20-F

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 20-F

(Mark One)

☐	REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE<br><br> <br>SECURITIES EXCHANGE ACT OF 1934

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE<br><br> <br>SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE<br><br> <br>SECURITIES EXCHANGE ACT OF 1934

☐	SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE<br><br> <br>SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: Not applicable

For the transition period from _______ to _______

Commission file number: 001-34848

SEANERGY MARITIME HOLDINGS CORP.
(Exact name of Registrant as specified in its charter)
(Translation of Registrant’s name into English)
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Republic of the Marshall Islands
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(Jurisdiction of incorporation or organization)
154 Vouliagmenis Avenue, 166 74 Glyfada, Greece
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(Address of principal executive offices)
Stamatios Tsantanis, Chairman & Chief Executive Officer
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Seanergy Maritime Holdings Corp.
154 Vouliagmenis Avenue, 10004 Glyfada, Greece
Telephone: +30 213 0181507, Fax: +30 210 9638404
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of class	Trading Symbol(s)	Name of exchange on which<br><br> <br>Registered
Shares of common stock, par value $0.0001 per share	SHIP	The Nasdaq Stock Market LLC
Preferred Stock Purchase Rights		The Nasdaq Stock Market LLC

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: As of December 31, 2022, there were 18,191,614 shares of the registrant’s common stock, $0.0001 par value, and 20,000 shares of the registrant’s Series B Preferred Stock, $0.0001 par value, outstanding.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☒	Non-accelerated filer ☐
		Emerging growth company ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

U.S. GAAP ☒	International Financial Reporting Standards as issued by the International Accounting Standards Board ☐	Other ☐

If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.

☐ Item 17	☐ Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes	☒ No

TABLE OF CONTENTS

PART I
	ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS	1
	ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE	1
	ITEM 3.	KEY INFORMATION	1
	ITEM 4.	INFORMATION ON THE COMPANY	29
	ITEM 4A.	UNRESOLVED STAFF COMMENTS	48
	ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS	48
	ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	65
	ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	68
	ITEM 8.	FINANCIAL INFORMATION	70
	ITEM 9.	THE OFFER AND LISTING	71
	ITEM 10.	ADDITIONAL INFORMATION	71
	ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	79
	ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	79
PART II
	ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	80
	ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS	80
	ITEM 15.	CONTROLS AND PROCEDURES	80
	ITEM 16.	[RESERVED]	82
	ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT	82
	ITEM 16B.	CODE OF ETHICS	82
	ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES	82
	ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES	82
	ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS	83
	ITEM 16F.	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT	83
	ITEM 16G.	CORPORATE GOVERNANCE	83
	ITEM 16H.	MINE SAFETY DISCLOSURE	84
	ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.	84
PART III
	ITEM 17.	FINANCIAL STATEMENTS	84
	ITEM 18.	FINANCIAL STATEMENTS	84
	ITEM 19.	EXHIBITS	84

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This annual report contains certain forward-looking statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding our or our management's expectations, hopes, beliefs, intentions or strategies regarding the future and other statements that are other than statements of historical fact. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements in this annual report are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. As a result, you are cautioned not to rely on any forward-looking statements.

Many of these statements are based on our assumptions about factors that are beyond our ability to control or predict and are subject to risks and uncertainties that are described more fully in “Item 3. Key Information—D. Risk Factors.” Any of these factors or a combination of these factors could materially affect our future results of operations and the ultimate accuracy of the forward-looking statements. In addition to these important factors, important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements include among other things:

•	changes in shipping industry trends, including charter rates, vessel values and factors affecting vessel supply and demand;
•	changes in seaborne and other transportation patterns;
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•	changes in the supply of or demand for dry bulk commodities, including dry bulk commodities carried by sea, generally or in particular regions;
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•	changes in the number of newbuildings under construction in the dry bulk shipping industry;
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•	changes in the useful lives and the value of our vessels and the related impact on our compliance with loan covenants;
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•	the aging of our fleet and increases in operating costs;
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•	changes in our ability to complete future, pending or recent acquisitions or dispositions;
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•	our ability to achieve successful utilization of our expanded fleet;
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•	changes to our financial condition and liquidity, including our ability to pay amounts that we owe and obtain additional financing to fund capital expenditures, acquisitions and other general corporate<br> activities;
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•	risks related to our business strategy, areas of possible expansion or expected capital spending or operating expenses;
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•	changes in our ability to leverage the relationships and reputation in the dry bulk shipping industry of V.Ships Limited, or V.Ships, and V.Ships Greece Ltd., or V.Ships Greece, our technical and crew<br> managers of certain of our vessels, and Fidelity Marine Inc., or Fidelity, our commercial manager;
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•	changes in the availability of crew, number of off-hire days, classification survey requirements and insurance costs for the vessels in our fleet;
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•	changes in our relationships with our contract counterparties, including the failure of any of our contract counterparties to comply with their agreements with us;
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•	loss of our customers, charters or vessels;
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•	damage to our vessels;
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•	potential liability from future litigation and incidents involving our vessels;
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•	our future operating or financial results;
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•	acts of terrorism and other hostilities, pandemics or other calamities (including, without limitation, the coronavirus, or COVID-19, pandemic);
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•	risks associated with the length and severity of the COVID-19 pandemic (and various variants that may emerge), including its effects on demand for dry bulk products, crew changes and the transportation<br> thereof;
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•	changes in global and regional economic and political conditions;
•	general domestic and international political conditions or events, including “trade wars” and the ongoing war between Russia and Ukraine and related sanctions;
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•	changes in governmental rules and regulations or actions taken by regulatory authorities, particularly with respect to the dry bulk shipping industry;
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•	our ability to continue as a going concern; and
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•	other factors discussed in “Item 3. Key Information—D. Risk Factors.”
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Should one or more of the foregoing risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Consequently, there can be no assurance that actual results or developments anticipated by us will be realized or, even if substantially realized, that they will have the expected consequences to, or effects, on us. Given these uncertainties, prospective investors are cautioned not to place undue reliance on such forward-looking statements.

We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable laws. If one or more forward-looking statements are updated, no inference should be drawn that additional updates will be made with respect to those or other forward-looking statements.

PART I

Unless the context otherwise requires, as used in this annual report, the terms “Company,” “Seanergy,” “we,” “us,” and “our” refer to Seanergy Maritime Holdings Corp. and any or all of its subsidiaries, and “Seanergy Maritime Holdings Corp.” refers only to Seanergy Maritime Holdings Corp. and not to its subsidiaries.

We use the term deadweight tons, or “dwt,” in describing the size of vessels. Dwt, expressed in metric tons, each of which is equivalent to 1,000 kilograms, refers to the maximum weight of cargo and supplies that a vessel can carry. Unless otherwise indicated, all references to “U.S. dollars,” “dollars,” “U.S. $” and “$” in this annual report are to the lawful currency of the United States of America. References in this annual report to our common shares are retroactively adjusted to reflect the Company’s reverse stock splits, including the one-for-fifteen reverse stock split which became effective as of March 20, 2019, the one-for-sixteen reverse stock split which became effective as of June 30, 2020, and the one-for-ten reverse stock split which became effective as of February 16, 2023.

ITEM 1.	IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2.	OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3.	KEY INFORMATION
A.	[Reserved]
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B.	Capitalization and Indebtedness
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Not applicable.

C.	Reasons for the Offer and Use of Proceeds

Not applicable.

D.	Risk Factors

Some of the following risks relate principally to the industry in which we operate and others relate to our business in general or our common stock. If any of the following risks occur, our business, financial condition, operating results and cash flows could be materially adversely affected and the trading price of our securities could decline.

Summary of Risk Factors

Below is a summary of the principal factors that make an investment in our common stock speculative or risky. This summary does not address all of the risks that we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the headings “Risks Relating to Our Industry,” “Risks Relating to Our Company” and “Risks Relating to Our Common Shares” and should be carefully considered, together with other information in this annual report on Form 20-F and our other filings with the Securities and Exchange Commission, before making an investment decision regarding our common stock.

Risks Relating to Our Industry

•	Charter hire rates for dry bulk vessels are cyclical and volatile and the dry bulk market remains significantly below its historic high. This may adversely affect our earnings, revenue<br> and profitability and our ability to comply with our loan covenants or covenants in other financing agreements.
•	Outbreaks of epidemic and pandemic diseases, including COVID-19, and any relevant governmental responses thereto could adversely affect our business, results of operations or financial<br> condition.
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•	We are currently dependent on index-linked charters, while in the past a part of our fleet was employed on a spot voyage basis. Any decrease in spot freight charter rates or indexes in<br> the future may adversely affect our earnings.
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•	An over-supply of dry bulk vessel capacity may depress the current charter rates and vessel values and, in turn, adversely affect our profitability.
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•	If economic conditions throughout the world decline, it will negatively impact our results of operations, financial condition and cash flows, and could cause the market price of our<br> common shares to decline.
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•	Terrorist attacks and international hostilities could affect our business, results of operations, cash flows and financial condition.
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•	Risks associated with operating ocean-going vessels could affect our business and reputation, which could adversely affect our revenues and expenses.
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•	Rising fuel prices may adversely affect our profits.
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•	Inflation could adversely affect our operating results and financial condition.
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•	Our revenues are subject to seasonal fluctuations, which could affect our operating results and ability to service our debt or pay dividends.
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•	Climate change and greenhouse gas restrictions may be imposed.
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•	Pending and future tax law changes may result in significant additional taxes to us.
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•	Increased scrutiny of environmental, social and governance matters may impact our business and reputation.
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•	Our vessels may call on ports located in or may operate in countries that are subject to restrictions or sanctions imposed by the United States, the European Union or other governments<br> that could result in fines or other penalties imposed on us and may adversely affect our reputation and the market price of our common shares.
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•	Sulfur regulations to reduce air pollution from ships may require retrofitting of vessels and may cause us to incur significant costs.
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•	We are subject to regulation and liability under environmental laws that could require significant expenditures and affect our cash flows and net income.
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•	Regulations relating to ballast water discharge may adversely affect our revenues and profitability.
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•	Increased inspection procedures, tighter import and export controls and new security regulations could increase costs and disrupt our business.
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•	Acts of piracy on ocean-going vessels have increased in frequency, which could adversely affect our business.
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•	The operation of dry bulk vessels has particular operational risks.
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•	If any of our vessels fails to maintain its class certification or fails any annual survey, intermediate survey, or special survey, or if any scheduled class survey takes longer or is<br> more expensive than anticipated, this could have a material adverse impact on our financial condition and results of operations.
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•	Because seafaring employees we employ are covered by industry-wide collective bargaining agreements, failure of industry groups to renew those agreements may disrupt our operations and<br> adversely affect our earnings.
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•	Maritime claimants could arrest or attach one or more of our vessels, which could interrupt our cash flows.
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•	Governments could requisition our vessels during a period of war or emergency, which could negatively impact our business, financial condition, results of operations, and available<br> cash.
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Risks Relating to Our Company

•	The market values of our vessels may decrease, which could limit the amount of funds that we can borrow or trigger breaches of certain financial covenants under our current or future<br> loan agreements and other financing agreements, and we may incur an impairment or, if we sell vessels following a decline in their market value, a loss.
•	We may enter into newbuilding projects which are subject to risks that could cause delays.
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•	We may be unable to obtain financing for any vessels we may acquire.
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•	We may acquire additional vessels in the future, and if those vessels are not delivered on time or are delivered with significant defects, our earnings and financial condition could<br> suffer.
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•	Substantial debt levels could limit our flexibility to obtain additional financing and pursue other business opportunities.
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•	Our loan agreements and other financing arrangements contain, and we expect that other future loan agreements and financing arrangements will contain, restrictive covenants that may<br> limit our liquidity and corporate activities, which could limit our operational flexibility and have an adverse effect on our financial condition and results of operations. In addition, because of the presence of cross-default<br> provisions in our loan agreements and financing arrangements, a default by us under one loan or financing agreement could lead to defaults under multiple loans and financing agreements.
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•	We depend on officers and directors who are associated with United Maritime Corporation, of the Republic of the Marshall Islands (“United”), which may create conflicts of interest.
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•	If we fail to manage our planned growth properly, we may not be able to successfully expand our market share.
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•	Purchasing and operating secondhand vessels, such as our current fleet, may result in increased operating costs and vessel off-hire, which could adversely affect our financial<br> condition and results of operations.
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•	Volatility of LIBOR and potential changes of the use of LIBOR as a benchmark could affect our profitability, earnings, and cash flow.
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•	The failure of our current or future counterparties to meet their obligations under our charter agreements could cause us to suffer losses or otherwise adversely affect our business.
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•	Rising crew costs may adversely affect our profits.
•	We may not be able to attract and retain key management personnel and other employees in the shipping industry, which may negatively affect the effectiveness of our management and our<br> results of operations.
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•	Our vessels may suffer damage, and we may face unexpected repair costs, which could adversely affect our cash flow and financial condition.
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•	We are exposed to U.S. dollar and foreign currency fluctuations and devaluations that could harm our reported revenue and results of operations.
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•	We maintain cash with a limited number of financial institutions including financial institutions that may be located in Greece, which will subject us to credit risk.
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•	We are a holding company and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy financial obligations or to pay dividends.
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•	In the highly competitive international shipping industry, we may not be able to compete for charters with new entrants or established companies with greater resources, which may<br> adversely affect our results of operations.
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•	Due to our lack of fleet diversification, adverse developments in the maritime dry bulk shipping industry would adversely affect our business, financial condition, and operating<br> results.
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•	We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us.
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•	The shipping industry has inherent operational risks that may not be adequately covered by our insurances. Further, because we obtain some of our insurances through protection and<br> indemnity associations, we have been and may in the future be retrospectively subject to calls or premiums in amounts based not only on our own claim records, but also on the claim records of all other members of the protection and<br> indemnity associations.
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•	Failure to comply with the U.S. Foreign Corrupt Practices Act of 1977, or FCPA, could result in fines, criminal penalties, and an adverse effect on our business.
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•	We depend significantly on third-party technical and commercial managers for crewing and certain aspects of technical and commercial management of some of our ships. Our operations<br> could be negatively affected if third-party managers fail to perform their services satisfactorily.
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•	Management fees will be payable to our managers regardless of our profitability, which could have a material adverse effect on our business, financial condition and results of<br> operations.
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•	We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. holders of our common stock.
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•	We may have to pay tax on U.S. source income, which would reduce our earnings.
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•	We may be subject to tax in the jurisdictions in which we or our vessel-owning or management subsidiaries are incorporated or operate.
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•	We are a “foreign private issuer,” which could make our common stock less attractive to some investors or otherwise harm our stock price.
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•	Our corporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the Marshall Islands, and as such we are entitled to exemption from<br> certain Nasdaq corporate governance standards. As a result, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.
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•	We conduct business in China, where the legal system is not fully developed and has inherent uncertainties that could limit the legal protections available to us.
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•	Changing laws and evolving reporting requirements could have an adverse effect on our business.
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•	A cyber-attack could materially disrupt our business.
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•	The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.
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•	The international nature of our operations may make the outcome of any potential bankruptcy proceedings difficult to predict.
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Risks Relating to Our Common Shares

•	We may issue additional common shares or other equity securities without shareholder approval, which would dilute our existing shareholders' ownership interests and may depress the<br> market price of our common shares.
•	The market price of our common shares has been and may in the future be subject to significant fluctuations. Further, there is no guarantee of a continuing public market to resell our<br> common shares.
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•	A possible “short squeeze” due to a sudden increase in demand of our common stock that largely exceeds supply may lead to further price volatility in our common shares.
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•	We may not have the surplus or net profits required by law to pay dividends. The declaration and payment of dividends will always be subject to the discretion of our board of directors<br> and will depend on a number of factors. Our board of directors may not declare dividends in the future.
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•	The superior voting rights of our Series B Preferred Shares may limit the ability of our common shareholders to control or influence corporate matters, and the interests of the holder<br> of such shares could conflict with the interests of common shareholders.
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•	Anti-takeover provisions in our restated articles of incorporation, as amended, and third amended and restated bylaws could make it difficult for our shareholders to replace or remove<br> our current board of directors or could have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common shares.
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•	Issuance of preferred shares, such as our Series B Preferred Shares, may adversely affect the voting power of our common shareholders and have the effect of discouraging, delaying or<br> preventing a merger or acquisition, which could adversely affect the market price of our common shares.
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•	We may fail to meet the continued listing requirements of Nasdaq, which could cause our common shares to be delisted.
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•	We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, which may negatively affect the ability of shareholders to<br> protect their interests.
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•	As a Marshall Islands corporation with principal executive offices in Greece, and also having subsidiaries in the Republic of the Marshall Islands and other offshore jurisdictions such<br> as Liberia, Bermuda and the British Virgin Islands, our operations may be subject to economic substance requirements.
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•	It may not be possible for investors to serve process on or enforce U.S. judgments against us.
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Risks Relating to Our Industry

Charter hire rates for dry bulk vessels are cyclical and volatile and the dry bulk market remains significantly below its historic high. This may adversely affect our earnings, revenue and profitability and our ability to comply with our loan covenants or covenants in other financing agreements.

The volatility in the dry bulk charter market, from which we derive substantially all of our revenues, has affected the dry bulk shipping industry and has harmed our business. The Baltic Dry Index, or the BDI, a daily average of charter rates for key dry bulk routes published by the Baltic Exchange Limited, has long been viewed as the main benchmark to monitor the movements of the dry bulk vessel charter market and the performance of the entire dry bulk shipping market and has been very volatile in recent years. The BDI, declined from an all-time high of 11,793 in May 2008 to an all-time low of 290 in February 2016, which represents a decline of approximately 98%. In the following years volatility was also apparent, albeit less extreme. In 2021, the BDI ranged from a low of 1,303 on February 10, 2021 to a high of 5,650 on October 7, 2021. During 2022, the BDI ranged from a low of 965 to a high of 3,369; as of March 28, 2023, it stood at 1,402.

The decline from historic highs and volatility in charter rates following 2008 is due to various factors, including the over-supply of dry bulk vessels, the lack of trade financing for purchases of commodities carried by sea, which resulted in a significant decline in cargo shipments, and trade disruptions caused by natural or other disasters, such as those that resulted from the dam collapse in Brazil in 2019 and the outbreak of the coronavirus infection in China. More recently, following Russia’s invasion of Ukraine in February 2022, the U.S., the EU, the UK and other countries have imposed sanctions against Russia and certain disputed regions of Ukraine, including, among others, prohibitions and restrictions on selling or importing goods, services or technology in or from affected regions, travel bans and asset freezes impacting connected individuals and political, military, business and financial organizations in Russia, severing large Russian banks from U.S. and/or other financial systems, and barring some Russian enterprises from raising money in the U.S. market. The U.S., EU and other countries could impose wider sanctions and take other actions. The war in Ukraine has disrupted supply chains and caused instability in the energy markets and the global economy and it has resulted in higher freight market volatility and while the initial effect on the dry bulk freight market was positive, the long-term effects are uncertain. These circumstances have had adverse consequences from time to time for dry bulk shipping, including, among other developments:

•	decrease in available financing for vessels;
•	no active secondhand market for the sale of vessels;
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•	charterers seeking to renegotiate the rates for existing time charters;
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•	widespread loan covenant defaults in the dry bulk shipping industry due to the substantial decrease in vessel values; and
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•	declaration of bankruptcy by some operators, charterers and vessel owners.
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The degree of charter hire rate volatility among different types of dry bulk vessels has varied widely. If we enter into a charter when charter hire rates are low, our revenues and earnings will be adversely affected and we may not be able to successfully charter our vessels at rates sufficient to allow us to operate our business profitably or meet our obligations. Further, if low charter rates in the dry bulk market decline further for any significant period, this could have an adverse effect on our vessel values and ability to comply with the financial covenants in our loan agreements or other financing agreements. In such a situation, unless our lenders are willing to provide waivers of covenant compliance or modifications to our covenants, our lenders could accelerate our debt and we could face the loss of our vessels. We expect continued volatility in market rates for our vessels in the foreseeable future with a consequent effect on our short and medium-term liquidity.

Outbreaks of epidemic and pandemic diseases, including COVID-19, and any relevant governmental responses thereto could adversely affect our business, results of operations or financial condition.

Global public health threats, such as the coronavirus first identified in China in the end of 2019, or COVID-19, influenza and other highly communicable diseases or viruses, outbreaks of which have from time to time occurred in various parts of the world in which we operate, including China, could adversely impact our operations, as well as the operations of our customers. The COVID-19 pandemic has, among other things, caused factory closures and restrictions on travel, as well as labor shortages or lack of berths, delays and uncertainties relating to newbuildings, drydockings, vessel inspections, shortages or a lack of access to required spare parts and other functions of shipyards.

The outbreak of COVID-19 caused severe global disruptions and may continue to negatively impact the economic conditions regionally as well as globally and otherwise impact our operations and the operations of our customers and suppliers. Governments in affected countries have imposed, and may continue to impose, travel bans, quarantines and other emergency public health measures. Companies have also taken precautions, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing businesses. These restrictions, and future prevention and mitigation measures, are likely to continue to have an adverse impact on global economic conditions, which could materially and adversely affect our future operations. Uncertainties regarding the economic impact of the COVID-19 outbreak is likely to result in sustained market turmoil, which could also negatively impact our business, financial condition and cash flows. As a result of these measures, our vessels may not be able to call on ports, or may be restricted from disembarking from ports, located in regions affected by the outbreak. In addition we may experience severe operational disruptions and delays, unavailability of normal port infrastructure and services including limited access to equipment, critical goods and personnel, disruptions to crew changes, quarantine of ships and/or crew, counterparty solidity, closure of ports and custom offices, as well as disruptions in the supply chain and industrial production, which may lead to reduced cargo demand, amongst other potential consequences attendant to epidemic and pandemic diseases.

Although the incidence and severity of COVID-19 and its variants have diminished over time, periodic spikes in incidence occur. Many nations worldwide have significantly eased or eliminated restrictions that were enacted at the outset of the COVID-19 outbreak. The United States has announced that it will terminate the COVID-19 national emergency and public health emergency that was put in place in 2020. Notably, the Chinese government removed its zero-COVID policy in December 2022, although China is now facing a sudden surge in COVID-19 cases after easing the lockdown restrictions nationwide. World Health Organisation, or WHO, officials had expressed hope that COVID-19 may be entering an endemic phase by early 2023, but the continued uncertainties associated with the COVID-19 pandemic worldwide may cause an adverse impact on the global economy and the rate environment for our vessels may deteriorate and our operations and cash flows may be negatively impacted.

COVID-19 and measures to contain its spread negatively impacted regional and global economies and trade patterns in markets in which we operate, the way we operate our business, and the businesses of our charterers and suppliers. Restrictions imposed by various governmental health organizations relating to COVID-19 may change over time. Several countries have lifted restrictions only to reimpose such restrictions as the number of cases rise and new variants emerge. Negative impact could occur, even after the pandemic itself diminishes or ends.

Measures against COVID-19 in a number of countries restricted crew rotations on our vessels. As a result, vessel operators experienced and may experience in the future disruptions to normal vessel operations caused by increased deviation time associated with positioning vessels to countries in which they can undertake a crew rotation in compliance with such measures. Our crews generally work on a rotation basis, relying exclusively on international air transport for crew changes plan fulfillment. Any such disruptions could impact the cost of rotating our crew further, and possibly impact our ability to maintain a full crew synthesis onboard our vessels and other vessels we may acquire at any given time. Delays in crew rotations have furthermore led to issues with crew fatigue and may continue to do so, which may result in delays or other operational issues. Additionally, we are particularly vulnerable to our crew members getting sick, as if even one of our crew members gets sick, local authorities could require us to detain and quarantine our vessels and their crew for an unspecified amount of time, disinfect and fumigate our vessels and cargo onboard, or take similar precautions, which would add costs, decrease our utilization, and substantially disrupt our cargo operations. We may incur increased expenses due to incremental fuel consumption and days in which our vessels and other vessels we may acquire are unable to earn revenue in order to deviate to certain ports on which we would ordinarily not call during a typical voyage. We may also incur additional expenses associated with testing, personal protective equipment, quarantines, and travel expenses such as airfare costs in order to perform crew rotations in the current environment.

The occurrence of any of the foregoing events or other epidemics or an increase in the severity or duration of COVID-19 or other epidemics could have a material adverse effect on our business, results of operations, cash flows, financial condition, value of our vessels, and ability to pay dividends.

We are currently dependent on index-linked charters, while in the past a part of our fleet was employed on a spot voyage basis. Any decrease in spot freight charter rates or indexes in the future may adversely affect our earnings.

We currently have all 16 of our vessels employed on time charters whose daily rates are linked to the Baltic Capesize Index, or BCI. Although none of our vessels are currently operating in the spot market on a voyage basis, we may employ any additional vessels we may acquire on a spot voyage basis, or on index-linked or fixed rate time charters.

Although the number of vessels in our fleet that are employed on spot voyages or have index-linked or fixed rate charters will vary from time to time, we anticipate that a significant portion of our fleet will be affected by the spot freight market or the BCI. As a result, our financial performance will be significantly affected by conditions in the dry bulk spot freight market or the BCI and only our vessels that would operate under fixed-rate time charters would, during the period in which such vessels operate under such time charters, provide a fixed source of revenue to us.

Historically, spot charter rates and dry bulk charter indexes have been volatile as a result of the many conditions and factors that can affect the price, supply of and demand for dry bulk capacity. The successful operation of our vessels in the competitive spot charter market depends upon, among other things, fixing profitable spot voyages and minimizing, to the extent possible, time spent waiting for charters and time spent traveling unladen to pick up cargo. The spot market is very volatile, and, in the past, there have been periods when spot rates have declined below the operating cost of vessels. If future spot charter rates or the BCI decline, then we may be unable to operate our vessels trading in the spot market or on BCI-linked charters profitably or to meet our other obligations, including payments on indebtedness. Furthermore, as charter rates for spot charters are usually fixed for a single voyage, which may last up to several weeks, during periods in which spot charter rates are rising, we will generally experience delays in realizing the benefits from such increases.

Additionally, when our vessels are chartered under a fixed rate time charter, if spot freight rates or short-term time charter rates fall significantly below the time charter equivalent rates that some of our charterers are obligated to pay us under the agreed time charter, the charterers may have an incentive to default on, or attempt to renegotiate the charter. If our charterers fail to pay their obligations, we would have to attempt to re-charter our vessels at lower charter rates, which would affect our ability to comply with our loan covenants and operate our vessel profitably. If we are not able to comply with our loan covenants and our lenders choose to accelerate our indebtedness and foreclose their liens, we could be required to sell vessels in our fleet and our ability to continue to conduct our business would be impaired.

An over-supply of dry bulk vessel capacity may depress the current charter rates and vessel values and, in turn, adversely affect our profitability.

The market supply of dry bulk vessels had increased due to the high level of new deliveries in recent years. Dry bulk newbuildings were delivered in significant numbers starting at the beginning of 2006 and continued to be delivered in significant numbers through 2017. In addition, the dry bulk newbuilding orderbook, extending up to 2024, was approximately 7% of the existing world dry bulk fleet as of the beginning of March 2023, according to Clarksons Research, and the orderbook may increase further in proportion to the existing fleet. Even though the overall level of the orderbook has declined over the past years, an over-supply of dry bulk vessel capacity could depress the current charter rates. Factors that influence the supply of vessel capacity include:

•	number of new vessels’ deliveries;
•	scrapping rate of older vessels;
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•	vessel casualties;
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•	price of steel;
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•	number of vessels that are out of service;
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•	vessels’ average speed;
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•	changes in environmental and other regulations that may limit the useful life of vessels; and
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•	port or canal congestion.
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If dry bulk vessel capacity increases but the demand for vessel capacity does not increase or increases at a slower rate, charter rates could materially decline, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

If economic conditions throughout the world decline, it will negatively impact our results of operations, financial condition and cash flows, and could cause the market price of our common shares to decline.

The world economy is facing a number of actual and potential challenges, including the war between Ukraine and Russia, current trade tension between the United States and China, political instability in the Middle East and the South China Sea region and other geographic countries and areas, terrorist or other attacks, war (or threatened war) or international hostilities, such as those between the United States and North Korea or Iran, and epidemics or pandemics, such as COVID-19. For example, due in part to fears associated with the spread of COVID-19 (as more fully described above), global financial markets experienced significant volatility which may continue as the pandemic evolves or a new COVID-19 variant emerges. The recent lockdowns in certain cities in China resulted in delays, temporary closures of shipyards, decrease in industrial production and further continuation or expansion of these lockdowns may cause disruptions in the global economy. In addition, the continuing war in Ukraine led to increased economic uncertainty amidst fears of a more generalized military conflict or significant inflationary pressures, due to the increases in fuel and grain prices following the sanctions imposed on Russia. Whether the present dislocation in the markets and resultant inflationary pressures will transition to a long-term inflationary environment is uncertain, and the effects of such a development on charter rates, vessel demand and operating expenses in the sector in which we operate are uncertain. Additionally, the monetary tightening implemented by a series of Central banks around the world in order to curb inflationary pressures has also significantly increased the probability of an economic recession in the short to medium term future. If such conditions are sustained, the longer-term net impact on the dry bulk market and our business would be difficult to predict with any degree of accuracy. Such events may have unpredictable consequences, and contribute to instability in the global economy or cause a decrease in worldwide demand for certain goods and, thus, shipping. We cannot predict how long current market conditions will last.

In Europe, concerns regarding the possibility of sovereign debt defaults by European Union member countries, including Greece, although generally alleviated, have in the past disrupted financial markets throughout the world, and may lead to weaker consumer demand in the European Unions, the U.S. and other parts of the world. The withdrawal of the UK from the European Union, or Brexit, further increases the risk of additional trade protectionism. Brexit, or similar events in other jurisdictions, could continue to impact global markets, including foreign exchange and securities markets; any resulting changes in currency exchange rates, tariffs, treaties and other regulatory matters could in turn adversely impact our business, cash flows and operations.

In addition, the recent economic slowdown in the Asia Pacific region, particularly in China, may exacerbate the effect of the weak economic trends in the rest of the world. Before the global economic financial crisis that began in 2008, China had one of the world's fastest growing economies in terms of gross domestic product, or GDP, which had a significant impact on shipping demand. China’s GDP growth rate for the year ended December 31, 2022, was approximately 3.0%, one of its lowest rates in 50 years, thought to be mainly caused by the country’s zero-COVID policy and strict lockdowns, which was a marked decline from 8.4% growth recorded for the year ended December 31, 2021. It is possible that China and other countries in the Asia Pacific region will continue to experience volatile, slowed or even negative economic growth in the near future. Changes in the economic conditions of China, and changes in laws or policies adopted by its government or the implementation of these laws and policies by local authorities, including with regards to tax matters and environmental concerns (such as achieving carbon neutrality), could affect our vessels that are either chartered to Chinese customers or that call to Chinese ports, our vessels that undergo dry docking at Chinese shipyards and the financial institutions with whom we have entered into financing agreements, and could have a material adverse effect on our business, results of operations and financial condition.

Furthermore, governments may turn to trade barriers to protect their domestic industries against foreign imports, thereby depressing shipping demand. In particular, as indicated, the United States has sought to implement more protective trade measures. There is significant uncertainty about the future relationship between the United States, China, and other exporting countries, including with respect to trade policies, treaties, government regulations, and tariffs. Protectionist developments, or the perception that they may occur, may have a material adverse effect on global economic conditions, and may significantly reduce global trade. Moreover, increasing trade protectionism may cause an increase in (i) the cost of goods exported from regions globally, particularly from the Asia-Pacific region, (ii) the length of time required to transport goods and (iii) the risks associated with exporting goods. Such increases may further reduce the quantity of goods to be shipped, shipping time schedules, voyage costs and other associated costs, which could have an adverse impact on our charterers' business, operating results and financial condition and could thereby affect their ability to make timely charter hire payments to us and to renew and increase the number of their time charters with us. This could have a material adverse effect on our business, results of operations, financial condition and cash flows.

We face risks attendant to the trends in the global economy, such as changes in interest rates, instability in the banking and securities markets around the world, the risk of sovereign defaults, reduced levels of growth, and trade protectionism, among other factors. Major market disruptions and the current adverse changes in market conditions and regulatory climate worldwide may adversely affect our business or impair our ability to borrow under our loan agreements or any future financial arrangements. We cannot predict how long the current market conditions will last. However, these recent and developing economic and governmental factors, together with depressed charter rates and vessel values, may have a material adverse effect on our results of operations, financial condition or cash flows and the trading price of our common shares. In the absence of available financing, we may also be unable to complete vessel acquisitions, take advantage of business opportunities or respond to competitive pressures.

Terrorist attacks and international hostilities could affect our business, results of operations, cash flows and financial condition.

The continuing war between Russia and Ukraine, developments in the Middle East, including tensions between the U.S. and Iran, as well as other geographic countries and areas, terrorist or other attacks, and war (or threatened war) or international hostilities, such as the ones currently in progress between China and Taiwan, or the U.S. and North Korea, have recently and may in the future lead to armed conflict or acts of terrorism around the world, which may contribute to further economic instability in the global financial markets and international commerce.

The war between Russia and Ukraine may lead to further regional and international conflicts or armed action at an international level. This war has disrupted supply chains and has caused instability in the energy markets and the global economy, with effects on shipping freight rates, which have experienced volatility. The United States and the European Union, among other countries, have announced unprecedented economic sanctions against Russia. The ongoing war could result in the imposition of further economic sanctions by the United States and the European Union or other countries against Russia, trade tariffs or embargoes with uncertain impacts on the markets in which we operate. In addition, the U.S. and certain other North Atlantic Treaty Organization (NATO) countries have been supplying Ukraine with military aid. U.S. officials have also warned of the increased possibility of Russian cyberattacks, which could disrupt the operations of businesses involved in the drybulk industry, including ours. While much uncertainty remains regarding the global impact of the war in Ukraine, it is possible that such tensions could adversely affect our business, financial condition, results of operation and cash flows. While Ukraine and Russia reached an agreement to extend an arrangement allowing shipment of grain from Ukrainian ports through a humanitarian corridor in the Black Sea in November 2022, the agreement may not be renewed. Since we employ Ukrainian and Russian seafarers, we may face problems in relation to their employment, repatriation, salary payments and be subject to claims to this respect. Moreover, we will be subject to additional insurance premiums in case we transit through or call to any port or area designated as listed areas by the Joint War Committee or other organizations. Furthermore, it is possible that third parties with whom we have charter contracts may be impacted by events in Russia and Ukraine, which could adversely affect our operations.

These uncertainties could also adversely affect our ability to obtain additional financing on terms acceptable to us or at all. In the past, political conflicts have also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly in the Arabian Gulf region. The ongoing war in Ukraine has resulted in missile attacks on commercial vessels in the Black Sea. Acts of terrorism and piracy have also affected vessels trading in regions such as the South China Sea, the Gulf of Aden off the coast of Somalia, and in particular, the Gulf of Guinea region off Nigeria, which experienced increased incidents of piracy in recent years. Any of these occurrences could have a material adverse impact on our future performance, operating results, cash flows, financial position and our ability to pay cash distributions to our shareholders.

Risks associated with operating ocean-going vessels could affect our business and reputation, which could adversely affect our revenues and expenses.

The operation of an ocean-going vessel carries inherent risks. These risks include the possibility of:

•	crew strikes and/or boycotts;
•	acts of God;
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•	the damage or destruction of vessels due to marine disaster;
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•	piracy or other detentions;
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•	environmental accidents;
•	cargo and property losses or damage; and
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•	business interruptions caused by mechanical failure, human error, war, terrorism, political action in various countries, labor strikes or adverse weather conditions.
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Any of these circumstances or events could increase our costs or lower our revenues. Such circumstances could result in death or injury to persons, loss of property or environmental damage, delays in the delivery of cargo, loss of revenues from or termination of charter contracts, governmental fines, penalties or restrictions on conducting business, litigation with our employees, customers or third parties, higher insurance rates, and damage to our reputation and customer relationships generally. Although we maintain hull and machinery and war risks insurance, as well as protection and indemnity insurance, which may cover certain risks of loss resulting from such occurrences, our insurance coverage may be subject to deductibles, caps or not cover such losses and any of these circumstances or events could increase our costs or lower our revenues. The involvement of our vessels in an environmental disaster may harm our reputation as a safe and reliable vessel owner and operator. Any of these results could have a material adverse effect on business, results of operations and financial condition, as well as our cash flows.

Rising fuel prices may adversely affect our profits.

The cost of fuel is a significant factor in negotiating voyage freight rates. As a result, an increase in the price of fuel may adversely affect our profitability if freight rates fail to rise to the extent required to cover a rise in the cost of fuel. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, including geopolitical developments, supply and demand for oil and gas, actions by members of the Organization of the Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil producing countries and regions, regional production patterns and environmental concerns and regulations. Furthermore, fuel has and may become much more expensive in the future, including as a result of the ongoing war in Ukraine and the sanctions against Russia, the imposition of sulfur oxide emissions limits in January 2020 and reductions of carbon emissions from January 2023 under new regulations adopted by the International Maritime Organization, or the IMO, which may reduce the profitability and competitiveness of our business versus other forms of transportation, such as truck or rail.

Upon redelivery of any vessels at the end of a period time charter or a voyage charter, we may be obligated to repurchase bunkers on board at prevailing market prices, or purchase bunkers to refuel the vessel in case of a voyage charter, which could be materially higher than fuel prices at the inception of the charter period. However, given the current time charter agreements of our vessels and our chartering strategy, this cost is projected to be immaterial in the short to medium term. If in the future we decide to operate vessels on a voyage basis, then fuel would be the largest, expense that we would incur with respect to vessels operating on voyage charter. Voyage charter contracts generally provide that the vessel owner bears the cost of fuel in the form of bunkers, which is a material operating expense. We currently cannot guarantee that we will hedge our fuel costs on any prospective future voyage charters, and, therefore, an increase in the price of fuel may affect in a negative way our profitability and our cash flows.

Inflation could adversely affect our operating results and financial condition.

Inflation could have an adverse impact on our operating results and subsequently on our financial condition both directly through the increase of costs crew and materials necessary for the operation of our vessels and indirectly through its adverse impact on the world economy in terms of increasing interest rates and slowdown of global growth. During 2022, we experienced increase operating costs for crew, spares and lubricants that negatively affected our operating results. If inflationary pressures intensify further, we may be unable to raise our charter rates enough to offset the increasing costs of our operations, which would decrease our profit margins. Inflation may also raise our costs of capital, which would result in the deterioration of our financial condition.

Our revenues are subject to seasonal fluctuations, which could affect our operating results and ability to service our debt or pay dividends.

We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter hire rates. This seasonality may result in quarter-to-quarter volatility in our operating results. The dry bulk shipping market is typically stronger in the fall and winter months in anticipation of increased consumption of coal and other raw materials in the northern hemisphere during the winter months. In addition, unpredictable weather patterns in these months tend to disrupt vessel schedules and supplies of certain commodities. As a result, our revenues may be weaker during the fiscal quarters ending March 31 and June 30, and, conversely, our revenues may be stronger in fiscal quarters ending September 30 and December 31. This seasonality should not affect our operating results if our vessels are employed on fixed rate period time charters, but because our vessels or the vessels we may acquire may be employed in the spot market or on index-linked or fixed rate charters, seasonality may materially affect our operating results and our ability to pay dividends in the future.

Climate change and greenhouse gas restrictions may be imposed.

Due to concern over the risk of climate change, a number of countries and the IMO, have adopted, or are considering the adoption of, regulatory frameworks to reduce greenhouse gas emissions. These regulatory measures may include, among others, the adoption of cap and trade regimes, carbon taxes, increased efficiency standards and incentives or mandates for renewable energy. For instance, the IMO imposed a global 0.5% sulfur cap on marine fuels, down from the previous cap of 3.5%, which came into force on January 1, 2020. In addition, the IMO adopted an initial strategy which identifies “levels of ambition” toward reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from ships; (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to 2008 emission levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while pursuing efforts towards phasing them out entirely. These regulations and any additional regulations addressing similar goals could cause us to incur additional substantial expenses. See “Business Overview—Environmental and Other Regulations” for a discussion of these and other environmental regulations applicable to our operations.

Since January 1, 2020, ships have to either remove sulfur from emissions or buy fuel with low sulfur content, which may lead to increased costs and supplementary investments for ship owners. The interpretation of “fuel oil used on board” includes use in main engine, auxiliary engines, and boilers. Shipowners may comply with this regulation by (i) using 0.5% sulfur fuels on board, which are available around the world but at higher costs; (ii) installing scrubbers for cleaning of the exhaust gas; or (iii) by retrofitting vessels to be powered by liquified natural gas, which may not be a viable option due to the lack of supply network and high costs involved in this process. Currently nine of our vessels have scrubbers installed, thus costs of compliance with these regulatory changes for our non-scrubber vessels or any non-scrubber vessels we may acquire may be significant and may have a material adverse effect on our future performance, results of operations, cash flows, and financial position.

In addition, although the emissions of greenhouse gases from international shipping currently are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change (this task was delegated under the Kyoto Protocol to the IMO for action), which required adopting countries to implement national programs to reduce emissions of certain gases, a new treaty may be adopted in the future that includes restrictions on shipping emissions. Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related to operating and maintaining our vessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage a greenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected.

Adverse consequences of climate change, including growing public concern about the environmental impact of climate change, may also adversely affect demand for our services. For example, increased regulation of greenhouse gases or other concerns relating to climate change may reduce the demand for coal in the future, one of the primary cargoes carried by our vessels. In addition, the physical effects of climate change, including changes in weather patterns, extreme weather events, rising sea levels, and scarcity of water resources, may negatively impact our operations. Any long-term economic consequences of climate change could have a significant financial and operational adverse impact on our business that we cannot predict with certainty at this time.

Pending and future tax law changes may result in significant additional taxes to us.

Pending and future tax law changes may result in significant additional taxes to us. For example, the Organization for Economic Cooperation and Development published a “Programme of Work,” which was divided into two pillars. Pillar One focused on the allocation of group profits among taxing jurisdictions based on a market-based concept rather than the historical “permanent establishment” concept. Pillar Two, among other things, introduced a global minimum tax. The foregoing proposals (in the event international consensus is achieved and implementing laws are adopted) and other possible future tax changes may have an adverse impact on us. Any requirement or legislation that requires us to pay more tax could have a material adverse effect on our business, results of operations, cash flows and financial condition, and our ability to pay dividends.

Increased scrutiny of environmental, social and governance matters may impact our business and reputation.

In addition to the importance of their financial performance, companies are increasingly being judged by their performance on a variety of environmental, social and governance matters, or ESG, which are considered to contribute to the long-term sustainability of companies' performance.

A variety of organizations measure the performance of companies on such ESG topics, and the results of these assessments are widely publicized. In addition, investment in funds that specialize in companies that perform well in such assessments are increasingly popular, and major institutional investors have publicly emphasized the importance of such ESG measures to their investment decisions. Topics taken into account in such assessments include, among others, the company's efforts and impacts on climate change and human rights, ethics and compliance with law, and the role of the company's board of directors in supervising various sustainability issues.

We actively manage a broad range of such ESG matters, taking into consideration their expected impact on the sustainability of our business over time, and the potential impact of our business on society and the environment. As far as the environmental aspect is concerned, since 2018 we have commenced implementing technical and operational measures aiming to improve the energy efficiency of our vessels and in extension reduce the CO2 emissions of the fleet. During 2022 the attained EEXI for all our vessels have been calculated in accordance with regulation 23 of MARPOL Annex VI and the 2021 Guidelines on the method of calculation of the attained Energy Efficiency Existing Ship Index (EEXI) (resolution MEPC.333(76)) (EEXI Calculation Guidelines). All EEXI technical files containing the necessary information have been prepared in cooperation with the vessels’ recognized organizations, pending the on-board survey application. In addition, we have completed various biofuel trials in cooperation with leading charterers and operators. Scrubber and ballast water treatment system installations, Existing Vessel Design Index, or EVDI, upgrades, and Energy Saving Device and electronic performance monitoring system installations constitute examples of the environmental practices we have adopted and aim to continue adopting on most of our vessels. We participate in various environmental initiatives in our industry and technical committees on ESG matters and have also secured and entered into one sustainability-linked financing for two of our vessels. However, in light of investors' increased focus on ESG matters, there can be no certainty that we will manage such issues successfully, or that we will successfully meet society's expectations as to our proper role. Any failure or perceived failure by us in this regard could have a material adverse effect on our reputation and on our business, share price, financial condition, or results of operations, including the sustainability of our business over time.

Moreover, from time to time, we may incur additional costs, establish and publicly announce goals and commitments in respect of certain ESG items. While we may create and publish voluntary disclosures regarding ESG matters from time to time, many of the statements in those voluntary disclosures are based on hypothetical expectations and assumptions that may or may not be representative of current or actual risks or events or forecasts of expected risks or events, including the costs associated therewith. Such expectations and assumptions are necessarily uncertain and may be prone to error or subject to misinterpretation given the long timelines involved and the lack of an established single approach to identifying, measuring and reporting on many ESG matters. If we fail to achieve or improperly report on our progress toward achieving our environmental goals and commitments, the resulting scrutiny from market participants or regulators could adversely affect our reputation and/or our access to capital.

Our vessels may call on ports located in or may operate in countries that are subject to restrictions or sanctions imposed by the United States, the European Union or other governments that could result in fines or other penalties imposed on us and may adversely affect our reputation and the market price of our common shares.

During the year ended December 31, 2022, none of our vessels called on ports located in countries subject at that time to comprehensive sanctions and embargoes imposed by the U.S. government or countries identified by the U.S. government or other authorities as state sponsors of terrorism; however, our vessels may call on ports in these countries from time to time in the future on our charterers' instructions subject to any applicable insurance arrangements and prior approvals, if required. The U.S. sanctions and embargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and such sanctions and embargo laws and regulations may be amended or strengthened over time.

We believe that we are currently in compliance with all applicable sanctions and embargo laws and regulations. In order to maintain compliance, we monitor and review the movement of our vessels on a daily basis.

We endeavor to provide that all or most of our future charters include provisions and trade exclusion clauses prohibiting the vessels from calling on ports where there is an existing U.S. embargo. Furthermore, as of the date hereof, neither the Company nor its subsidiaries have entered into or have any plans to enter into, directly or indirectly, any contracts, agreements or other arrangements with the governments of Iran, Syria, North Korea, Cuba or any entities controlled by the governments of these countries.

Due to the nature of our business and the evolving nature of the foregoing sanctions and embargo laws and regulations, there can be no assurance that we will be in compliance at all times in the future, particularly as the scope of certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business, and could result in some investors deciding, or being required, to divest their interest, or refrain from investing, in us. In addition, certain institutional investors may have investment policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by the U.S. government as state sponsors of terrorism. The determination by these investors not to invest in, or to divest from, our common shares may adversely affect the price at which our common shares trade. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do not involve us or our vessels, and those violations could in turn negatively affect our reputation. In addition, our reputation and the market for our securities may be adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities in countries subject to U.S. sanctions and embargo laws that are not controlled by the governments of those countries, or engaging in operations associated with those countries pursuant to contracts with third parties that are unrelated to those countries or entities controlled by their governments.

Sulfur regulations to reduce air pollution from ships may require retrofitting of vessels and may cause us to incur significant costs.

Since January 1, 2020, IMO regulations have required vessels to comply with a global cap on the sulfur in fuel oil used on board of 0.5%, down from the previous cap of 3.5%. The interpretation of “fuel oil used on board” includes use in main engine, auxiliary engines and boilers. Compliance with this regulation is achieved by (i) using 0.5% sulfur fuels on board, which are available at a higher cost; (ii) installing “scrubbers” for cleaning of the exhaust gas; or (iii) retrofitting vessels to be powered by liquefied natural gas (LNG), which may not yet be an economically viable option due to the lack of supply network and high costs involved in this process. Nine of our vessels currently have scrubbers installed, while the remaining seven vessels in our fleet comply by burning low sulfur fuel (0.5% or 0.1%). We have further developed ship specific implementation plans for safeguarding the smooth transition with the usage of compliant fuels for such vessels that will not be equipped with scrubbers. Costs of ongoing compliance may have a material adverse effect on our future performance, results of operations, cash flows and financial position. See Item 4. “Information on the Company—B. Business Overview— Environmental and Other Regulations—The International Maritime Organization.”

We are subject to regulation and liability under environmental laws that could require significant expenditures and affect our cash flows and net income.

Our business and the operation of our vessels are materially affected by government regulation in the form of international conventions, national, state and local laws and regulations in force in the jurisdictions in which the vessels operate, as well as in the country or countries of their registration, including those governing oil spills, discharges to air and water, ballast water management, and the handling and disposal of hazardous substances and wastes. These requirements include, but are not limited to, EU regulations, the U.S. Oil Pollution Act of 1990, or OPA, the U.S. Comprehensive Environmental Response, Compensation and Liability Act of 1980, or CERCLA, the U.S. Clean Air Act, including its amendments of 1977 and 1990, or the CAA, the U.S. Clean Water Act, or the CWA, the U.S. Maritime Transportation Security Act of 2002, or the MTSA, and regulations of the IMO, including, but not limited to, the International Convention on Civil Liability for Oil Pollution Damage of 1969, as from time to time amended and generally referred to as CLC, the IMO International Convention for the Prevention of Pollution from Ships of 1973, as from time to time amended and generally referred to as MARPOL, including the designation of emission control areas, or ECAs, thereunder, the IMO International Convention for the Safety of Life at Sea of 1974, as from time to time amended and generally referred to as SOLAS, the IMO International Convention on Load Lines of 1966, as from time to time amended and generally referred to as the LL Convention, the International Convention on Civil Liability for Bunker Oil Pollution Damage, generally referred to as the Bunker Convention, the IMO's International Management Code for the Safe Operation of Ships and for Pollution Prevention, generally referred to as the ISM Code, the International Convention for the Control and Management of Ships' Ballast Water and Sediments, generally referred to as the BWM Convention, and the International Ship and Port Facility Security Code, or ISPS.

We may also incur additional costs in order to comply with other existing and future regulatory obligations, including, but not limited to, costs relating to the 0.5% sulfur cap on marine fuels, air emissions including greenhouse gases, the management of ballast water, maintenance and inspection, development and implementation of emergency procedures and insurance coverage or other financial assurance of our ability to address pollution incidents. These costs could have a material adverse effect on our business, results of operations, cash flows and financial condition and our available cash. Because such conventions, laws and regulations are often revised, we cannot predict the ultimate cost of complying with such conventions, laws and regulations or the impact thereof on the resale price or useful life of vessels we may acquire in the future. Additional conventions, laws and regulations may be adopted which could limit our ability to do business or increase the cost of our doing business and which may materially adversely affect our operations.

Regulations relating to ballast water discharge may adversely affect our revenues and profitability.

The IMO has imposed updated guidelines for ballast water management systems specifying the maximum amount of viable organisms allowed to be discharged from a vessel's ballast water. Depending on the date of the IOPP renewal survey, existing vessels constructed before September 8, 2017 must comply with the updated D-2 standard. For most vessels, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. Ships constructed on or after September 8, 2017 are to comply with the D-2 standards. Vessels are required to meet the discharge standard D-2 by installing an approved Ballast Water Management System (or BWMS). Pursuant to the BWM Convention amendments that entered into force in October 2019, BWMSs installed on or after October 28, 2020 shall be approved in accordance with BWMS Code, while BWMSs installed before October 23, 2020 must be approved taking into account guidelines developed by the IMO or the BWMS Code. Ships sailing in U.S. waters are required to employ a type-approved BWMS which is compliant with USCG regulations. Amendments to the BWM Convention entered into force in June 2022 concerning commissioning testing of BWMS and the form of the International Ballast Water Management Certificate. We have installed ballast water treatment systems in all our vessels which comply with the updated guidelines. Nevertheless, we might incur compliance costs for any vessels we might acquire in the future, which might have a substantial effect on our profitability. Additionally, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges. The U.S., for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements. Amendments to the BWM Convention concerning commissioning testing of BWMS and the form of the International Ballast Water Management Certificate became effective in June 2022.

Furthermore, United States regulations are currently changing. Although the 2013 Vessel General Permit, or VGP, program and U.S. National Invasive Species Act, or NISA, are currently in effect to regulate ballast discharge, exchange and installation, the Vessel Incidental Discharge Act, or VIDA, which was signed into law on December 4, 2018, requires that the U.S. Coast Guard develop implementation, compliance, and enforcement regulations regarding ballast water. It intends to replace the VGP scheme and streamline the patchwork of federal, state, and local requirements for the commercial vessel community. The US Environmental Protection Agency, or EPA, has indicated that new federal discharge standards for vessels may be published in autumn 2024. In the meantime, the agency has seemingly strengthened its inspection and enforcement efforts to ensure compliance with the extended VGP scheme and warns that non-compliance can result in significant penalties. The VIDA gave the EPA two years to develop new national discharge standards for vessels and the U.S/ Coast Guard another two years to develop regulations and best management practices to implement and enforce those standards. VIDA also specifies that the provisions of the VGP will continue to apply until EPA and the U.S. Coast Guard publish their final regulations, regardless of how long that takes, and that the permit cannot be modified during that time. On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incidental Discharge National Standards of Performance under VIDA, and in November 2020, held virtual public meetings, but a final rule has not been promulgated. The new regulations could require the installation of new equipment, which may cause us to incur substantial costs. Under VIDA, all provisions of the 2013 VGP and USCG ballast water regulations remain in force and effect as currently written until the EPA publishes standards and the corresponding Coast Guard regulations are published. The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to VIDA. Several U.S. states have added specific requirements to the Vessel General Permit including submission of a Notice of Intent, or NOI, or retention of a PARI form and submission of annual reports. Although EPA did issue a notice of proposed rulemaking in October 2020, a final rule on new discharge standards has still not been promulgated – which also means that a complete replacement scheme for the VGP is still some time away. A recent announcement on the EPA indicates that a final rule on the discharge standards may be ready in the autumn of 2024. Thus, if the U.S. Coast Guard spends the full two years to finalise the corresponding enforcement standards, the current 2013 VGP scheme will remain in force until 2026. This rule changes may have financial impact on our vessels and may result in vessels being banded from calling in US in case compliance issues arise.

Increased inspection procedures, tighter import and export controls and new security regulations could increase costs and disrupt our business.

International shipping is subject to security and customs inspection and related procedures in countries of origin, destination and trans-shipment points. Since the events of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security, such as the MTSA. These security procedures can result in delays in the loading, discharging or trans-shipment and the levying of customs duties, fines or other penalties against exporters or importers and, in some cases, vessels. Future changes to the existing security procedures may be implemented that could affect the dry bulk sector. These changes have the potential to impose additional financial and legal obligations on vessels and, in certain cases, to render the shipment of certain types of goods uneconomical or impractical. These additional costs could reduce the volume of goods shipped, resulting in a decreased demand for vessels and have a negative impact on our business, revenues and customer relations.

Acts of piracy on ocean-going vessels have increased in frequency, which could adversely affect our business.

Acts of piracy have historically affected ocean-going vessels trading in regions of the world such as the South China Sea, Strait of Malacca, Arabian Sea, Red Sea, Gulf of Aden off the coast of Somalia, Indian Ocean and Gulf of Guinea. Sea piracy incidents continue to occur, particularly in the South China Sea, the Indian Ocean, in the Gulf of Guinea and the Strait of Malacca, with dry bulk vessels particularly vulnerable to such attacks. Although the frequency of sea piracy worldwide has generally decreased since 2013, sea piracy incidents continue to occur. Acts of piracy could result in harm or danger to the crews that man our vessels. Additionally, if piracy attacks result in regions in which our vessels are deployed being characterized as “war risk” zones by insurers or if our vessels are deployed in Joint War Committee “war and strikes” listed areas, premiums payable for insurance coverage could increase significantly and such insurance coverage may be more difficult to obtain. In addition, crew and security equipment costs, including costs which may be incurred to employ onboard security armed guards, could increase in such circumstances. Furthermore, while we believe the charterer remains liable for charter payments when a vessel is seized by pirates, the charterer may dispute this and withhold charter hire until the vessel is released. A charterer may also claim that a vessel seized by pirates was not “on-hire” for a certain number of days and is therefore entitled to cancel the charterparty, a claim that we would dispute. We may not be adequately insured to cover losses from these incidents, which could have a material adverse effect on us. In addition, any detention hijacking as a result of an act of piracy against our vessels, or an increase in cost, or unavailability, of insurance for our vessels could have a material adverse impact on our business, financial condition and results of operations.

The operation of dry bulk vessels has particular operational risks.

The operation of dry bulk vessels has certain unique risks. With a dry bulk vessel, the cargo itself and its interaction with the vessel can be an operational risk. By their nature, dry bulk cargoes are often heavy, dense, easily shifted, and react badly to water exposure. In addition, dry bulk vessels are often subjected to battering treatment during discharging operations with grabs, jackhammers (to pry encrusted cargoes out of the hold) and small bulldozers. This treatment may cause damage to the vessel. Vessels damaged due to treatment during discharging procedures may affect a vessel’s seaworthiness while at sea. Hull fractures in dry bulk vessels may lead to the flooding of the vessels’ holds. If a dry bulk vessel suffers flooding in its forward holds, the bulk cargo may become so dense and waterlogged that its pressure may buckle the vessel’s bulkheads, leading to the loss of a vessel. If we are unable to adequately maintain our vessels, we may be unable to prevent these events. Any of these circumstances or events could negatively impact our business, financial condition, and results of operations.

If any of our vessels fails to maintain its class certification or fails any annual survey, intermediate survey, or special survey, or if any scheduled class survey takes longer or is more expensive than anticipated, this could have a material adverse impact on our financial condition and results of operations.

The hull and machinery of every commercial vessel must be certified by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and the SOLAS.

A vessel must undergo annual, intermediate and special surveys. The vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. At the beginning, in between and in the end of this cycle, every vessel is required to undergo inspection of her underwater parts that usually includes dry-docking. These surveys and dry-dockings can be costly and can result in delays in returning a vessel to operation.

If any vessel does not maintain its class, the vessel will not be allowed to carry cargo between ports and cannot be employed or insured. Any such inability to carry cargo or be employed, or any related violation of the covenants under our loans or other financing agreements, could have a material adverse impact on our financial condition and results of operations.

Because seafaring employees we employ are covered by industry-wide collective bargaining agreements, failure of industry groups to renew those agreements may disrupt our operations and adversely affect our earnings.

We employ a large number of seafarers. All the seafarers employed on the vessels in our fleet are covered by industry-wide collective bargaining agreements that set minimum standards in wages and labor conditions. We cannot assure you that these agreements will be renewed as necessary or will prevent labor interruptions. Any labor interruptions could disrupt our operations and harm our financial performance.

Maritime claimants could arrest or attach one or more of our vessels, which could interrupt our cash flows.

Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel for unsatisfied debts, claims or damages. In many jurisdictions, a maritime lien holder may enforce its lien by arresting a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels could interrupt our cash flow and require us to pay large sums of funds to have the arrest lifted, which would have a material adverse effect on our financial condition and results of operations.

In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel which is subject to the claimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could try to assert “sister ship” liability against one of our vessels for claims relating to another of our vessels.

Governments could requisition our vessels during a period of war or emergency, which could negatively impact our business, financial condition, results of operations, and available cash.

A government could requisition for title or hire one or more of our vessels. Requisition for title occurs when a government takes control of a vessel and becomes the owner. Also, a government could requisition a vessel for hire. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates. Generally, requisitions occur during a period of war or emergency. Government requisition of one or more of our vessels could have a material adverse effect on our financial condition and results of operations.

Risks Relating to Our Company

The market values of our vessels may decrease, which could limit the amount of funds that we can borrow or trigger breaches of certain financial covenants under our current or future loan agreements and other financing agreements, and we may incur an impairment or, if we sell vessels following a decline in their market value, a loss.

The fair market values of our vessels are related to prevailing freight charter rates. While the fair market value of vessels and the freight charter market have a very close relationship as the charter market moves from trough to peak, the time lag between the effect of charter rates on market values of ships can vary. A decrease in the market value of our vessels could require us to raise additional capital in order to remain compliant with our loan covenants or the covenants in the other financing agreements and could result in the loss of our vessels (including, through foreclosure by our lenders and lessors) and adversely affect our earnings and financial condition.

The market value of dry bulk vessels, and Capesize dry bulk carriers in particular, has historically exhibited great volatility. From 2010 until today, Capesize yard resale prices have fluctuated from $35 million in February 2016 to $74 million in April 2010. The fair market value of our vessels is dependent on other factors as well, including:

•	general economic and market conditions affecting the shipping industry, including changes in global dry cargo commodity supply;
•	prevailing levels of charter rates;
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•	competition from other shipping companies;
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•	sophistication and condition of the vessels;
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•	advances in efficiency, such as introduction of autonomous vessels;
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•	where the vessel was built and as-built specifications;
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•	lifetime maintenance record;
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•	supply and demand for vessels;
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•	types, sizes, and age of vessels;
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•	number of newbuilding deliveries;
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•	number of vessels scrapped or otherwise removed from the world fleet;
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•	changes in environmental and other regulations that may limit the useful life of vessels;
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•	decreased costs and increases in use of other modes of transportation;
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•	cost of newbuildings or secondhand vessel acquisitions;
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•	whether the vessel is equipped with scrubbers;
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•	global economic or pandemic-related crises;
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•	governmental and other regulations, including environmental regulations;
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•	ability of buyers to access financing and capital;
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•	technological advances; and
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•	the cost of retrofitting or modifying existing ships to respond to technological advances in vessel design or equipment, changes in applicable environmental or other<br> regulations or standards, or otherwise.
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In addition, as vessels grow older, they generally decline in value. If the fair market value of our vessels declines, we may not be in compliance with certain covenants in our loan agreements and other financing agreements, and our lenders or lessors could accelerate our indebtedness or require us to pay down our indebtedness to a level where we are again in compliance with the covenants under our loans and other financing agreements. If any of our current or future loans and other financing agreements are accelerated, we may not be able to refinance our debt or obtain additional funding. We expect that we will enter into more loan agreements and other financing agreements in connection with our vessels or with future acquisitions of vessels. For more information regarding our current loan facilities and other financing agreements, please see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Loan Arrangements – Credit Facilities.”

In addition, if vessel values decline, we may have to record an impairment adjustment in our financial statements, which could adversely affect our financial results. Furthermore, if we sell one or more of our vessels at a time when vessel prices have fallen, the sale price may be less than the vessel’s carrying value on our consolidated financial statements, resulting in a loss on sale or an impairment loss being recognized, leading to a reduction in earnings.

We may enter into newbuilding projects which are subject to risks that could cause delays.

We may enter into newbuilding contracts in connection with our vessel acquisition strategy. Newbuilding construction projects are subject to risks of delay inherent in any large construction project from numerous factors, including shortages of equipment, materials or skilled labor, unscheduled delays in the delivery of ordered materials and equipment or shipyard construction, failure of equipment to meet quality and/or performance standards, financial or operating difficulties experienced by equipment vendors or the shipyard, unanticipated actual or purported change orders, inability to obtain required permits or approvals, design or engineering changes and work stoppages and other labor disputes, adverse weather conditions or any other events of force majeure. A shipyard’s failure to deliver a vessel on time may result in the delay of revenue from the vessel. Any such failure or delay could have a material adverse effect on our operating results.

We may be unable to obtain financing for any vessels we may acquire.

We can offer no assurance that we will be able to obtain the necessary financing for the acquisition of any vessels we may acquire on attractive terms or at all. If financing is not available when needed, or is available only on unfavorable terms, we may be unable to meet our purchase price payment obligations and complete the acquisition of such vessels and expand the size of our fleet. If we fail to fulfill our commitments thereunder, due to an inability to obtain financing or otherwise, we may also be liable for damages for breach of contract. Our failure to obtain the funds for these capital expenditures could have a material adverse effect on our business, results of operations, financial conditions, and cash flows.

We may acquire additional vessels in the future, and if those vessels are not delivered on time or are delivered with significant defects, our earnings and financial condition could suffer.

We have recently expanded our fleet significantly and may acquire additional vessels in the future. A delay in the delivery of any vessels to us, the failure of the contract counterparty to deliver a vessel at all, or us not taking delivery of a vessel could cause us to breach our obligations under a related time charter or could otherwise adversely affect our financial condition and results of operations. In addition, the delivery of any vessel with substantial defects could have similar consequences.

Substantial debt levels could limit our flexibility to obtain additional financing and pursue other business opportunities.

As of December 31, 2022, we had $248.7 million of outstanding debt excluding deferred finance costs and debt discounts and the convertible note issued to a former principal shareholder of the Company, Jelco Delta Holding Corp., or JDH. Moreover, we anticipate that we will incur future indebtedness in connection with the acquisition of additional vessels, although there can be no assurance that we will be successful in identifying further vessels or securing such debt financing. Significant levels of debt could have important consequences to us, including the following:

•	our ability to obtain additional financing, if necessary, for working capital, capital expenditures, acquisitions or other purposes may be impaired, or such financing may be unavailable on favorable<br> terms, or at all;
•	we may need to use a substantial portion of our cash from operations to make principal and interest payments on our bank debt and financing liabilities, reducing the funds that would otherwise be<br> available for operations, future business opportunities and any future dividends to our shareholders;
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•	our debt level could make us more vulnerable to competitive pressures or a downturn in our business or the economy generally than our competitors with less debt; and
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•	our debt level may limit our flexibility in responding to changing business and economic conditions.
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Our ability to service our indebtedness will depend upon, among other things, our future financial and operating performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors, some of which are beyond our control, as well as the interest rates applicable to our outstanding indebtedness. If our operating income is not sufficient to service our indebtedness, we will be forced to take actions, such as reducing or delaying our business activities, acquisitions, investments or capital expenditures, selling assets, restructuring or refinancing our debt or seeking additional equity capital. We may not be able to effect any of these remedies on satisfactory terms, or at all. In addition, a lack of liquidity in the debt and equity markets could hinder our ability to refinance our debt or obtain additional financing on favorable terms in the future. For more information regarding our current loan arrangements, please see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Loan Arrangements.”

Our loan agreements and other financing arrangements contain, and we expect that other future loan agreements and financing arrangements will contain, restrictive covenants that may limit our liquidity and corporate activities, which could limit our operational flexibility and have an adverse effect on our financial condition and results of operations. In addition, because of the presence of cross-default provisions in our loan agreements and financing arrangements, a default by us under one loan or financing agreement could lead to defaults under multiple loans and financing agreements.

Our loan agreements and other financial arrangements contain, and we expect that other future loan agreements and financing arrangements will contain, customary covenants and event of default clauses, financial covenants, restrictive covenants and performance requirements, which may affect operational and financial flexibility. Such restrictions could affect, and in many respects limit or prohibit, among other things, our ability to pay dividends, incur additional indebtedness, create liens, sell assets, or engage in mergers or acquisitions. These restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs or otherwise restrict corporate activities. There can be no assurance that such restrictions will not adversely affect our ability to finance our future operations or capital needs.

As a result of these restrictions, we may need to seek permission from our lenders and other financing counterparties in order to engage in some corporate actions. Our lenders' and other financing counterparties' interests may be different from ours and we may not be able to obtain their permission when needed. This may prevent us from taking actions that we believe are in our best interests, which may adversely impact our revenues, results of operations and financial condition.

A failure by us to meet our payment and other obligations, including our financial covenants and any security coverage requirements, could lead to defaults under our financing arrangements. Likewise, a decrease in vessel values or adverse market conditions could cause us to breach our financial covenants or security requirements (the market values of dry bulk vessels have generally experienced high volatility). In the event of a default that we cannot remedy, our lenders and other financing counterparties could then accelerate their indebtedness and foreclose on the respective vessels in our fleet. The loss of any of our vessels could have a material adverse effect on our business, results of operations and financial condition.

Because of the presence of cross-default provisions in our loan agreements and financing agreements, a default by us under a loan or financing agreement and the refusal of any lender or financing counterparty to grant or extend a waiver could result in the acceleration of our indebtedness under our other loans and financing agreements. A cross-default provision means that if we default on one loan, we would then default on our other loans containing a cross-default provision.

In the recent past, we have obtained waivers, deferrals and amendments of certain financial covenants, payment obligations and events of default under our loan facilities with our lenders. However, there can be no assurance that we will obtain similar waivers and deferrals from our lenders in the future, if needed, as we have obtained in the past.

For more information regarding our current loan facilities, see please see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Loan Arrangements.”

We depend on officers and directors who are associated with United Maritime Corporation, of the Republic of the Marshall Islands (“United”), which may create conflicts of interest.

Our officers and directors have fiduciary duties to manage our business in a manner beneficial to us and our shareholders. However, Stamatios Tsantanis, who serves as our Chairman and Chief Executive Officer, is also the Chairman and Chief Executive Officer of United. In addition, Stavros Gyftakis, who serves as our Chief Financial Officer, is the Chief Financial Officer and a director of United. Christina Anagnostara and Ioannis Kartsonas, who serve as independent directors for us, also serve as independent directors of United. These officers and directors have fiduciary duties and responsibilities to manage the business of United in a manner beneficial to it and its shareholders and may have conflicts of interest in matters involving or affecting us and our customers or shareholders, or when faced with decisions that could have different implications for United than they do for us. The resolution of these potential conflicts may not always be in our best interest or that of our shareholders and could have a material adverse effect on our business, results of operations, cash flows, and financial condition.

If we fail to manage our planned growth properly, we may not be able to successfully expand our market share.

Our fleet currently consists of 16 Capesize vessels, and we may acquire additional vessels in the future. Our ability to manage our growth will primarily depend on our ability to:

•	generate excess cash flow so that we can invest without jeopardizing our ability to cover current and foreseeable working capital needs, including debt service;
•	finance our operations;
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•	locate and acquire suitable vessels;
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•	identify and consummate acquisitions or joint ventures;
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•	integrate any acquired businesses or vessels successfully with our existing operations;
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•	hire, train and retain qualified personnel and crew to manage and operate our growing business and fleet; and
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•	expand our customer base.
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Growing any business by acquisitions presents numerous risks such as obtaining acquisition financing on acceptable terms or at all, undisclosed liabilities and obligations, difficulty in obtaining additional qualified personnel, managing relationships with customers and suppliers and integrating newly acquired operations into existing infrastructures. We may not be successful in executing our growth plans and we may incur significant additional expenses and losses in connection therewith.

Purchasing and operating secondhand vessels, such as our current fleet, may result in increased operating costs and vessel off-hire, which could adversely affect our financial condition and results of operations.

All 16 of the vessels in our fleet are secondhand vessels. Our inspection of these or other secondhand vessels prior to purchase does not provide us with the same knowledge about their condition and the cost of any required or anticipated repairs that we would have had if these vessels had been built for and operated exclusively by us. We have not received in the past, and do not expect to receive in the future, the benefit of warranties on any secondhand vessels we acquire.

As the vessels in our fleet or other secondhand vessels we may acquire age, they may become less fuel efficient and costlier to maintain and will not be as advanced as recently constructed vessels due to improvements in design, technology and engineering, including improvements required to comply with government regulations. Rates for cargo insurance, paid by charterers, also increase with the age of a vessel, making older vessels less desirable to charterers.

In addition, charterers actively discriminate against hiring older vessels. Rightship, the ship vetting service founded by Rio Tinto and BHP-Billiton, has become a major vetting service in the dry bulk shipping industry, which ranks the suitability of vessels based on a scale of one to five stars. There are carriers that may not charter a vessel that Rightship has vetted with fewer than three stars. Therefore, a potentially deteriorated star rating for our vessels may affect their commercial operation and profitability and vessels in our fleet with lower ratings may experience challenges in securing charters. Effective as of January 1, 2018, Rightship's age trigger for a dry cargo inspection for vessels over 8,000 dwt changed from 18 years to 14 years, after which an annual acceptable Rightship inspection will be required. Rightship may downgrade any vessel over 18 years of age that has not completed a satisfactory inspection by Rightship, in the same manner as any other vessel over 14 years of age, to two stars, which significantly decreases its chances of entering into a charter. Nine, five and two vessels in our fleet have five, four and three-star risk ratings from Rightship, respectively.

Governmental regulations, safety or other equipment standards related to the age or condition of vessels may require expenditures for alterations, or the addition of new equipment, to our vessels and may restrict the type of activities in which the vessels may engage. As our vessels age, market conditions may not justify those expenditures or enable us to operate our vessels profitably during the remainder of their useful lives.

In addition, unless we maintain cash reserves for vessel replacement, we may be unable to replace the vessels in our fleet upon the expiration of their useful lives. We estimate the useful life of our vessels to be 25 years from the date of initial delivery from the shipyard. Our cash flows and income are dependent on the revenues we earn by chartering our vessels to customers. If we are unable to replace the vessels in our fleet upon the expiration of their useful lives, our business, financial condition and results of operations will be materially adversely affected. Any reserves set aside for vessel replacement would not be available for other cash needs or dividends.

Volatility of LIBOR and potential changes of the use of LIBOR as a benchmark could affect our profitability, earnings, and cash flow.

The London Interbank Offered Rate (“LIBOR”) is the subject of recent national, international, and other regulatory guidance and proposals for reform. These reforms and other pressures may cause LIBOR to be eliminated or to perform differently than in the past. The consequences of these developments cannot be entirely predicted but could include an increase in the cost of any of our future variable rate indebtedness and obligations. LIBOR has been volatile in the past, with the spread between LIBOR and the prime lending rate widening significantly at times. Currently five of our debt facilities have interest rates that fluctuate with changes in LIBOR and hence significant changes in LIBOR could have a material effect on the amount of interest payable on any future indebtedness, which in turn, could have an adverse effect on our financial condition.

Furthermore, the calculation of interest in most financing agreements in our industry has been based on published LIBOR rates. Due in part to uncertainty relating to the LIBOR calculation process in recent years, it is likely that the publication of LIBOR will be phased out in mid-2023. As a result, lenders have insisted, and our lenders could in the future insist, on provisions that entitle the lenders, to replace published LIBOR as the base for the interest calculation with another equivalent rate negotiated between the parties and/or their cost-of-funds rate. The triggering of such provisions could significantly increase our lending costs, which would have an adverse effect on our profitability, earning, and cash flow. The Alternative Reference Rate Committee, a committee convened by the Federal Reserve that includes major market participants, has proposed the Secured Overnight Financing Rate, or SOFR, an alternative rate to replace U.S. Dollar LIBOR. The impact of such a transition from LIBOR to SOFR could be significant for us.

In order to manage any future exposure to interest rate fluctuations, we may from time to time use interest rate derivatives to effectively fix any floating rate debt obligations. No assurance can, however, be given that the use of these derivative instruments, if any, may effectively protect us from adverse interest rate movements. The use of interest rate derivatives may affect our results through mark to market valuation of these derivatives. Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash position. Interest rate derivatives may also be impacted by the transition from LIBOR to SOFR or other alternative rates.

The failure of our current or future counterparties to meet their obligations under our charter agreements could cause us to suffer losses or otherwise adversely affect our business.

The ability and willingness of each of our current or future counterparties to perform its obligations under charter agreements with us will depend on a number of factors that are beyond our control and may include, among other things, general economic conditions, the condition of the dry bulk shipping industry and the industries in which our counterparties operate and the overall financial condition of the counterparties. From time to time, those counterparties may account for a significant amount of our chartering activity and revenues. In addition, in challenging market conditions, there have been reports of charterers renegotiating their charters or defaulting on their obligations under charter agreements, and so our customers may fail to pay charter hire or attempt to renegotiate charter rates. Should a counterparty fail to honor its obligations under agreements with us, it may be difficult to secure substitute employment for such vessel, and any new charter arrangements we secure in the spot market or on time charters could be at lower rates. If our charterers fail to meet their obligations to us or attempt to renegotiate our charter agreements, we could suffer significant losses, which could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Rising crew costs may adversely affect our profits.

Crew costs are expected to be a significant expense for us. Recently, the limited supply of and increased demand for highly skilled and qualified crew, due to the increase in the size of the global shipping fleet, has created upward pressure on crewing costs. Increases in crew costs may adversely affect our profitability if we are not able to increase our rates.

We may not be able to attract and retain key management personnel and other employees in the shipping industry, which may negatively affect the effectiveness of our management and our results of operations.

Our success will depend to a significant extent upon the abilities and efforts of our management team, including our ability to retain key members of our management team and the ability of our management to recruit and hire suitable employees. The loss of any of these individuals could adversely affect our business prospects and financial condition. Difficulty in hiring and retaining personnel could adversely affect our results of operations.

Our vessels may suffer damage, and we may face unexpected repair costs, which could adversely affect our cash flow and financial condition.

If our vessels suffer damage, they may need to be repaired at a shipyard facility. The costs of repairs are unpredictable and can be substantial. The loss of earnings while our vessels are being repaired and repositioned, as well as the actual cost of these repairs, would decrease our earnings and reduce the amount of any dividends in the future. We may not have insurance that is sufficient to cover all or any of these costs or losses and may have to pay repair costs not covered by our insurance.

We are exposed to U.S. dollar and foreign currency fluctuations and devaluations that could harm our reported revenue and results of operations.

We generate all of our revenues and incur the majority of our operating expenses in U.S. dollars, but we currently incur many of our general and administration expenses in currencies other than the U.S. dollar, primarily the euro. Because such portion of our expenses is incurred in currencies other than the U.S. dollar, our expenses may from time to time increase relative to our revenues as a result of fluctuations in exchange rates, particularly between the U.S. dollar and the euro, which could affect the amount of net income that we report in future periods. We may use financial derivatives to operationally hedge some of our currency exposure. Our use of financial derivatives involves certain risks, including the risk that losses on a hedged position could exceed the nominal amount invested in the instrument and the risk that the counterparty to the derivative transaction may be unable or unwilling to satisfy its contractual obligations, which could have an adverse effect on our results.

We maintain cash with a limited number of financial institutions including financial institutions that may be located in Greece, which will subject us to credit risk.

We maintain all of our cash with a limited number of financial institutions, including institutions that are located in Greece. These financial institutions located in Greece may be subsidiaries of international banks or Greek financial institutions. Although concerns relating to the sovereign debt crisis have largely been allayed and Greece has emerged from its bailout programs, the stand-alone financial strength of the banks and the anticipated additional pressures stemming from the legacy of the country's multi-year debt crisis and the COVID-19 pandemic continue to create uncertain economic prospects.

Additionally, only a small portion of cash balances are covered by insurance in the event of default by these financial institutions in Greece or elsewhere. Several banks, including banks in the United States and Switzerland, have recently been subject to extraordinary resolution procedures or sale because of the risk of such a default. Furthermore, in the event any of our banks do not allow us to withdraw funds in the time and amounts that we want, we may not timely comply with contractual provisions in any of our contracts or our salary obligations, among other things. The occurrence of such a default of any of our banks could have a material adverse effect on our business, financial condition, results of operations and cash flows, and we may lose part or all of our cash that we deposit with such banks.

We are a holding company and we depend on the ability of our subsidiaries to distribute funds to us in order to satisfy financial obligations or to pay dividends.

We are a holding company and our subsidiaries, which are all wholly owned by us either directly or indirectly, conduct all of our operations and own all of our operating assets. We have no significant assets other than the equity interests in our wholly owned subsidiaries. As a result, our ability to make dividend payments depends on our subsidiaries and their ability to distribute funds to us. The ability of a subsidiary to make these distributions could be affected by the covenants in our loan agreements, a claim or other action by a third party, including a creditor, and the laws of Bermuda, the British Virgin Islands, Liberia, Malta and the Republic of the Marshall Islands, where our vessel-owning or other subsidiaries are incorporated, which regulate the payment of dividends by companies. If we are unable to obtain funds from our subsidiaries, we may not be able to satisfy our financial obligations.

In the highly competitive international shipping industry, we may not be able to compete for charters with new entrants or established companies with greater resources, which may adversely affect our results of operations.

We employ our vessels in a highly competitive market that is capital intensive and highly fragmented. Competition arises primarily from other vessel owners, some of whom may have substantially greater resources than we do. Competition for the transportation of dry bulk cargoes by sea is intense and depends on price, location, size, age, condition and the acceptability of the vessel and its operators to the charterers. Due in part to the highly fragmented market, competitors with greater resources could enter the dry bulk shipping industry and operate larger fleets through consolidations or acquisitions and may be able to offer lower charter rates and higher quality vessels than we are able to offer. Although we believe that no single competitor has a dominant position in the markets in which we compete, we are aware that certain competitors may be able to devote greater financial and other resources to their activities than we can, resulting in a significant competitive threat to us. We cannot give assurances that we will continue to compete successfully with our competitors or that these factors will not erode our competitive position in the future.

Due to our lack of fleet diversification, adverse developments in the maritime dry bulk shipping industry would adversely affect our business, financial condition, and operating results.

Our business currently depends on the transportation of dry bulk commodities, and our fleet consists exclusively of Capesize vessels. Our current lack of diversification could make us vulnerable to adverse developments in the maritime dry bulk shipping industry and demand for Capesize vessels in particular, which would have a significantly greater impact on our business, financial condition and operating results than it would if we maintained more diverse assets or lines of business.

We may be subject to litigation that, if not resolved in our favor and not sufficiently insured against, could have a material adverse effect on us.

We may be, from time to time, involved in various litigation matters. These matters may include, among other things, contract disputes, personal injury claims, environmental claims or proceedings, asbestos and other toxic tort claims, employment matters, governmental claims for taxes or duties, and other litigation that arises in the ordinary course of our business. Although we intend to defend these matters vigorously, we cannot predict with certainty the outcome or effect of any claim or other litigation matter, and the ultimate outcome of any litigation or the potential costs to resolve them may have a material adverse effect on us. Insurance may not be applicable or sufficient in all cases or insurers may not remain solvent, which may have a material adverse effect on our financial condition.

The shipping industry has inherent operational risks that may not be adequately covered by our insurances. Further, because we obtain some of our insurances through protection and indemnity associations, we have been and may in the future be retrospectively subject to calls or premiums in amounts based not only on our own claim records, but also on the claim records of all other members of the protection and indemnity associations.

We procure insurance for our fleet against risks commonly insured against by vessel owners and operators. Our current insurances include hull and machinery insurance, war risks insurance, demurrage and defense insurance and protection and indemnity insurance (which includes environmental damage and pollution insurance). We do not expect to maintain for our vessels insurance against loss of hire, which covers business interruptions that result from the loss of use of a vessel, except in cases when our vessels transit through or call at high risk areas. We may not be adequately insured against all risks or our insurers may not pay a particular claim. Even if our insurance coverage is adequate to cover our losses, we may not be able to timely obtain a replacement vessel in the event of a loss. Furthermore, in the future, we may not be able to obtain adequate insurance coverage at reasonable rates for our fleet. Our insurance policies also contain deductibles, limitations and exclusions which, although we believe are standard in the shipping industry, may nevertheless increase our costs. If our insurances are not enough to cover claims that may arise, the deficiency may have a material adverse effect on our financial condition and results of operations. We have been and may in the future be retrospectively subject to calls, or premiums, in amounts based not only on our own claim records but also the claim records of all other members of the protection and indemnity associations through which we receive indemnity insurance coverage for tort liability, including pollution-related liability. In the past, we paid approximately $0.3 million in response to these calls, and our payment of such calls could in the future result in significant expenses to us.

Failure to comply with the U.S. Foreign Corrupt Practices Act of 1977, or FCPA, could result in fines, criminal penalties, and an adverse effect on our business.

We operate throughout the world, including countries with a reputation for corruption. We are committed to doing business in accordance with applicable anti-corruption laws and have adopted a code of business conduct and ethics which is consistent and in full compliance with the FCPA. We are subject, however, to the risk that we, our affiliated entities or our or their respective officers, directors, employees and agents may take action determined to be in violation of such anti-corruption laws, including the FCPA. Any such violation could result in substantial fines, sanctions, civil and/or criminal penalties, curtailment of operations in certain jurisdictions, and might adversely affect our business, results of operations or financial condition. In addition, actual or alleged violations could damage our reputation and ability to do business. Furthermore, detecting, investigating, and resolving actual or alleged violations is expensive and can consume significant time and attention of our senior management.

We depend on third-party technical and commercial managers for crewing and certain aspects of technical and commercial management of some of our ships. Our operations could be negatively affected if third-party managers fail to perform their services satisfactorily.

Seanergy Shipmanagement Corp., or Seanergy Shipmanagement, our wholly owned ship management subsidiary, provides certain technical management services to the majority of the

        vessels in our fleet, namely the MVs Dukeship, Fellowship, Friendship, Knightship, Lordship, Worldship, Hellasship, Partnership, Flagship, Patriotship, Honorship, Premiership, Geniuship, Squireship and
        Paroship and it is expected to undertake the technical management of the remaining vessels of our fleet in the future. Seanergy Management Corp., or Seanergy Management, our wholly owned subsidiary,
        provides us with certain other management services. Moreover, we also depend on third-party technical, crew and commercial managers. V.Ships Greece provide us with certain technical, general administrative and support services \(including vessel
        maintenance, crewing, purchasing, shipyard supervision, assistance with regulatory compliance, accounting related to vessels and provisions\) for the Championship and the Friendship. V.Ships provide crew management services to the MVs Fellowship, Lordship, Knightship, Premiership, Geniuship and Squireship.  Anglo-Eastern Crew Management \(Asia\) Limited, or Anglo-Eastern, provide crew
        management services to the Worldship and Dukeship, while Global Seaways S.A., or Global Seaways, provide crew management services to the Hellasship, Partnership, Flagship, Patriotship, Honorship and Paroship. Fidelity provides us with commercial management services for our vessels.

Our operational success depends upon V.Ships’, V.Ships Greece’s, Global Seaways’, Anglo-Eastern’s and Fidelity’s satisfactory performance of these services. Our business would be harmed if V.Ships, V.Ships Greece, Global Seaways’, Anglo-Eastern or Fidelity failed to perform these services satisfactorily. In addition, if our management agreements with any of V.Ships, V. Ships Greece or Fidelity were to be terminated or if their terms were to be altered, our business could be adversely affected, as we may not be able to immediately replace such services, and even if replacement services were immediately available, the terms offered could be less favorable than those under our existing management agreements.

In addition, our ability to compete for and enter into new period time and spot charters and to expand our relationships with our existing charterers depends significantly on our relationship with our third-party commercial manager, Fidelity. If Fidelity fails to perform its obligations, it may harm our ability to renew existing charters upon their expiration, obtain new charters, and maintain satisfactory relationships with our charterers and suppliers.

The failure of our third-party managers to perform their obligations satisfactorily could have a material adverse effect on our business, financial condition and results of operations. Because our third-party managers are each privately held companies, we and our shareholders might have little advance warning of financial or other problems affecting them even though their financial or other problems could have a material adverse effect on us. Although we may have rights against our third-party managers if they default on their obligations to us, our shareholders will share that recourse only indirectly to the extent that we recover funds.

Management fees will be payable to our managers regardless of our profitability, which could have a material adverse effect on our business, financial condition and results of operations.

Pursuant to our technical and crew management agreements we pay management fees to our managers as described in “Item 4.B. History and Development – Business Overview – Management of our fleet” in exchange for provision of technical, support and administrative services. The management fees do not cover expenses such as voyage expenses, vessel operating expenses, maintenance expenses and crewing costs, for which we reimburse the technical manager. The management fees are payable whether or not our vessels are employed and regardless of our profitability, and we have no ability to require our managers to reduce the management fees if our profitability decreases, which could have a material adverse effect on our business, financial condition and results of operations.

We may be classified as a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. holders of our common stock.

A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes if either (1) at least 75% of its gross income for any taxable year consists of certain types of “passive income” or (2) at least 50% of the average value of the corporation's assets produce or are held for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest, gains from the sale or exchange of investment property, and rents and royalties other than rents and royalties which are received from unrelated parties in connection with the active conduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute “passive income.” U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributions they receive from the PFIC and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC.

Based upon our current and anticipated method of operations, we do not believe that we should be a PFIC with respect to our 2022 taxable year, and we do not expect to become a PFIC in 2023 or any future taxable year. In this regard, we intend to treat our gross income from time charters as active services income, rather than rental income. Accordingly, our income from our time chartering activities should not constitute “passive income,” and the assets that we own and operate in connection with the production of that income should not constitute passive assets. There is substantial legal authority supporting this position including case law and U.S. Internal Revenue Service, or IRS, pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, it should be noted that there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. Accordingly, no assurance can be given that the IRS or a court of law will accept this position, and there is a risk that the IRS or a court of law could determine that we are a PFIC. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable year if the nature and extent of our operations change.

If the IRS were to find that we are or have been a PFIC for any taxable year, our U.S. shareholders would face adverse U.S. federal income tax consequences and certain information reporting requirements. Under the PFIC rules, unless those shareholders make an election available under the United States Internal Revenue Code of 1986 as amended, or the Code (which election could itself have adverse consequences for such shareholders), such shareholders would be liable to pay U.S. federal income tax at the then prevailing income tax rates on ordinary income plus interest upon excess distributions and upon any gain from the disposition of their shares of our common stock, as if the excess distribution or gain had been recognized ratably over the shareholder's holding period of the shares of our common stock. Similar consequences would apply to holders of our warrants. See “Item 10.E. Tax Considerations – United States Federal Income Tax Consequences – United States Federal Income Taxation of U.S. Holders – Passive Foreign Investment Company Rules” for a more comprehensive discussion of the U.S. federal income tax consequences to U.S. shareholders if we are treated as a PFIC.

We may have to pay tax on U.S. source income, which would reduce our earnings.

Under the Code, 50% of the gross shipping income of a vessel-owning or chartering corporation, such as us and our subsidiaries, that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States, exclusive of certain U.S. territories and possessions, or “U.S. source gross shipping income” may be subject to a 4% U.S. federal income tax without allowance for deduction, unless that corporation qualifies for exemption from tax under Section 883 of the Code and the applicable Treasury Regulations promulgated thereunder.

We believe that we qualify for exemption from the 4% tax under Section 883 of the Code for our 2022 taxable year. However, there are factual circumstances beyond our control that could cause us not to have the benefit of the tax exemption under Section 883 in 2023 or future years and thereby cause us to become subject to U.S. federal income tax on our U.S. source shipping income. For example, there is a risk that we could fail to qualify for exemption under Section 883 of the Code for a particular taxable year if “non-qualified” shareholders with a five percent or greater interest in our stock were, in combination with each other, to own 50% or more of the outstanding shares of our stock on more than half the days during the taxable year. See the description of the ownership tests which must be satisfied to qualify for exemption under Section 883 of the Code in “Item 10.E. Tax Considerations – United States Federal Income Tax Consequences – Exemption of Operating Income from United States Federal Income Taxation.”

Because the availability of the exemption depends on factual circumstances beyond our control, we can give no assurances on the tax-exempt status of ourselves or that of any of our subsidiaries for our 2023 or subsequent taxable years. If we or our subsidiaries are not entitled to exemption under Section 883, we or our subsidiaries will be subject to the 4% U.S. federal income tax on 50% of any shipping income such companies derive that is attributable to the transport of cargoes to or from the United States. This tax is a cost, which, if unreimbursed, has a negative effect on our business and results in decreased earnings available for distribution to our shareholders.

We may be subject to tax in the jurisdictions in which we or our vessel-owning subsidiaries are incorporated or operate.

In addition to the tax consequences discussed herein, we may be subject to tax in one or more other jurisdictions where we or our vessel-owning subsidiaries are incorporated or conduct activities. We are subject to a corporate flat tax for our subsidiaries in Malta for the period from January 1, 2022 to December 31, 2022 and could be subject to additional taxation in the future in Malta or other jurisdictions where our subsidiaries are incorporated or do business. The amount of any such tax imposed upon our operations or on our subsidiaries' operations may be material and could have an adverse effect on our earnings.

We are a “foreign private issuer,” which could make our common stock less attractive to some investors or otherwise harm our stock price.

We are a “foreign private issuer,” as such term is defined in Rule 405 under the Securities Act. As a “foreign private issuer” the rules governing the information that we disclose differ from those governing U.S. corporations pursuant to the Exchange Act. We are not required to file quarterly reports on Form 10-Q or provide current reports on Form 8-K disclosing significant events within four days of their occurrence. In addition, our officers and directors are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act and related rules with respect to their purchase and sales of our securities. Our exemption from the rules of Section 16 of the Exchange Act regarding sales of common stock by insiders means that you will have less data in this regard than shareholders of U.S. companies that are subject to the Exchange Act. Moreover, we are exempt from the proxy rules, and proxy statements that we distribute will not be subject to review by the Commission. Accordingly, there may be less publicly available information concerning us than there is for other U.S. public companies that are not foreign private issuers. These factors could make our common stock less attractive to some investors or otherwise harm our stock price.

Our corporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the Marshall Islands, and as such we are entitled to exemption from certain Nasdaq corporate governance standards. As a result, you may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance requirements.

Our Company’s corporate governance practices are in compliance with, and are not prohibited by, the laws of the Republic of the Marshall Islands. Therefore, we are exempt from many of Nasdaq’s corporate governance practices other than the requirements regarding the disclosure of a going concern audit option, submission of a listing agreement, notification of material non-compliance with Nasdaq corporate governance practices, and the establishment and composition of an audit committee and a formal written audit committee charter. For a list of the practices followed by us in lieu of Nasdaq’s corporate governance rules, we refer you to “Item 16G, Corporate Governance” in this annual report.

We conduct business in China, where the legal system is not fully developed and has inherent uncertainties that could limit the legal protections available to us.

Our vessels may be chartered to Chinese customers and from time to time on our charterers' instructions, our vessels and other vessels we may acquire may call on Chinese ports. Such charters and voyages may be subject to regulations in China that may require us to incur new or additional compliance or other administrative costs and may require that we pay to the Chinese government new taxes or other fees. Applicable laws and regulations in China may not be well publicized and may not be known to us or our charterers in advance of us or our charterers becoming subject to them, and the implementation of such laws and regulations may be inconsistent. Changes in Chinese laws and regulations, including with regards to tax matters, or changes in their implementation by local authorities, could affect our vessels and other vessels we may acquire if chartered to Chinese customers as well as our vessels and other vessels we may acquire calling to Chinese ports and could have a material adverse impact on our business, financial conditions and results of operations.

Changing laws and evolving reporting requirements could have an adverse effect on our business.

Changing laws, regulations and standards relating to reporting requirements, including the European Union General Data Protection Regulation, or GDPR, may create additional compliance requirements for us. To maintain high standards of corporate governance and public disclosure, we have invested in, and continue to invest in, reasonably necessary resources to comply with evolving standards.

GDPR broadens the scope of personal privacy laws to protect the rights of European Union citizens and requires organizations to report on data breaches within 72 hours and be bound by more stringent rules for obtaining the consent of individuals on how their data can be used. Non-compliance with GDPR may expose entities to significant fines or other regulatory claims which could have an adverse effect on our business, and results of operations.

A cyber-attack could materially disrupt our business.

We rely on information technology systems and networks in our operations and administration of our business. Our business operations could be targeted by individuals or groups seeking to sabotage or disrupt our information technology systems and networks, or to steal data. Despite our cybersecurity measures, a successful cyber-attack could materially disrupt our operations, including the safety of our operations, or lead to unauthorized release of information or alteration of information in our systems. Any such attack or other breach of or significant interruption or failure of our information technology systems could have a material adverse effect on our business and results of operations. In addition, the unavailability of the information systems or the failure of these systems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs, causing our business and results of operations to suffer.

Additionally, recent action by the IMO’s Maritime Safety Committee and United States agencies indicates that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. Any changes in the nature of cyber threats might require us to adopt additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The war between Russia and Ukraine has been accompanied by cyber-attacks against the Ukrainian government and other countries in the region. It is possible that these attacks could have collateral effects on additional critical infrastructure and financial institutions globally, which could adversely affect our operations. It is difficult to assess the likelihood of such threat and any potential impact at this time.

The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us.

Our vessels may call in ports in South America and other areas where smugglers attempt to hide drugs and other contraband on vessels, with or without the knowledge of crew members. Under some jurisdictions, vessels used for the conveyance of illegal drugs could subject such vessels to forfeiture to the government of these jurisdictions. To the extent our vessels are found with contraband, whether inside or attached to the hull of our vessels and whether with or without the knowledge of any member of our crew, we may face reputational damage and governmental or other regulatory claims or penalties which could have an adverse effect on our business, results of operations, cash flows and financial condition, as well as our ability to maintain cash flows, including cash available for distributions to pay dividends to our unitholders.

The international nature of our operations may make the outcome of any potential bankruptcy proceedings difficult to predict.

The Marshall Islands has passed an act implementing the U.N. Commission on Internal Trade Law (UNCITRAL) Model Law on Cross-Border Insolvency, or the Model Law. The adoption of the Model Law is intended to implement effective mechanisms for dealing with issues related to cross-border insolvency proceedings and encourages cooperation and coordination between jurisdictions. Notably, the Model Law does not alter the substantive insolvency laws of any jurisdiction and does not create a bankruptcy code in the Marshall Islands. Instead, the Act allows for the recognition by the Marshall Islands of foreign insolvency proceedings, the provision of foreign creditors with access to courts in the Marshall Islands, and the cooperation with foreign courts. Consequently, in the event of any bankruptcy, insolvency or similar proceedings involving us or one of our subsidiaries, bankruptcy laws other than those of the United States could apply. We have limited operations in the United States. If we become a debtor under the United States bankruptcy laws, bankruptcy courts in the United States may seek to assert jurisdiction over all of our assets, wherever located, including property situated in other countries. There can be no assurance, however, that we would become a debtor in the United States or that a United States bankruptcy court would be entitled to, or accept, jurisdiction over such bankruptcy case or that courts in other countries that have jurisdiction over us and our operations would recognize a United States bankruptcy court’s jurisdiction if any other bankruptcy court would determine it had jurisdiction.

Risks Relating to Our Common Shares

We may issue additional common shares or other equity securities without shareholder approval, which would dilute our existing shareholders' ownership interests and may depress the market price of our common shares.

We may issue additional common shares or other equity securities of equal or senior rank in the future without shareholder approval in connection with, among other things, future vessel acquisitions, the repayment of outstanding indebtedness, and the conversion of convertible financial instruments.

Our issuance of additional common shares or other equity securities of equal or senior rank in these situations would have the following effects:

•	our existing shareholders' proportionate ownership interest in us would decrease;
•	the proportionate amount of cash available for dividends payable per common share could decrease;
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•	the relative voting strength of each previously outstanding common share could be diminished; and
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•	the market price of our common shares could decline.
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In addition, as of March 30, 2023, we may be obliged to issue additional common shares pursuant to the terms of outstanding warrants and convertible note as follows:

•	11,028 common shares issuable upon the exercise of a representative’s warrant issued to Maxim Group LLC in connection with our public offering which closed on April 2, 2020, at an exercise price per share<br> of $34.00, which warrant expires on March 31, 2023;

•	27,304 common shares issuable upon the exercise of outstanding Class D warrants at an exercise price of $13.99 per share, which warrants were issued in our public offering which closed on April 2, 2020<br> and expire in April 2025;
•	449,459 common shares issuable upon the exercise of outstanding Class E Warrants at an exercise price of $4.99 per share, which warrants were issued in our underwritten public offering which closed on<br> August 20, 2020 and which expire in August 2025; and
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•	263,750 common shares issuable upon the conversion of an outstanding convertible note that we issued to JDH, at a conversion price of $12.00 per common share.
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Our issuance of additional common shares upon the exercise of such warrants and convertible note would cause the proportionate ownership interest in us of our existing shareholders, other than the exercising warrant or note holders, to decrease; the relative voting strength of each previously outstanding common share held by our existing shareholders to decrease; and, depending on our share price when and if these warrants or note are exercised, may result in dilution to our shareholders.

The market price of our common shares has been and may in the future be subject to significant fluctuations. Further, there is no guarantee of a continuing public market to resell our common shares.

The market price of our common shares has been and may in the future be subject to significant fluctuations as a result of many factors, some of which are beyond our control. Among the factors that have in the past and could in the future affect our stock price are:

•	quarterly variations in our results of operations;
•	changes in market valuations of similar companies and stock market price and volume fluctuations generally;
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•	changes in earnings estimates or the publication of research reports by analysts;
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•	speculation in the press or investment community about our business or the shipping industry generally;
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•	strategic actions by us or our competitors such as acquisitions or restructurings;
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•	the thin trading market for our common shares, which makes it somewhat illiquid;
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•	regulatory developments;
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•	additions or departures of key personnel;
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•	general market conditions; and
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•	domestic and international economic, market and currency factors unrelated to our performance.
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On December 30, 2022, the closing price of our common shares on the Nasdaq Capital Market was $4.96 per share, as compared to $5.37, which was the closing price on March 28, 2023. In addition, there has been volatility in our intra-day common share price. For example, the high and low intra-day prices on March 14, 2023 were $6.14 and $5.31, respectively. As a result, there is a potential for rapid and substantial decreases in the price of our common shares, including decreases unrelated to our operating performance or prospects.

The stock markets in general, and the markets for dry bulk shipping and shipping stocks in particular, have experienced extreme volatility that has sometimes been unrelated to the operating performance of individual companies. These broad market fluctuations may adversely affect the trading price of our common stock.

Additionally, there is no guarantee of a continuing public market to resell our common shares. Our common shares commenced trading on the Nasdaq Global Market on October 15, 2008. Since December 21, 2012, our common shares have traded on the Nasdaq Capital Market. We cannot assure you that an active and liquid public market for our common shares will continue.

On July 15, 2019, we received written notification from the Nasdaq Stock Market, indicating that because the closing bid price of our common stock for 30 consecutive business days, from May 31, 2019 to July 12, 2019, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market, we were not in compliance with Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the applicable grace period to regain compliance was 180 days, or until January 13, 2020. On January 14, 2020, we received written notification from the Nasdaq Stock Market, indicating that we were granted an additional 180-day grace period, until July 13, 2020, to cure our non-compliance with Nasdaq Listing Rule 5550(a)(2). We received written notification from the Nasdaq Stock Market dated April 17, 2020, granting an extension of the grace period to cure such non-compliance from July 13, 2020 to September 25, 2020. The extension was granted as part of Nasdaq’s determination to toll the compliance periods for all public companies, not meeting the continued listing requirements, such as the bid price requirement, due to the extraordinary market conditions and unprecedented turmoil in U.S. financial markets. On June 30, 2020, we conducted a 1-for-16 reverse stock split. On July 15, 2020, the Nasdaq Stock Market confirmed that we regained compliance with Nasdaq Listing Rule 5550(a)(2) concerning the minimum bid price of the Company’s common stock.

On September 30, 2020, we again received written notification from the Nasdaq Stock Market indicating that because the closing bid price of our common stock for 30 consecutive business days, from August 18, 2020 to September 29, 2020, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market, we were not in compliance with Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the applicable grace period to regain compliance was 180 days, or until March 29, 2021. On February 11, 2021, the Nasdaq Stock Market confirmed that we regained compliance with Nasdaq Listing Rule 5550(a)(2) concerning the minimum bid price of the Company’s common stock and this matter is now closed.

On January 26, 2022, we again received written notification from the Nasdaq Stock Market indicating that because the closing bid price of our common stock for 30 consecutive business days, from December 13, 2021 to January 25, 2022, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market, we were not in compliance with Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the applicable grace period to regain compliance was 180 days, or until July 25, 2022. On February 14, 2022, the Nasdaq Stock Market confirmed that we regained compliance with Nasdaq Listing Rule 5550(a)(2) concerning the minimum bid price of the Company’s common stock and this matter is now closed.

On August 1, 2022, we again received written notification from the Nasdaq Stock Market indicating that because the closing bid price of our common stock for 30 consecutive business days, from June 16, 2022 to July 29, 2022, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market, we were not in compliance with Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the applicable grace period to regain compliance was 180 days, or until January 30, 2023. On January 31, 2023, we received written notification from the Nasdaq Stock Market, indicating that we were granted an additional 180-day grace period, until July 31, 2023, to cure our non-compliance with Nasdaq Listing Rule 5550(a)(2). On February 16, 2023, we conducted a 1-for-10 reverse stock split. On March 6, 2023, we announced that the Nasdaq Stock Market confirmed that we regained compliance with Nasdaq Listing Rule 5550(a)(2) concerning the minimum bid price of the Company’s common stock and this matter is now closed.

A possible “short squeeze” due to a sudden increase in demand of our common stock that largely exceeds supply may lead to further price volatility in our common shares.

Investors may purchase our common shares to hedge existing exposure in our common shares or to speculate on the price of our common shares. Speculation on the price of our common shares may involve long and short exposures. To the extent aggregate short exposure exceeds the number of common shares available for purchase in the open market, investors with short exposure may have to pay a premium to repurchase our common shares for delivery to lenders of our common shares. Those repurchases may in turn, dramatically increase the price of our common shares until investors with short exposure are able to purchase additional common shares to cover their short position. This is often referred to as a “short squeeze.” Following such a short squeeze, once investors purchase the shares necessary to cover their short position, the price of our common shares may rapidly decline. A short squeeze could lead to volatile price movements in our shares that are not directly correlated to the performance or prospects of our company.

We may not have the surplus or net profits required by law to pay dividends. The declaration and payment of dividends will always be subject to the discretion of our board of directors and will depend on a number of factors. Our board of directors may not declare dividends in the future.

Further, Marshall Islands law generally prohibits the payment of dividends if the company is insolvent or would be rendered insolvent upon payment of such dividend, and dividends may be declared and paid out of our operating surplus. Dividends may also be declared or paid out of net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year. We may not have the required surplus or net profits to pay dividends, and we may be unable to pay dividends in any anticipated amount or at all.

The superior voting rights of our Series B Preferred Shares may limit the ability of our common shareholders to control or influence corporate matters, and the interests of the holder of such shares could conflict with the interests of common shareholders.

While our common shares have one vote per share, each of our 20,000 Series B Preferred Shares presently outstanding has 25,000 votes per share; however, the voting power of the Series B Preferred Shares is limited such that no holder of Series B Preferred Shares may exercise voting rights pursuant to any Series B Preferred Shares that would result in the total number of votes a holder is entitled to vote on any matter submitted to a vote of shareholders of the Company to exceed 49.99% of the total number of votes eligible to be cast on such matter. The Series B Preferred Shares, however, have no dividend rights or distribution rights, other than the right upon dissolution to receive a payment equal to the par value per of $0.0001 per share.

As of the date of this annual report, our Chairman and Chief Executive Officer can therefore control 49.99% of the voting power of our outstanding capital stock. Our Chairman and Chief Executive Officer will have substantial control and influence over our management and affairs and over matters requiring shareholder approval, including the election of directors and significant corporate transactions, even though he owns significantly less than 50% of the Company economically.

The superior voting rights of our Series B Preferred Shares may limit our common shareholders’ ability to influence corporate matters. The interests of the holder of the Series B Preferred Shares may conflict with the interests of our common shareholders, and as a result, the holders of our capital stock may approve actions that our common shareholders do not view as beneficial. Any such conflicts of interest could adversely affect our business, financial condition and results of operations, and the trading price of our common shares.

Anti-takeover provisions in our restated articles of incorporation, as amended, and third amended and restated bylaws could make it difficult for our shareholders to replace or remove our current board of directors or could have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common shares.

Several provisions of our restated articles of incorporation, as amended, and third amended and restated bylaws may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board to maximize shareholder value in connection with any unsolicited offer to acquire our company. However, these anti-take-over provisions could make it difficult for our shareholders to change the composition of our board of directors in any one year, preventing them from changing the composition of our management. In addition, the same provisions may discourage, delay or prevent a merger or acquisition that some shareholders may consider favorable.

These provisions:

•	authorize our board of directors to issue “blank check” preferred stock without shareholder approval, including preferred shares with superior voting rights, such as the Series B Preferred Shares;
•	provide for a classified board of directors with staggered, three-year terms;
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•	permit the removal of any director only for cause;
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•	prohibiting shareholder action by written consent unless the written consent is signed by all shareholders entitled to vote on the action;
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•	limiting the persons who may call special meetings of shareholders; and
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•	establishing advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted on by shareholders at meetings of shareholders.
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In addition, we have entered into a shareholders’ rights agreement that makes it more difficult for a third party to acquire us without the support of our board of directors. See “Description of Securities” filed as Exhibit 2.5 hereto for a description of our shareholders rights agreement. These anti-takeover provisions, along with provisions of our shareholders rights agreement, could substantially impede the ability of our shareholders to impose a change in control and, as a result, may adversely affect the market price of our common shares and your ability to realize any potential change of control premium.

Issuance of preferred shares, such as our Series B Preferred Shares, may adversely affect the voting power of our common shareholders and have the effect of discouraging, delaying or preventing a merger or acquisition, which could adversely affect the market price of our common shares.

Our restated articles of incorporation, as amended, currently authorize our board of directors to issue preferred shares in one or more series and to determine the rights, preferences, privileges and restrictions, with respect to, among other things, dividends, conversion, voting, redemption, liquidation and the number of shares constituting any series without shareholders' approval. Our board of directors has issued, and may in the future issue, preferred shares with voting rights superior to those of the common shares, such as the Series B Preferred Shares. If our board of directors determines to issue preferred shares, such issuance may discourage, delay or prevent a merger or acquisition that shareholders may consider favorable. The issuance of preferred shares with voting and conversion rights may also adversely affect the voting power of the holders of common shares. This could substantially impede the ability of public shareholders to benefit from a change in control and, as a result, may adversely affect the market price of our common shares and our shareholders' ability to realize any potential change of control premium.

We are incorporated in the Republic of the Marshall Islands, which does not have a well-developed body of corporate law, which may negatively affect the ability of shareholders to protect their interests.

Our corporate affairs are governed by our restated articles of incorporation, as amended, our third amended and restated bylaws and by the Marshall Islands Business Corporations Act, or the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States. However, there have been few judicial cases in the Republic of the Marshall Islands interpreting the BCA. The rights and fiduciary responsibilities of directors under the laws of the Republic of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilities of directors under statutes or judicial precedent in existence in certain U.S. jurisdictions. Shareholder rights may differ as well. While the BCA does specifically incorporate the non-statutory law, or judicial case law, of the State of Delaware and other states with substantially similar legislative provisions, shareholders may have more difficulty in protecting their interests in the face of actions by the management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction.

Additionally, the Republic of the Marshall Islands does not have a legal provision for bankruptcy or a general statutory mechanism for insolvency proceedings. As such, in the event of a future insolvency or bankruptcy, our shareholders and creditors may experience delays in their ability to recover for their claims after any such insolvency or bankruptcy. Further, in the event of any bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding involving us or any of our subsidiaries, bankruptcy laws other than those of the United States could apply. If we become a debtor under U.S. bankruptcy law, bankruptcy courts in the United States may seek to assert jurisdiction over all of our assets, wherever located, including property situated in other countries. There can be no assurance, however, that we would become a debtor in the United States, or that a U.S. bankruptcy court would be entitled to, or accept, jurisdiction over such a bankruptcy case, or that courts in other countries that have jurisdiction over us and our operations would recognize a U.S. bankruptcy court's jurisdiction if any other bankruptcy court would determine it had jurisdiction.

We may fail to meet the continued listing requirements of Nasdaq, which could cause our common shares to be delisted.

There can be no assurance that we will remain in compliance with Nasdaq’s listing qualification rules, or that our common shares will not be delisted, which could have an

        adverse effect on the market price of, and the efficiency of the trading market for, our common shares and could cause a default under our loan facilities and other financing agreements. Please see the risk factor included  in this annual
        report entitled "The market price of our common shares has been and may in the future be subject to significant fluctuations. Further, there is no
          guarantee of a continuing public market to resell our common shares."

As a Marshall Islands corporation with principal executive offices in Greece, and also having subsidiaries in the Republic of the Marshall

          Islands and other offshore jurisdictions such as the Republic of Liberia, Bermuda and the British Virgin Islands, our operations may be subject to economic substance requirements.

In March 2019, the Council of the European Union, or the Council, published a list of non-cooperative jurisdictions for tax purposes, the 2019 Conclusions. In the 2019 Conclusions, the Republic of the Marshall Islands, among others, was placed by the E.U. on the list of non-cooperative jurisdictions for failing to implement certain commitments previously made to the E.U. by the agreed deadline. However, it was announced by the Council in October 2019 that the Marshall Islands had been removed from the list of non-cooperative jurisdictions. Bermuda and the British Virgin Islands were similarly added and subsequently removed from the list within 2019. In February 2023, the Marshall Islands was added again to the list of non-cooperative jurisdictions, along with the British Virgin Islands, among others. E.U. member states have agreed upon a set of measures, which they can choose to apply against the listed countries, including, inter alia, increased monitoring and audits, withholding taxes and non-deductibility of costs. The European Commission has stated it will continue to support member states' efforts to develop a more coordinated approach to sanctions for the listed countries. E.U. legislation prohibits E.U. funds from being channelled or transited through entities in non-cooperative jurisdictions.

We are a Marshall Islands corporation with principal executive offices in Greece. Several of our subsidiaries are organized in the Republic of the Marshall Islands, the British Virgin Islands, the Republic of Liberia and Bermuda. The Marshall Islands have enacted economic substance regulations with which we are obligated to comply. The Marshall Islands economic substance regulations require certain entities that carry out particular activities to comply with a three-part economic substance test whereby the entity must show that it (i) is directed and managed in the Marshall Islands in relation to that relevant activity, (ii) carries out core income-generating activity in relation to that relevant activity in the Marshall Islands (although it is being understood and acknowledged by the regulators that income-generated activities for shipping companies will generally occur in international waters) and (iii) having regard to the level of relevant activity carried out in the Marshall Islands has (a) an adequate amount of expenditures in the Marshall Islands, (b) adequate physical presence in the Marshall Islands and (c) an adequate number of qualified employees in the Marshall Islands. Bermuda and the British Virgin Islands have enacted similar legislation.

If we fail to comply with our obligations under such legislation or any similar law applicable to us in any other jurisdictions, we could be subject to financial penalties and spontaneous disclosure of information to foreign tax officials, or could be struck from the register of companies, in related jurisdictions. Any of the foregoing could be disruptive to our business and could have a material adverse effect on our business, financial conditions and operating results.

We do not know (i) if the E.U. will act to remove the Republic of the Marshall Islands or the British Virgin Islands from, or add the Republic of Liberia or Bermuda to, the list of non-cooperative jurisdictions, (ii) how quickly the E.U. would react to any changes in legislation of the relevant jurisdictions, or (iii) how E.U. banks or other counterparties will react while we or any of our subsidiaries remain as entities organized and existing under the laws of listed countries. The effect of the E.U. list of non-cooperative jurisdictions, and any noncompliance by us with any legislation adopted by applicable countries to achieve removal from the list, including economic substance regulations, could have a material adverse effect on our business, financial conditions and operating results.

It may not be possible for investors to serve process on or enforce U.S. judgments against us.

We and all of our subsidiaries are incorporated in jurisdictions outside the U.S. and substantially all of our assets and those of our subsidiaries are located outside the U.S. In addition, most of our directors and officers are non-residents of the U.S., and all or a substantial portion of the assets of these non-residents are located outside the U.S. As a result, it may be difficult or impossible for U.S. investors to serve process within the U.S. upon us, our subsidiaries or our directors and officers or to enforce a judgment against us for civil liabilities in U.S. courts. In addition, you should not assume that courts in the countries in which we or our subsidiaries are incorporated or where our assets or the assets of our subsidiaries are located (1) would enforce judgments of U.S. courts obtained in actions against us or our subsidiaries based upon the civil liability provisions of applicable U.S. federal and state securities laws or (2) would enforce, in original actions, liabilities against us or our subsidiaries based on those laws.

ITEM 4.	INFORMATION ON THE COMPANY
A.	History and Development of the Company
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Overview

We are an international shipping company specializing in the worldwide seaborne transportation of dry bulk commodities. We currently operate 16 Capesize vessels with a cargo-carrying capacity of approximately 2,846,965 dwt and an average fleet age of 12.1 years. We are the only pure-play Capesize shipowner publicly listed in the U.S.

We believe we have established a reputation in the international dry bulk shipping industry for operating and maintaining vessels with high standards of performance, reliability and safety. We have assembled a management team comprised of executives who have extensive experience operating large and diversified fleets, and who have strong ties to a number of international charterers.

We were incorporated under the laws of the Republic of the Marshall Islands, pursuant to the BCA, on January 4, 2008, originally under the name Seanergy Merger Corp. We changed our name to Seanergy Maritime Holdings Corp. on July 11, 2008. Our executive offices are located at 154 Vouliagmenis Avenue, 166 74 Glyfada, Greece and our telephone number is + 30 213 0181507. Our website is www.seanergymaritime.com. The SEC maintains a website that contains reports, proxy and information statements, and other information that we file electronically at www.sec.gov.

History and Development

Business Development and Capital Expenditures and Divestitures

In December 2019, we completed our initial program of installation of scrubbers in anticipation of the IMO's low sulfur fuel oil requirements in effect from January 1, 2020 on five Capesize vessels. As of the date of this annual report a total of nine of our vessels have scrubbers installed.

On April 2, 2020, we sold 253,646 units (including the full exercise of the over-allotment option of 33,084 units granted to the underwriters) at a price of $27.2 per unit in a public offering for gross proceeds of $6.9 million. As of the date of this annual report, 4,368,750 Class D Warrants for the issuance of 27,304 shares at an exercise price of $13.99, issued in connection with the public offering, remain outstanding. The Class D Warrants expire on April 2, 2025.

Between April 23, 2020 and June 26, 2020, we issued 226,342 of our common shares pursuant to exercises of outstanding Class D Warrants with gross proceeds of $4.1 million.

Between April and May 2020, we sold 1,169,062 of our common shares in four registered direct offerings concurrently with private placements of 11,690,625 warrants for a purchase price ranging between $21.6 and $19.2 per common share. The gross proceeds were approximately $23.2 million. During May and June 2020, a total of 1,169,062 shares were issued pursuant to the exercises of all warrants issued under the four private placements, for gross proceeds of approximately $16.9 million.

On May 26, 2020, we entered into a definitive agreement with an unaffiliated third party to purchase a Japanese 2005-built Capesize vessel having a cargo-carrying capacity of approximately 177,500 dwt, which was renamed M/V Goodship. The vessel was delivered to us on August 7, 2020. The gross purchase price of $11.4 million was funded with cash on hand at delivery and subsequently through the ABB Loan Facility (as defined below).

At the opening of trading on June 30, 2020, we effected a one-for-sixteen reverse stock split of our common stock in order to cure the deficiency of the Nasdaq minimum bid price requirement originally communicated to us on July 15, 2019.

In August 2020, we sold 3,571,428 units at a price of $7.0 per unit in an underwritten public offering. As of the date of this annual report, 4,494,599 Class E warrants for the issuance of 449,459 shares at an exercise price of $4.99 per share, issued in connection with this offering, remain outstanding. The Class E warrants expire on August 20, 2025.

On September 30, 2020, we received written notification from the Nasdaq Stock Market indicating that because the closing bid price of our common stock for 30 consecutive business days, from August 18, 2020 to September 29, 2020, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market, we were not in compliance with Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the applicable grace period to regain compliance was 180 days, or until March 29, 2021. On February 11, 2021, the Nasdaq Stock Market confirmed that we regained compliance with Nasdaq Listing Rule 5550(a)(2) concerning the minimum bid price of the Company’s common stock.

Between January 15, 2021 and October 1, 2021, we issued 3,226,371 of our common shares pursuant to exercises of outstanding Class E warrants with gross proceeds of $22.6 million.

On February 12, 2021, we entered into a definitive agreement with an unaffiliated third party to purchase a Japanese 2006-built Capesize vessel having a cargo-carrying capacity of approximately 177,000 dwt, which was renamed M/V Tradership. The vessel was delivered to us on June 9, 2021. The gross purchase price of $17.0 million was funded with cash on hand at delivery and subsequently through the ABB Loan Facility (as defined below).

On February 19, 2021, we issued 4,415,000 of our common shares in a registered direct offering for a purchase price of $17.0 per common share, for aggregate gross proceeds of approximately $75.0 million.

On March 10, 2021, we entered into a definitive agreement with an unaffiliated third party to purchase a Japanese 2013-built Capesize vessel having a cargo-carrying capacity of approximately 176,500 dwt, which was renamed M/V Flagship. The vessel was delivered to us on May 6, 2021. The gross purchase price of approximately $28.4 million was funded with cash on hand at delivery and subsequently through Flagship Cargill Sale and Leaseback (as defined below).

On March 11, 2021, we entered into a definitive agreement with unaffiliated third parties to purchase a Japanese 2010-built Capesize vessel having a cargo-carrying capacity of approximately 182,000 dwt, which was renamed M/V Patriotship. The vessel was delivered to us on June 1, 2021. The gross purchase price of $26.6 million was funded with cash on hand at delivery and subsequently through though CMBFL Sale and Leaseback (as defined below).

On March 19, 2021, we entered into a definitive agreement with an unaffiliated third party to purchase a Japanese 2012-built Capesize vessel having a cargo-carrying capacity of approximately 181,000 dwt, which was renamed M/V Hellasship. The vessel was delivered to us on May 6, 2021. The gross purchase price of $28.6 million was funded with cash on hand at delivery and subsequently through CMBFL Sale and Leaseback (as defined below).

On March 24, 2021, we issued 95,573 common shares to JDH, following JDH’s exercise of its pre-funded warrants from the December 30, 2020 transaction. Please see “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Loan Arrangements – JDH Transactions".

On May 17, 2021, we entered into an agreement with unaffiliated third parties for the purchase of a Japanese 2012-built Capesize vessel having a cargo-carrying capacity of approximately 181,400 dwt, which was renamed M/V Worldship. The vessel was delivered to us on August 30, 2021 and the gross purchase price of $33.7 million was funded with cash on hand at delivery and subsequently through the 2021 Piraeus Bank Loan Facility (as defined below).

On June 22, 2021, we entered into an agreement with an unaffiliated third party for the purchase of a Japanese 2009-built Capesize vessel having a cargo-carrying capacity of approximately 177,000 dwt, which was renamed M/V Friendship. The vessel was delivered to us on July 27, 2021. The gross purchase price of $24.6 million was financed with cash on hand at delivery and subsequently through the August 2021 Alpha Bank Loan Facility (as defined below).

On August 10, 2021, our board of directors authorized a share repurchase plan of up to $17 million of our outstanding common shares or other securities, which has been fully utilized. Pursuant to the plan, we have repurchased common shares for $1.7 million, a common stock purchase warrant for $1.0 million and two convertible notes with an aggregate principal amount of $13.95 million (discussed below).

On September 30, 2021, we sold the Leadership to an unaffiliated third party for a gross sale price of $12.6 million.

On October 5, 2021, we entered into an agreement with an unaffiliated third party for the purchase of a Japanese 2010-built Capesize vessel having a cargo-carrying capacity of approximately 181,500 dwt, which was renamed M/V Dukeship. The vessel was delivered to us on November 26, 2021 and the gross purchase price of $34.3 million was funded with cash on hand at delivery and subsequently through the June 2022 Alpha Bank Loan Facility.

On October 14, 2021 we issued 300,000 common shares to JDH following the conversion of $3,600,000 of the principal amount of the First JDH Note, at the conversion price of $12.0 per share.

Through a series of transactions during the period of November and December 2021, we have repurchased 170,210 of our outstanding common shares at an average price of approximately $9.93.

On December 7, 2021, we entered into a warrant repurchase agreement with JDH to repurchase a common stock purchase warrant to purchase 428,571 of our common shares for $1.0 million. On December 10, 2021, we prepaid the outstanding principal amount of the First JDH Note and the Third JDH Note in an aggregate amount of $13.95 million. These transactions closed, all obligations were terminated under the two convertible notes and the warrant was cancelled, on December 10, 2021.

On December 7, 2021, our board of directors authorized a new share repurchase plan pursuant to which we could repurchase up to $10.0 million of our outstanding common shares or other securities. This share repurchase plan has been fully utilized. Pursuant to the plan, we repurchased $5.0 million on January 26, 2022 and an additional $5.0 million on March 10, 2022 in relation to a convertible note (discussed below). In connection with the first of these repurchases our cash sweep obligations for 2022 under the convertible note were waived pursuant to a waiver letter signed on January 19, 2022.

On December 10, 2021, we entered into a stock purchase agreement and issued 20,000 Series B Preferred Shares, par value $0.0001 per share, to our Chairman and Chief Executive Officer, in return for cash consideration of $250,000.

On December 13, 2021, our previously issued Class A Warrants, trading under the symbol SHIPW, expired.

On January 26, 2022, we voluntarily prepaid $5.0 million of the outstanding balance of the Second JDH Note using cash on hand.

On January 26, 2022, we received written notification from the Nasdaq Stock Market indicating that because the closing bid price of our common stock for 30 consecutive business days, from December 13, 2021 to January 25, 2022, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market, we were not in compliance with Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the applicable grace period to regain compliance was 180 days, or until July 25, 2022. On February 14, 2022, the Nasdaq Stock Market confirmed that we regained compliance with Nasdaq Listing Rule 5550(a)(2) concerning the minimum bid price of the Company’s common stock.

On February 28, 2022, we voluntarily prepaid the remaining balance of $1.85 million of the Second JDH Loan using cash on hand. All obligations under the Second JDH Loan were irrevocably and unconditionally discharged pursuant to the deed of release dated February 28, 2022.

On March 10, 2022, we voluntarily prepaid another $5.0 million of the outstanding balance of the Second JDH Note using cash on hand.

On March 10, 2022, we initiated the payment of quarterly cash dividends and declared a quarterly dividend of $0.25 per share and a special dividend of $0.25 per share with respect to the fourth quarter of 2021.

On May 13, 2022, our previously issued Class B Warrants, trading under the symbol SHIPZ, expired.

On May 25, 2022, we entered into an agreement with an unaffiliated third party for the purchase of a Japanese 2010-built Capesize vessel having a cargo-carrying capacity of approximately 180,000 dwt, which was renamed M/V Honorship. The vessel was delivered to us on June 27, 2022 and the gross purchase price of $34.6 million was funded with cash on hand and through the June 2022 Piraeus Bank Loan Facility.

On June 27, 2022, United’s application to list its common shares on the Nasdaq Capital Market was approved. The registration statement on Form 20-F, filed by United in connection with its spin-off from us (the “Spin-Off”), was declared effective by the SEC. To effect the Spin-Off, we contributed the vessel-owning subsidiary of the M/V Gloriuship to United along with $5.0 million in working capital, in connection with the distribution of (i) all of United’s issued and outstanding common shares to our shareholders, (ii) 40,000 of United’s Series B preferred shares, par value $0.0001 to the holder of all of our issued and outstanding Series B preferred shares and (iii) 5,000 of United’s 6.5% Series C Cumulative Convertible Perpetual Preferred Shares to us. Our common shareholders received one United common share for every 11.8 Seanergy common shares held at the close of business on June 28, 2022. The Spin-Off was effective upon the distribution of United’s common shares on July 5, 2022.

On June 28, 2022, our board of directors authorized a new share repurchase plan pursuant to which we could repurchase up to $5.0 million of our outstanding common shares, convertible note, and warrants. On November 28, 2022, the board of directors authorized the extension of the Buyback Plan until December 31, 2023. No repurchases have been made under this plan as of the date of this annual report.

On July 6, 2022, we completed the spin-off of our wholly owned subsidiary, United, effective July 5, 2022. Our shareholders received one United share for every 11.8 shares of Seanergy held at the close of business on June 28, 2022. Additionally, our Chairman and Chief Executive Officer, Stamatios Tsantanis, received 40,000 of United’s Series B Preferred Shares and 5,000 of United’s Series C Cumulative Convertible Perpetual Preferred Shares were issued to the Company. Fractional common shares of United were not distributed. Instead, the distribution agent aggregated fractional common shares into whole shares, promptly sold such whole shares in the open market at prevailing rates and distributed the net cash proceeds from the sales pro rata to each holder who would otherwise have been entitled to receive fractional common shares in the distribution.

On July 14, 2022, we paid the previously announced quarterly dividend of $0.25 per share for the first quarter of 2022 and declared a cash dividend of $0.25 per share for the second quarter of 2022 payable to the shareholders of record as of September 25, 2022.

On July 26, 2022, we contributed another $5.0 million to United in exchange for an additional 5,000 of United’s newly issued Series C Cumulative Convertible Perpetual Preferred Shares, in connection with United’s funding of the deposits payable for four tanker vessels that were acquired by United.

On August 1, 2022, we received written notification from the Nasdaq Stock Market indicating that because the closing bid price of our common stock for 30 consecutive business days, from June 16, 2022 to July 29, 2022, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market, we were not in compliance with Nasdaq Listing Rule 5550(a)(2). Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the applicable grace period to regain compliance is was 180 days, or until January 30, 2023. A second grace period until July 31, 2023 was granted by Nasdaq. On February 16, 2023, we conducted a 1-for-10 reverse stock split. On March 6, 2023, we announced that the Nasdaq Stock Market confirmed that we regained compliance with Nasdaq Listing Rule 5550(a)(2) concerning the minimum bid price of the Company’s common stock and this matter is now closed.

On October 11, 2022, we paid the previously announced quarterly dividend of $0.25 per share, for the second quarter of 2022 and declared a cash dividend of $0.25 per share for the third quarter of 2022 payable to the shareholders of record as of December 28, 2022.

On October 17, 2022, we received $0.17 million from United relating to dividends accrued under the Series C preferred shares from their original issuance date to the date thereof.

On November 9, 2022, we entered into an agreement with an unaffiliated third party for the purchase of a Japanese 2012-built Capesize vessel having a cargo-carrying capacity of approximately 181,415 dwt, which was renamed M/V Paroship. The vessel was delivered to us on December 27, 2023 and the gross purchase price of $31.0 million was funded with cash on hand and through the December 2022 Alpha Bank Loan Facility.

On November 28, 2022, the outstanding 10,000 Series C Cumulative Convertible Perpetual Preferred Shares of United held by us were redeemed by United at a price equal to 105% of the original issue price for a total cash inflow of $10.6 million, including all accrued and unpaid dividends up to the redemption date.

On November 30, 2022, we commenced a tender offer to purchase our outstanding Class E Warrants to purchase one common share, par value $0.0001, at a price of $0.20 per warrant. The tender offer expired at 5:00 P.M., Eastern Time, on January 10, 2023. A total of 4,038,114 Class E Warrants were tendered under the tender offer, representing approximately 47% of the outstanding Class E Warrants.

On December 27, 2022, we entered into definitive agreements to sell the 2005-built M/V Goodship and the 2006-built M/V Tradership, the oldest vessel in our fleet, to United, a related party. The M/V Goodship and the M/V Tradership were delivered to United on February 10, 2023 and February 28, 2023, respectively. The Company recorded a profit of approximately $8.0 million in connection with the sale of the two vessels in the first quarter of 2023. These transactions reduced the average age of our fleet.

On January 3, 2023, we prepaid another $8.0 million of the outstanding balance of the Second JDH Note using cash on hand, leaving approximately $3.2 million currently outstanding.

On January 30, 2023, we paid the previously announced quarterly dividend of $0.25 per share, for the third quarter of 2022 to the shareholders of record as of December 28, 2022.

At the opening of trading on February 16, 2023, we effected a one-for-ten reverse stock split of our common stock in order to cure the deficiency of the Nasdaq minimum bid price requirement originally communicated to us on August 1, 2022.

On March 14, 2023, we declared a cash dividend of $0.025 per share for the fourth quarter of 2022 payable on or about April 25, 2023 to the shareholders of record as of March 31, 2023.

B.	Business Overview

We are an international shipping company specializing in the worldwide seaborne transportation of dry bulk commodities. We currently operate 16 Capesize vessels, with a cargo-carrying capacity of approximately 2,846,965 dwt and an average fleet age of 12.1 years. We are the only pure-play Capesize shipping company listed in the U.S.

Our Current Fleet

The following table lists the vessels in our fleet as of the date of this annual report:

Vessel Name	Year Built	Dwt	Flag	Yard	Type of Employment
Patriotship	2010	181,709	MI	Imabari	T/C Index Linked^(1)^
Dukeship	2010	181,453	MI	Sasebo	T/C Index Linked^(2)^
Worldship	2012	181,415	MI	Koyo-Imabari	T/C Index Linked^(3)^
Paroship	2012	181,415	LIB	Imabari	T/C Index Linked^(4)^
Hellasship	2012	181,325	LIB	Imabari	T/C Index Linked^(5)^
Honorship	2010	180,242	MI	Imabari	T/C Index Linked^(6)^
Fellowship	2010	179,701	MI	Daewoo	T/C Index Linked^(7)^
Championship	2011	179,238	MI	Sungdong SB	T/C Index Linked^(8)^
Partnership	2012	179,213	MI	Hyundai	T/C Index Linked^(9)^
Knightship	2010	178,978	LIB	Hyundai	T/C Index Linked^(10)^
Lordship	2010	178,838	LIB	Hyundai	T/C Index Linked^(11)^
Friendship	2009	176,952	LIB	Namura	T/C Index Linked^(12)^
Flagship	2013	176,387	MI	Mitsui	T/C Index Linked^(13)^
Geniuship	2010	170,057	MI	Sungdong SB	T/C Index Linked^(14)^
Premiership	2010	170,024	MI	Sungdong SB	T/C Index Linked^(15)^
Squireship	2010	170,018	LIB	Sungdong SB	T/C Index Linked^(16)^

(1) Chartered by Glencore and delivered to the charterer on November 19, 2022 for a period of about 12 to about 18 months. The gross daily rate of the T/C is based on a premium over the daily BCI and features a scrubber profit sharing scheme. In addition, the T/C provides us the option to convert the variable charter hire to a fixed rate for a period of between one and nine months priced at the prevailing Capesize Forward Freight Agreement rate, or FFA, for the selected period.

(2) Chartered by NYK and delivered to the charterer on December 1, 2021 for a period of about 13 to about 18 months. The daily charter hire is based on a premium over the daily BCI. In addition, the time charter provides us the option to convert the variable charter hire to a fixed rate for a period of between two and 12 months priced at the prevailing Capesize FFA for the selected period.

(3) Chartered by Cargill and delivered to the charterer on September 2, 2021 for a period of about 12 to about 16 months at a daily charter hire rate of was $31,750. In September 2022, the charterer of the M/V Worldship agreed to exercise the optional period extending the T/C for about 12 to about 15 months at a daily rate based on a premium over the daily BCI and scrubber profit sharing scheme. In addition, the T/C provides us the option to convert the variable charter hire to a fixed rate for a period of between one and nine months priced at the prevailing Capesize FFA rate for the selected period.

(4) Chartered by Oldendorff and delivered to the charterer on January 12, 2023 for a period of about 10 months to maximum December 31, 2023. The daily charter hire is based on a premium over the BCI and features a scrubber profit sharing scheme. In addition, the time charter provides us with the option to convert the index linked rate to a fixed rate for a period of between three and nine months priced at the prevailing Capesize FFA for the selected period.

(5) Chartered by NYK and delivered to the charterer on May 10, 2021 for a period of minimum 11 to maximum 15 months. In April 2022, the charter period was extended for minimum December 31, 2023 to maximum March 31, 2024 at a daily charter hire based on a premium over the BCI. In addition, the T/C provides us the option to convert the variable charter hire to a fixed rate for a period between two and 12 months priced at the prevailing Capesize FFA rate for the selected period.

(6) Chartered by NYK and delivered to the charterer on June 30, 2022 for a period of about 20 to about 24 months from the delivery date. The daily charter hire is based on a premium over the BCI. In addition, the time charter provides us with the option to convert the variable charter hire rate to a fixed rate for a period of between two and 12 months priced at the prevailing Capesize FFA for the selected period.

(7) Chartered by Anglo American, a leading global mining company, and delivered to the charterer on June 18, 2021 for a period of minimum 12 to about 15 months. In October 2022, the charter period was extended for minimum 20 to about 24 months at a daily charter hire based on a premium over the BCI. In addition, the time charter provides us with the option to convert the variable charter hire to a fixed rate for a period of between three and 12 months priced at the prevailing Capesize FFA for the selected period.

(8) Chartered by Cargill and delivered to the charterer on November 7, 2018 for a period of employment of 60 months, with an optional period of about 16 to about 18 months. The daily charter hire is based on the BCI plus a net daily scrubber premium of $1,740 and features a scrubber profit sharing scheme. In addition, the time charter provides us with the option to convert the variable charter hire rate to a fixed rate for a period of between three and 12 months priced at the prevailing Capesize FFA for the selected period.

(9) Chartered by a major European utility and energy company and delivered to the charterer on September 11, 2019 for a period of minimum 33 to maximum 37 months with an optional period of about 11 to maximum 13 months. In September 2022, the charterer of the M/V Partnership agreed to exercise the optional period extending the T/C at a daily rate based on a premium over the BCI and a scrubber profit sharing scheme. In addition, the time charter provides us with the option to convert the variable charter hire rate to a fixed rate for a period of between three and 12 months priced at the prevailing Capesize FFA for the selected period.

(10) Chartered by Glencore and delivered to the charterer on May 15, 2020 for a period of about 36 to about 42 months with two optional periods of 11 to 13 months. In March 2023, the charterer of the M/V Knightship agreed to exercise the first optional period extending the T/C after the maximum original period at a rate based on the BCI and a scrubber profit sharing scheme. The daily charter hire is based on a premium over the BCI and features a scrubber profit sharing scheme. In addition, the time charter provides us with the option to convert the variable charter hire rate to a fixed rate for a period of between one and nine months priced at the prevailing Capesize FFA for the selected period.

(11) Chartered by a major European utility and energy company and delivered on August 4, 2019 for a period of minimum 33 to maximum 37 months with an optional period of about 11 to maximum 13 months. In September 2022, the charterer of the M/V Lordship agreed to exercise the option to extend the T/C at a daily rate based on the BCI and a scrubber profit sharing scheme. In addition, the time charter provides us with the option to convert the variable charter hire rate to a fixed rate for a period of between three and 12 months priced at the prevailing Capesize FFA for the selected period.

(12) Chartered by NYK and delivered to the charterer on July 29, 2021 for a period of minimum December 31, 2023 to maximum March 31, 2024. The daily charter hire is based on a premium over the BCI. In addition, the time charter provides us with the option to convert the variable charter hire rate to a fixed rate for a period of between two and 12 months priced at the prevailing Capesize FFA for the selected period.

(13) Chartered by Cargill and delivered to the charterer on May 10, 2021 for a period of 60 months. The daily charter hire is based on a premium over the BCI minus $1,325 per day. In addition, the time charter provides us with the option to convert the variable charter hire rate to a fixed rate for a period of between three and 12 months priced at the prevailing Capesize FFA for the selected period.

(14) Chartered by NYK and delivered to the charterer on February 5, 2022 for a period of about 11 to about 15 months from the delivery date. The daily charter hire is based on the BCI. In addition, the time charter provides us with the option to convert the index linked rate to a fixed rate for a period of between three and 12 months priced at the prevailing Capesize FFA for the selected period.

(15) Chartered by Glencore and delivered to the charterer on November 29, 2019 for a period of minimum 36 to maximum 42 months with two optional periods of minimum 11 to maximum 13 months. In October 2022, the charterer of the M/V Premiership agreed to exercise the first optional period extending the T/C after the maximum original period at a rate based on the BCI and a scrubber profit sharing scheme. In addition, the time charter provides us with the option to convert the variable charter hire rate to a fixed rate for a period of between one and nine months priced at the prevailing Capesize FFA for the selected period.

(16) Chartered by Glencore and delivered to the charterer on December 19, 2019 for a period of minimum 36 to maximum 42 months with two optional periods of minimum 11 to maximum 13 months. In November 2022, the charterer of the M/V Squireship agreed to exercise the first optional period extending the T/C after the maximum original period at a rate based on the BCI and a scrubber profit sharing scheme. In addition, the time charter provides us with the option to convert the variable charter hire rate to a fixed rate for a period of between one and nine months priced at the prevailing Capesize FFA for the selected period.

Key to Flags: MI – Marshall Islands, LIB – Liberia.

Our Business Strategy

We currently operate 16 Capesize vessels. We also intend to continue to review the market from time to time in order to identify potential acquisition targets which will be accretive to our earnings per share. Our acquisition strategy focuses on newbuilding or secondhand Capesize dry bulk vessels, although we may acquire vessels in other sectors which we believe offer attractive investment opportunities.

Management of Our Fleet

We manage our vessel's operations, insurances and bunkering and have the general supervision of our third-party technical and commercial managers.

Seanergy Shipmanagement, our wholly owned subsidiary, provides certain technical management services to the majority of the vessels of our fleet, namely the MVs Dukeship, Fellowship, Friendship, Knightship, Lordship, Worldship, Hellasship, Partnership, Flagship, Patriotship, Honorship, Premiership, Geniuship, Squireship and Paroship. In 2022 we paid a monthly fee of $14,000 and $10,000 per vessel for fourteen and one vessel, respectively, to Seanergy Shipmanagement. In addition, in 2022 we paid a monthly fee of $10,000 for the M/V Goodship which was sold to United in February 2023. Since January 1, 2023, we are paying a monthly fee of $14,000 and $10,000 per vessel for fourteen and one vessel, respectively, to Seanergy Shipmanagement. These technical management services include, inter alia, general administrative and support services, bunkering, insurance arrangements and accounting related to vessels and provisions. These amounts are considered inter-company transactions and are, therefore, eliminated from our consolidated financial statements.

V.Ships Greece, an independent third party, provides technical management to two of our vessels, the MVs Championship and Friendship, that includes general administrative and support services, such as crewing and other technical management, accounting related to vessels and provisions. Pursuant to our technical management agreements with V.Ships Greece, we paid monthly fees of $9,167 for the M/V Friendship in 2022 and of $9,167 for the M/V Championship from September until December 2022. In addition, in 2022 we paid to V.Ships Limited a monthly fee of $9,013 for the M/V Tradership which was sold to United in February 2023 and of $9,013 for the M/V Championship from January until August 2022. From January 1, 2023 onwards, we are paying a monthly fee of $9,625 per vessel to V.Ships Greece in exchange for providing these technical, support and administrative services. The management fees do not cover expenses such as voyage expenses, vessel operating expenses, maintenance expenses and crewing costs, which are reimbursed by us to V.Ships Greece. These technical management agreements are for an indefinite period until terminated by either party, giving the other notice in writing, in which event the applicable agreement shall terminate after one month from the date upon which such notice is received.

Seanergy Management has entered into a commercial management agreement with Fidelity, an independent third party, pursuant to which Fidelity provides commercial management services for all of the vessels in our fleet. Fidelity serves as a commercial broker for Capesize vessels exclusively to us. Under the commercial management agreement, we have agreed to reimburse Fidelity for all reasonable running and/or out-of-pocket expenses, including but not limited to, telephone, fax, stationary and printing expenses, as well as any pre-approved travelling expenses. In addition, we have agreed to pay the following fees to Fidelity, (i) an annual fee of EUR 120,000 net payable in equal monthly payments and (ii) commission fees equal to 0.15% calculated on the collected gross hire/freight/demurrage payable when the relevant hire/freight/demurrage is collected. The fees under (i) and (ii) are capped at $0.4 million per year. The commercial management agreement may be terminated by either party upon giving one-month prior written notice to the other party.

V.Ships, Global Seaways and Anglo-Eastern provide crew management services to six, six and two vessels of our fleet, respectively. In 2022 we paid a monthly fee of $2,000 per vessel to each of V.Ships and Anglo-Eastern and a monthly fee ranging between $2,070 and $2,415 to Global Seaways. Since January 1, 2023, we are paying a monthly fee of $2,000 per vessel to each of V.Ships and Anglo-Eastern and of $2,415 to Global Seaways.

Employment of Our Fleet

As of the date of this report, all our vessels are employed under long-term time charters which have a charter hire calculated at an index-linked rate based on the 5-routes T/C average of the BCI. All our time charter agreements have the option to convert the index linked rate into a fixed rate corresponding to the prevailing value of the respective Capesize FFAs. In the future, we may opportunistically look to employ some of our vessels under time charter contracts with a fixed rate, should rates become more attractive.

The Dry Bulk Shipping Industry

The global dry bulk vessel fleet is divided into four categories based on a vessel's carrying capacity. These categories are:

Capesize. Capesize vessels have a carrying capacity of exceeding 100,000 dwt. Only the largest ports around the world possess the

        infrastructure to accommodate vessels of this size.  Capesize vessels are primarily used to transport iron ore or coal and, to a much lesser extent, grains, primarily on long-haul routes.

Panamax. Panamax vessels have a carrying capacity of between 60,000 and 100,000 dwt. These vessels are designed to meet the physical

        restrictions of the Panama Canal locks \(hence their name “Panamax” — the largest vessels able to transit the Panama Canal prior to its 2016 expansion, making them more versatile than larger vessels\).  These vessels carry coal, grains, and, to a
        lesser extent, minerals such as bauxite/alumina and phosphate rock.

Handymax/Supramax. Handymax vessels have a carrying capacity of between 30,000 and 60,000 dwt. These vessels operate on a large number

        of geographically dispersed global trade routes, carrying primarily grains and minor bulks.  The standard vessels are usually built with 25-30-ton cargo gear, enabling them to discharge cargo where grabs are required \(particularly industrial
        minerals\), and to conduct cargo operations in countries and ports with limited infrastructure.  This type of vessel offers good trading flexibility and can, therefore, be used in a wide variety of bulk and neobulk trades, such as steel
        products.  Supramax are a sub-category of this category typically having a cargo carrying capacity of between 50,000 and 60,000 dwt.

Handysize. Handysize vessels have a carrying capacity of up to 30,000 dwt. These vessels almost exclusively carry minor bulk cargo.

        Increasingly, vessels of this type operate on regional trading routes, and may serve as trans-shipment feeders for larger vessels.  Handysize vessels are well suited for small ports with length and draft restrictions.  Their cargo gear enables
        them to service ports lacking the infrastructure for cargo loading and discharging.

The supply of dry bulk vessels is dependent on the delivery of new vessels and the removal of vessels from the global fleet, either through scrapping or loss. The level of scrapping activity is generally a function of scrapping prices in relation to current and prospective charter market conditions, as well as operating, repair and survey costs.

The demand for dry bulk vessel capacity is determined by the underlying demand for commodities transported in dry bulk vessels, which in turn is influenced by trends in the global economy. Demand for dry bulk vessel capacity is also affected by the operating efficiency of the global fleet, with port congestion, which has been a feature of the market since 2004, absorbing tonnage and therefore leading to a tighter balance between supply and demand. In evaluating demand factors for dry bulk vessel capacity, we believe that dry bulk vessels can be the most versatile element of the global shipping fleets in terms of employment alternatives.

Charter Hire Rates

Charter hire rates fluctuate by varying degrees among dry bulk vessel size categories. The volume and pattern of trade in a small number of commodities (major bulks) affect demand for larger vessels. Therefore, charter rates and vessel values of larger vessels often show greater volatility. Conversely, trade in a greater number of commodities (minor bulks) drives demand for smaller dry bulk vessels. Accordingly, charter rates and vessel values for those vessels are subject to less volatility.

Charter hire rates paid for dry bulk vessels are primarily a function of the underlying balance between vessel supply and demand, although at times other factors may play a role. Furthermore, the pattern seen in charter rates is broadly mirrored across the different charter types and the different dry bulk vessel categories. However, because demand for larger dry bulk vessels is affected by the volume and pattern of trade in a relatively small number of commodities, charter hire rates (and vessel values) of larger ships tend to be more volatile than those for smaller vessels.

In the time charter market, rates vary depending on the length of the charter period and vessel specific factors such as age, speed and fuel consumption.

In the voyage charter market, rates are influenced by cargo size, commodity, port dues and canal transit fees, as well as commencement and termination regions. In general, a larger cargo size is quoted at a lower rate per ton than a smaller cargo size. Routes with costly ports or canals generally command higher rates than routes with low port dues and no canals to transit. Voyages with a load port within a region that includes ports where vessels usually discharge cargo or a discharge port within a region with ports where vessels load cargo also are generally quoted at lower rates, because such voyages generally increase vessel utilization by reducing the unloaded portion (or ballast leg) that is included in the calculation of the return charter to a loading area.

Within the dry bulk shipping industry, the charter hire rate references most likely to be monitored are the freight rate indexes issued by the Baltic Exchange. These references are based on actual charter hire rates under charters entered into by market participants as well as daily assessments provided to the Baltic Exchange by a panel of major shipbrokers.

Competition

We operate in markets that are highly competitive and based primarily on supply and demand. We compete for charters on the basis of price, vessel location, size, age and condition of the vessel, as well as on its reputation. Fidelity negotiates the terms of our charters (whether voyage charters, period time charters, bareboat charters or pools) based on market conditions. We currently compete primarily with other owners of dry bulk vessels, many of which may have more resources than us and may operate vessels that are newer, and therefore more attractive to charterers than vessels we may operate. Ownership of dry bulk vessels is highly fragmented and is divided among publicly listed companies, state-controlled companies and independent dry bulk vessel owners. We currently compete primarily with owners of dry bulk vessels in the Capesize class size.

Customers

Our customers include or have included national, regional and international companies. Customers individually accounting for more than 10% of our revenues during the years ended December 31, 2022, 2021 and 2020 were:

Customer	2022	2021	2020
A	24%	15%	-
B	18%	13%	-
C	17%	23%	23%
D	15%	11%	18%
E	-	10%	-
Total	74%	72%	41%

Seasonality

Coal, iron ore and grains, which are the major bulks of the dry bulk shipping industry, are somewhat seasonal in nature. The energy markets primarily affect the demand for coal, with increases during hot summer periods when air conditioning and refrigeration require more electricity and towards the end of the calendar year in anticipation of the forthcoming winter period. The demand for iron ore tends to decline in the summer months because many of the major steel users, such as automobile makers, reduce their level of production significantly during the summer holidays. Grain trades are completely seasonal as they are driven by the harvest within a climate zone. Because three of the five largest grain producers (the United States of America, Canada and the European Union) are located in the northern hemisphere and the other two (Argentina and Australia) are located in the southern hemisphere, harvests occur throughout the year and grains transportation requires dry bulk shipping accordingly.

Our ESG Initiatives

Environmental

We comply with all applicable environmental regulations in a timely and efficient manner, and we implement measures to further reduce our carbon footprint, improve our environmental performance and protect the marine environment. We continuously monitor the performance of our vessels through telemetry and advanced data management systems and take action to improve the energy efficiency of our fleet both operationally and technically, in view of the greenhouse gas (GHG) strategy set for 2030 and 2050 by the International Maritime Organization, the United Nations agency for maritime safety and the prevention of pollution by vessels (the “IMO”).

•	We have retrofitted our fleet with nine Exhaust Gas Cleaning Systems (“EGCS”) in order to comply with emissions standards, titled IMO- 2020, set by the IMO.
•	We participate in the Poseidon Principles, which establish a framework for assessing and disclosing the climate alignment of ship finance portfolios and are consistent with the policies and ambitions of<br> the IMO to reduce shipping’s total annual GHG emissions by at least 40% by 2030.
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•	We collaborate with our charterers within the scope of the Sea Cargo Charter, providing them with our vessel data to enable them to assess and report on the carbon intensity of the chartering activities<br> of these vessels.
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•	We have engaged and actively participate in partnerships and alliances that promote sustainability in the maritime sector, including emission control and other environmental initiatives, such as the<br> Getting to Zero Coalition, the Hellenic Decarbonization committee of RINA Classification Society and the Hellenic Marine Environment Protection Association.
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•	We are active participants in several projects for the development and/or deployment of new green technologies and alternative fuels, including with respect to:
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-	the adoption of various latest technology voyage optimization platforms which aim to reduce fuel consumption and therefore our fleet’s CO2 footprint;
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-	the installation of energy-saving devices, such as propeller ducts, propeller boss cap fins and variable frequency drives, which aim to reduce the required propulsion power and CO2 emissions of our<br> vessels;
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-	piloting and evaluating latest technology anti-fouling paints and hull cleaning technologies to reduce hull resistance and improve vessel’s energy efficiency; and
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-	the techno-economic feasibility assessment of alternative fuels in shipping by executing multiple biofuel trials;
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Social

We are focused on continuously improving our social impact, including with respect to the health, safety and wellbeing of employees, both on board and ashore, to operational excellence, and to community support. We are dedicated to providing equal employment opportunities and treating our people fairly without regard to race, color, religious beliefs, age, sex, or any other classification.

•	We maintain high employee retention rates both on board and ashore and work to facilitate the professional development, continuous training and career advancement of our people.
•	We have an annual contract with an international organization covering 24/7 all seamen onboard the vessels medically and psychologically.
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•	Our community investment activities focus on, but are not limited to, supporting vulnerable groups and youth education in Greece.
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Governance

We apply corporate governance best practices, adhere to high ethical principles and ensure the high commercial performance of our fleet.

•	The Company is governed by a diverse and experienced, majority independent Board of Directors.
•	We have a transparent Code of Business Conduct & Ethics and Anti-Fraud Policy in place.
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•	We implement strong internal controls structured to ensure robust risk management.
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•	We continuously cultivate an open reporting culture with respect to any violations of the Code of Ethics.
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•	During 2022, we established an ESG Committee at Board level to guide and support the company’s ESG strategy.
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•	Our Company uses advanced Enterprise Resource Planning and Business Intelligence systems to streamline operations and facilitate effective decision-making. We continuously upgrade and enhance our<br> cybersecurity systems, processes, and policies to protect our company from cyber risks, both in the office and on our vessels.
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Environmental and Other Regulations

Government regulation and laws significantly affect the ownership and operation of our fleet. We are subject to international conventions and treaties, national, state and local laws and regulations in force in the countries in which our vessels may operate or are registered relating to safety and health and environmental protection including the storage, handling, emission, transportation and discharge of hazardous and non-hazardous materials, and the remediation of contamination and liability for damage to natural resources. Compliance with such laws, regulations and other requirements entails significant expense, including vessel modifications and implementation of certain operating procedures.

A variety of government and private entities subject our vessels to both scheduled and unscheduled inspections. These entities include the local port authorities (applicable national authorities such as the United States Coast Guard, or USCG, harbor master or equivalent), classification societies, flag state administrations (countries of registry), terminal operators and charterers. Certain of these entities require us to obtain permits, licenses, certificates and other authorizations for the operation of our vessels. Failure to maintain necessary permits or approvals could require us to incur substantial costs or result in the temporary suspension of the operation of one or more of our vessels.

Increasing environmental concerns have created a demand for vessels that conform to stricter environmental standards. We are required to maintain operating standards for all of our vessels that emphasize operational safety, quality maintenance, continuous training of our officers and crews and compliance with United States and international regulations. We believe that the operation of our vessels is in substantial compliance with applicable environmental laws and regulations and that our vessels have all material permits, licenses, certificates or other authorizations necessary for the conduct of our operations. However, because such laws and regulations frequently change and may impose increasingly stricter requirements, we cannot predict the ultimate cost of complying with these requirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that causes significant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability.

International Maritime Organization

The IMO, the United Nations agency for maritime safety and the prevention of pollution by vessels, has adopted the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, collectively referred to as MARPOL 73/78 and herein as MARPOL, the International Convention for the Safety of Life at Sea of 1974, or SOLAS Convention, the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW, and the International Convention on Load Lines of 1966, or LL Convention. MARPOL establishes environmental standards relating to oil leakage or spilling, garbage management, sewage, air emissions, the handling and disposal of noxious liquids and the handling of harmful substances in packaged forms. MARPOL is applicable to dry bulk, tanker and LNG carriers, among other vessels, and is broken into six Annexes, each of which regulates a different source of pollution. Annex I relates to oil leakage or spilling; Annexes II and III relate to harmful substances carried in bulk in liquid or in packaged form, respectively; Annexes IV and V relate to sewage and garbage management, respectively; and Annex VI, lastly, relates to air emissions. Annex VI was separately adopted by the IMO in September of 1997.

In 2013, the IMO's Marine Environmental Protection Committee, or the MEPC, adopted a resolution amending MARPOL Annex I Condition Assessment Scheme, or CAS. These amendments became effective on October 1, 2014 and require compliance with the 2011 International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers, or ESP Code, which provides for enhanced inspection programs. We may need to make certain financial expenditures to comply with these amendments.

Air Emissions

In September of 1997, the IMO adopted Annex VI to MARPOL to address air pollution from vessels. Effective May 2005, Annex VI sets limits on sulfur oxide and nitrogen oxide emissions from all commercial vessel exhausts and prohibits “deliberate emissions” of ozone depleting substances (such as halons and chlorofluorocarbons), emissions of volatile compounds from cargo tanks, and the shipboard incineration of specific substances. Annex VI also includes a global cap on the sulfur content of fuel oil and allows for special areas to be established with more stringent controls on sulfur emissions, as explained below. Emissions of “volatile organic compounds” from certain vessels, and the shipboard incineration (from incinerators installed after January 1, 2000) of certain substances (such as polychlorinated biphenyls, or PCBs) are also prohibited. We believe that all our vessels are currently compliant in all material respects with these regulations.

The MEPC adopted amendments to Annex VI regarding emissions of sulfur oxide, nitrogen oxide, particulate matter and ozone depleting substances, which entered into force on July 1, 2010. The amended Annex VI seeks to further reduce air pollution by, among other things, implementing a progressive reduction of the amount of sulfur contained in any fuel oil used on board ships. Effective January 1, 2020, there has been a global limit of 0.5% m/m sulfur oxide emissions (reduced from 3.50%). This limitation can be met by using low-sulfur compliant fuel oil, alternative fuels, or certain exhaust gas cleaning systems. Ships are required to obtain bunker delivery notes and International Air Pollution Prevention, or IAPP, Certificates from their flag states that specify sulfur content. Additionally, at MEPC 73, amendments to Annex VI to prohibit the carriage of bunkers above 0.5% sulfur on ships became effective on March 1, 2020. Additional amendments to Annex VI revising, among other terms, the definition of “Sulphur content of fuel oil” and “low-flashpoint fuel” and pertaining to the sampling and testing of onboard fuel oil, will become effective in 2022. These regulations subject ocean-going vessels to stringent emissions controls and may cause us to incur substantial costs.

Sulfur content standards are even stricter within certain “Emission Control Areas,” or ECAs. As of January 1, 2015, ships operating within an ECA were not permitted to use fuel with sulfur content in excess of 0.1%. Amended Annex VI establishes procedures for designating new ECAs. Currently, the IMO has designated four ECAs, including specified portions of the Baltic Sea area, North Sea area, North American area and United States Caribbean Sea area. Recently at the MEPC78, the IMO approved a proposal for a new ECA in the Mediterranean to apply from 1 July 2025 such that the sulfur content of marine fuels does not exceed 0.1%. Ocean-going vessels in these areas are subject to stringent emission controls and may cause us to incur additional costs. If other ECAs are approved by the IMO, or other new or more stringent requirements relating to emissions from marine diesel engines or port operations by vessels are adopted by the U.S. Environmental Protection Agency, or EPA, or the states where we operate, compliance with these regulations could entail significant capital expenditures or otherwise increase the costs of our operations.

Amended Annex VI also establishes new tiers of stringent nitrogen oxide emissions standards for marine diesel engines, depending on their date of installation. Now Annex VI provides for a three-tier reduction in NOx emissions from marine diesel engines, with the final tier (or Tier III) to apply to engines installed on vessels constructed on or after January 1, 2016 and which operate in the North American ECA or the U.S. Caribbean Sea ECA as well as ECAs designated in the future by the IMO. At MEPC 70 and MEPC 71, the MEPC approved the North Sea and Baltic Sea as ECAs for nitrogen oxide for ships built after January 1, 2021. The EPA promulgated equivalent (and in some senses stricter) emissions standards in late 2009. Additionally, amendments to Annex II, which strengthen discharge requirements for cargo residues and tank washings in specified sea areas (including North West European waters, Baltic Sea area, Western European waters and Norwegian Sea), came into effect in January 2021.

Regulation 22A of MARPOL Annex VI became effective as of March 1, 2018 and requires ships above 5,000 gross tonnage to collect and report annual data on fuel oil consumption to an IMO database, with the first year of data collection commencing on January 1, 2019. The IMO intends to use such data as the first step in its roadmap (through 2023) for developing its strategy to reduce greenhouse gas emissions from ships, as discussed further below.

MARPOL mandates certain measures relating to energy efficiency for ships. All ships are now required to develop and implement Ship Energy Efficiency Management Plans, or SEEMPS, and new ships must be designed in compliance with minimum energy efficiency levels per capacity mile as defined by the Energy Efficiency Design Index, or EEDI. Under these measures, by 2025, all new ships built will be 30% more energy efficient than those built in 2014.

We may incur costs to comply with these revised standards. Additional or new conventions, laws and regulations may be adopted that could require the installation of expensive emission control systems and could adversely affect our business, results of operations, cash flows and financial condition.

Safety Management System Requirements

The SOLAS Convention was amended to address the safe manning of vessels and emergency training drills. The Convention of Limitation of Liability for Maritime Claims, or the LLMC, sets limitations of liability for a loss of life or personal injury claim or a property claim against ship owners. We believe that our vessels are in substantial compliance with SOLAS and LLMC standards.

Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, or the ISM Code, our operations are also subject to environmental standards and requirements. The ISM Code requires the party with operational control of a vessel to develop an extensive safety management system that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and procedures for operating its vessels safely and describing procedures for responding to emergencies. We rely upon the safety management system that we and our technical management team have developed for compliance with the ISM Code. The failure of a vessel owner or bareboat charterer to comply with the ISM Code may subject such party to increased liability, may decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports.

The ISM Code requires that vessel operators obtain a safety management certificate for each vessel they operate. This certificate evidences compliance by a vessel's management with the ISM Code requirements for a safety management system. No vessel can obtain a safety management certificate unless its manager has been awarded a document of compliance, issued by each flag state, under the ISM Code. We have obtained applicable documents of compliance for our offices and safety management certificates for all of our vessels for which the certificates are required by the IMO. The document of compliance and safety management certificate are renewed as required.

Amendments to the SOLAS Convention Chapter VII apply to vessels transporting dangerous goods and require those vessels be in compliance with the International Maritime Dangerous Goods Code, or IMDG Code. Effective January 1, 2018, the IMDG Code includes (1) updates to the provisions for radioactive material, reflecting the latest provisions from the International Atomic Energy Agency, (2) new marking, packing and classification requirements for dangerous goods, and (3) new mandatory training requirements. Amendments to the IMDG Code relating to segregation requirements for certain substances, and classification and transport of carbon, following incidents involving the spontaneous ignition of charcoal, came into effect in June 2022.

The IMO has also adopted the International Convention on Standards of Training, Certification and Watchkeeping for Seafarers, or STCW. As of February 2017, all seafarers are required to meet the STCW standards and be in possession of a valid STCW certificate. Flag states that have ratified SOLAS and STCW generally employ the classification societies, which have incorporated SOLAS and STCW requirements into their class rules, to undertake surveys to confirm compliance.

Furthermore, recent actions by the IMO's Maritime Safety Committee and United States agencies indicate that cybersecurity regulations for the maritime industry are likely to be further developed in the near future in an attempt to combat cybersecurity threats. For example, effective January 2021, cyber-risk management systems must be incorporated by shipowners and managers. This might cause companies to create additional procedures for monitoring cybersecurity, which could require additional expenses and/or capital expenditures. The impact of such regulations is hard to predict at this time.

Pollution Control and Liability Requirements

The IMO has negotiated international conventions that impose liability for pollution in international waters and the territorial waters of the signatories to such conventions. For example, the IMO adopted the International Convention for the Control and Management of Ships' Ballast Water and Sediments, or the BWM Convention, in 2004. The BWM Convention entered into force on September 9, 2017. The BWM Convention requires ships to manage their ballast water to remove, render harmless, or avoid the uptake or discharge of new or invasive aquatic organisms and pathogens within ballast water and sediments. The BWM Convention's implementing regulations call for a phased introduction of mandatory ballast water exchange requirements, to be replaced in time with mandatory concentration limits, and require all ships to carry a ballast water record book and an international ballast water management certificate.

Specifically, ships over 400 gross tons generally must comply with a “D-1 standard,” requiring the exchange of ballast water only in open seas and away from coastal waters. The “D-2 standard” specifies the maximum amount of viable organisms allowed to be discharged, and compliance dates vary depending on the IOPP renewal dates. For most ships, compliance with the D-2 standard will involve installing on-board systems to treat ballast water and eliminate unwanted organisms. Ballast Water Management systems (or BWMS), which include systems that make use of chemical, biocides, organisms or biological mechanisms, or which alter the chemical or physical characteristics of the Ballast Water, must be approved in accordance with IMO Guidelines (Regulation D-3). Pursuant to the BWM Convention amendments that entered into force in October 2019, BWMS installed on or after October 28, 2020 shall be approved in accordance with BWMS Code, while BWMS installed before October 23, 2020 must be approved taking into account guidelines developed by the IMO or the BWMS Code. Costs of compliance with these regulations may be substantial. The cost of compliance could increase for ocean carriers and may have a material effect on our operations. However, many countries already regulate the discharge of ballast water carried by vessels from country to country to prevent the introduction of invasive and harmful species via such discharges. The U.S., for example, requires vessels entering its waters from another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements. Amendments to the BWM Convention concerning commissioning testing of BWMS became effective in June 2022.

The IMO also adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the Bunker Convention, to impose strict liability on ship owners (including the registered owner, bareboat charterer, manager or operator) for pollution damage in jurisdictional waters of ratifying states caused by discharges of bunker fuel. The Bunker Convention requires registered owners of ships over 1,000 gross tons to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitation regime (but not exceeding the amount calculated in accordance with the LLMC). With respect to non-ratifying states, liability for spills or releases of oil carried as fuel in ship's bunkers typically is determined by the national or other domestic laws in the jurisdiction where the events or damages occur.

Ships are required to maintain a certificate attesting that they maintain adequate insurance to cover an incident. In jurisdictions such as the United States where the Bunker Convention has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault or on a strict-liability basis.

Anti‑Fouling Requirements

In 2001, the IMO adopted the International Convention on the Control of Harmful Anti‑fouling Systems on Ships, or the “Anti‑fouling Convention.” The Anti‑fouling Convention entered into force in September 2008 and prohibits the use of organotin compound coatings to prevent the attachment of mollusks and other sea life to the hulls of vessels. Vessels of over 400 gross tons engaged in international voyages will also be required to undergo an initial survey before the vessel is put into service or before an International Anti‑fouling System Certificate is issued for the first time; and subsequent surveys when the anti‑fouling systems are altered or replaced. In 2023, amendments to the Anti-fouling Convention came into effect which include controls on the biocide cybutryne; ships shall not apply or re-apply anti-fouling systems containing this substance from January 1, 2023. We have obtained Anti‑fouling System Certificates for all of our vessels that are subject to the Anti‑fouling Convention.

Compliance Enforcement

Noncompliance with the ISM Code or other IMO regulations may subject the ship owner or bareboat charterer to increased liability, may lead to decreases in available insurance coverage for affected vessels and may result in the denial of access to, or detention in, some ports. The USCG and European Union authorities have indicated that vessels not in compliance with the ISM Code by applicable deadlines will be prohibited from trading in U.S. and European Union ports, respectively. As of the date of this report, each of our vessels is ISM Code certified. However,

          there can be no assurance that such certificates will be maintained in the future.  The IMO continues to review and introduce new regulations. It is
          impossible to predict what additional regulations, if any, may be passed by the IMO and what effect, if any, such regulations might have on our operations.

United States Regulations

The U.S. Oil Pollution Act of 1990 and the Comprehensive Environmental Response, Compensation and Liability Act

The U.S. Oil Pollution Act of 1990, or OPA, established an extensive regulatory and liability regime for the protection and clean-up of the environment from oil spills. OPA affects all “owners and operators” whose vessels trade or operate within the U.S., its territories and possessions or whose vessels operate in U.S. waters, which includes the U.S.'s territorial sea and its 200 nautical mile exclusive economic zone around the U.S. The U.S. has also enacted the Comprehensive Environmental Response, Compensation and Liability Act, or CERCLA, which applies to the discharge of hazardous substances other than oil, except in limited circumstances, whether on land or at sea. OPA and CERCLA both define “owner and operator” in the case of a vessel as any person owning, operating or chartering by demise, the vessel. Both OPA and CERCLA impact our operations.

Under OPA, vessel owners and operators are “responsible parties” and are jointly, severally and strictly liable (unless the spill results solely from the act or omission of a third party, an act of God or an act of war) for all containment and clean-up costs and other damages arising from discharges or threatened discharges of oil from their vessels, including bunkers (fuel). OPA defines these other damages broadly to include:

(i) injury to, destruction or loss of, or loss of use of, natural resources and related assessment costs;

(ii) injury to, or economic losses resulting from, the destruction of real and personal property;

(iii) loss of subsistence use of natural resources that are injured, destroyed or lost;

(iv) net loss of taxes, royalties, rents, fees or net profit revenues resulting from injury, destruction or loss of real or personal property, or natural resources;

(v) lost profits or impairment of earning capacity due to injury, destruction or loss of real or personal property or natural resources; and

(vi) net cost of increased or additional public services necessitated by removal activities following a discharge of oil, such as protection from fire, safety or health hazards, and loss of subsistence use of natural resources.

OPA contains statutory caps on liability and damages; such caps do not apply to direct clean-up costs. On December 23, 2022, the USCG adjusted the limits of OPA liability for non-tank vessels, edible oil tank vessels, and any oil spill response vessels, to the greater of $1,300 per gross ton or $1,076,000 (subject to periodic adjustment for inflation). These limits of liability do not apply if an incident was proximately caused by the violation of an applicable U.S. federal safety, construction or operating regulation by a responsible party (or its agent, employee or a person acting pursuant to a contractual relationship), or a responsible party's gross negligence or willful misconduct. The limitation on liability similarly does not apply if the responsible party fails or refuses to (i) report the incident where the responsible party knows or has reason to know of the incident; (ii) reasonably cooperate and assist as requested in connection with oil removal activities; or (iii) without sufficient cause, comply with an order issued under the Federal Water Pollution Act (Section 311 (c), (e)) or the Intervention on the High Seas Act.

CERCLA contains a similar liability regime whereby owners and operators of vessels are liable for clean-up, removal and remedial costs, as well as damages for injury to, or destruction or loss of, natural resources, including the reasonable costs associated with assessing the same, and health assessments or health effects studies. There is no liability if the discharge of a hazardous substance results solely from the act or omission of a third party, an act of God or an act of war. Liability under CERCLA is limited to the greater of $300 per gross ton or $5.0 million for vessels carrying a hazardous substance as cargo and the greater of $300 per gross ton or $500,000 for any other vessel. These limits do not apply (rendering the responsible person liable for the total cost of response and damages) if the release or threat of release of a hazardous substance resulted from willful misconduct or negligence, or the primary cause of the release was a violation of applicable safety, construction or operating standards or regulations. The limitation on liability also does not apply if the responsible person fails or refused to provide all reasonable cooperation and assistance as requested in connection with response activities where the vessel is subject to OPA.

OPA and CERCLA each preserve the right to recover damages under existing law, including maritime tort law. OPA and CERCLA both require owners and operators of vessels to establish and maintain with the USCG evidence of financial responsibility sufficient to meet the maximum amount of liability to which the particular responsible person may be subject. Vessel owners and operators may satisfy their financial responsibility obligations by providing a proof of insurance, a surety bond, qualification as a self-insurer or a guarantee. We comply and plan to comply going forward with the USCG's financial responsibility regulations by providing applicable certificates of financial responsibility.

The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including higher

        liability caps under OPA, new regulations regarding offshore oil and gas drilling, and a pilot inspection program for offshore facilities.  However, several of these initiatives and regulations have been or may be revised.  For example, the
        U.S. Bureau of Safety and Environmental Enforcement's, or BSEE, revised Production Safety Systems Rule, or PSSR, effective December 27, 2018, modified and relaxed certain environmental and safety protections under the 2016 PSSR.  Additionally,
        the BSEE released a final Well Control Rule, which eliminated a number of provisions which could affect offshore drilling operations.  In 2022, revisions to the Well Control Rule were proposed which may affect offshore drilling operations and
        cause us to incur additional costs to comply. Compliance with any new requirements of OPA and future legislation or regulations applicable to the operation of our vessels could negatively impact the cost of our operations and adversely affect
        our business.

OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries, provided they accept, at a minimum, the levels of liability established under OPA and some states have enacted legislation providing for unlimited liability for oil spills. Many U.S. states that border a navigable waterway have enacted environmental pollution laws that impose strict liability on a person for removal costs and damages resulting from a discharge of oil or a release of a hazardous substance. These laws may be more stringent than U.S. federal law. Moreover, some states have enacted legislation providing for unlimited liability for discharge of pollutants within their waters, although in some cases, states which have enacted this type of legislation have not yet issued implementing regulations defining vessel owners' responsibilities under these laws. The Company intends to comply with all applicable state regulations in the ports where the Company's vessels call.

We currently maintain pollution liability coverage insurance in the amount of $1 billion per incident for each of our vessels. If the damages from a catastrophic spill were to exceed our insurance coverage, that could have an adverse effect on our business and results of operation.

Other United States Environmental Initiatives

The U.S. Clean Air Act of 1970 (including its amendments of 1977 and 1990), or CAA, requires the EPA to promulgate standards applicable to emissions of volatile organic compounds and other air contaminants. The CAA requires states to adopt State Implementation Plans, or SIPs, some of which regulate emissions resulting from vessel loading and unloading operations which may affect our vessels.

The U.S. Clean Water Act, or CWA, prohibits the discharge of oil, hazardous substances and ballast water in U.S. navigable waters unless authorized by a duly issued permit or exemption, and imposes strict liability in the form of penalties for any unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complements the remedies available under OPA and CERCLA. In 2015, the EPA expanded the definition of “waters of the United States,” or WOTUS, thereby expanding federal authority under the CWA. In April 2020, the EPA and Department of the Army published the Navigable Waters Protection Rule to finalize a revised WOTUS definition, which rule became effective in June 2020. However, in light of a court order issued by the U.S. District Court for the District of Arizona on August 30, 2021, the EPA and U.S. Army Corps of Engineers are interpreting WOTUS consistent with the pre-2015 regulatory regime. On December 30, 2022, the EPA and U.S. Army Corps of Engineers announced the final revised WOTUS rule, which was published on January 18, 2023, and will become effective on March 20, 2023. The revised WOTUS rule replaces the 2020 Navigable Waters protection Rule and generally reflects an expansion of the CWA jurisdiction.

The EPA and the USCG have also enacted rules relating to ballast water discharge, compliance with which requires the installation of equipment on our vessels to treat ballast water before it is discharged or the implementation of other port facility disposal arrangements or procedures at potentially substantial costs, and/or otherwise restrict our vessels from entering U.S. Waters. The EPA will regulate these ballast water discharges and other discharges incidental to the normal operation of certain vessels within United States waters pursuant to the Vessel Incidental Discharge Act, or VIDA, which was signed into law on December 4, 2018 and requires that the U.S. Coast Guard develop implementation, compliance, and enforcement regulations regarding ballast water. It intends to replace the VGP scheme and streamline the patchwork of federal, state, and local requirements for the commercial vessel community. The US Environmental Protection Agency, or EPA, has indicated that new federal discharge standards for vessels may be published in autumn 2024. In the meantime, the agency has seemingly strengthened its inspection and enforcement efforts to ensure compliance with the extended VGP scheme and warns that non-compliance can result in significant penalties. The VIDA gave the EPA two years to develop new national discharge standards for vessels and the U.S/ Coast Guard another two years to develop regulations and best management practices to implement and enforce those standards. VIDA also specifies that the provisions of the VGP will continue to apply until EPA and the U.S. Coast Guard publish their final regulations, regardless of how long that takes, and that the permit cannot be modified during that time. On October 26, 2020, the EPA published a Notice of Proposed rulemaking for Vessel Incidental Discharge National Standards of Performance under VIDA, and in November 2020, held virtual public meetings, but a final rule has not been promulgated. Under VIDA, all provisions of the 2013 VGP and USCG ballast water regulations remain in force and effect as currently written until the EPA publishes standards. Several U.S. states have added specific requirements to the Vessel General Permit and, in some cases, may require vessels to install ballast water treatment technology to meet biological performance standards. In addition, several U.S. states have added specific requirements to the VGP, including submission of a Notice of Intent, or NOI, or retention of a PARI form and submission of annual reports. Although EPA did issue a notice of proposed rulemaking in October 2020, a final rule on new discharge standards has still not been promulgated – which also means that a complete replacement scheme for the VGP is still some time away. A recent announcement on the EPA indicates that a final rule on the discharge standards may be ready in the autumn of 2024. Thus, if the USCG spends the full two years to finalise the corresponding enforcement standards, the current 2013 VGP scheme will remain in force until 2026. This rule changes may have financial impact on our vessels and may result in our vessels being banded from calling in US in case compliance issues arise.

European Union Regulations

In October 2009, the European Union amended a directive to impose criminal sanctions for illicit ship-source discharges of polluting substances, including minor discharges, if committed with intent, recklessly or with serious negligence and the discharges individually or in the aggregate result in deterioration of the quality of water. Aiding and abetting the discharge of a polluting substance may also lead to criminal penalties. The directive applies to all types of vessels, irrespective of their flag, but certain exceptions apply to warships or where human safety or that of the ship is in danger. Criminal liability for pollution may result in substantial penalties or fines and increased civil liability claims. Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015 (amended by Regulation (EU) 2016/2071 with respect to methods of calculating, inter alia, emission and consumption) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport, and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which may cause us to incur additional expenses. As of January 2019, large ships calling at EU ports have been required to collect and publish data on carbon dioxide emissions and other information. The system entered into force on 1 March 2018. July 2020 saw the European Parliament’s Committee on Environment, Public Health and Food Safety vote in favor of the inclusion of vessels of 5,000 gross tons and above in the EU Emissions Trading System (in addition to voting for a revision to the monitoring, reporting and verification of CO2 emissions). In September 2020, the European Parliament adopted the proposal from the European Commission to amend the regulation on monitoring carbon dioxide emissions from maritime transport.

On July 14, 2021, the European Commission published a package of draft proposals as part of its ‘Fit for 55’ environmental legislative agenda and as part of the wider EU Green Deal growth strategy (the “Proposals”). There are two key initiatives relevant to maritime arising from the Proposals: (a) a bespoke emissions trading scheme for the maritime sector (Maritime ETS) which is due to commence in 2024 and which is to apply to all ships above a gross tonnage of 5,000; and (b) a FuelEU draft regulation which seeks to require all ships above a gross tonnage of 5,000 to carry on board a ‘FuelEU certificate of compliance’ from 30 June 2025 as evidence of compliance with the limits on the greenhouse gas intensity of the energy used on-board by a ship and with the requirements on the use of on-shore power supply (OPS) at berth. More specifically, Maritime ETS is to apply gradually over the period from 2024-2026. In 2025 shipping companies would have to surrender 40% of ETS allowances for 2024 emissions; in 2026 shipping companies would have to surrender 70% of ETS allowances for the 2025 emissions and 100% in 2027 for 2026 emissions. The cap under the ETS would be set by taking into account EU MRV system emissions data for the years 2018 and 2019, adjusted, from year 2021 and is to capture 100% of the etmissions from intra-EU maritime voyages; 100% of emissions from ships at berth in EU ports; and 50% of emissions from voyages which start or end at EU ports (but the other destination is outside the EU). More recent proposed amendments signal that 100% of non-EU emissions may be caught if the IMO does not introduce a global market-based measure by 2028. Furthermore, the proposals envisage that all maritime allowances would be auctioned and there will be no free allocation. Whilst the ETS legal text has been agreed and is subject to formal adoption and publication, FuelEU Maritime proposal is still being negotiated and final drafts are expected later in 2023.

Responsible recycling and scrapping of ships is becoming an increasingly important issue for shipowners and charterers alike as the industry strives to replace old ships with cleaner, more energy efficient models. The recognition of the need to impose recycling obligations on the shipping industry is not new. In 2009, the IMO oversaw the creation of the Hong Kong Ship Recycling Convention (the “Hong Kong Convention”), which sets standards for ship recycling. Concerned at the lack of progress in satisfying the conditions needed to bring the Hong Kong Convention into force, the EU published its own Ship Recycling Regulation 1257/2013 (SRR) in 2013, with a view to facilitating early ratification of the Hong Kong Convention both within the EU and in other countries outside the EU. As the Hong Kong Convention has yet to come into force, the 2013 regulations are vital to responsible ship recycling in the EU. SRR requires that, from 31 December 2020, all existing ships sailing under the flag of EU member states and non-EU flagged ships calling at an EU port or anchorage must carry on-board an Inventory of Hazardous Materials (IHM) with a certificate or statement of compliance, as appropriate. For EU-flagged vessels, a certificate (either an Inventory Certificate or Ready for Recycling Certificate) will be necessary, while non-EU flagged vessels will need a Statement of Compliance.

The European Union has adopted several regulations and directives requiring, among other things, more frequent inspections of high-risk ships, as determined by type, age, and flag as well as the number of times the ship has been detained. The European Union also adopted and extended a ban on substandard ships and enacted a minimum ban period and a definitive ban for repeated offenses. The regulation also provided the European Union with greater authority and control over classification societies, by imposing more requirements on classification societies and providing for fines or penalty payments for organizations that failed to comply. Furthermore, the EU has implemented regulations requiring vessels to use reduced sulfur content fuel for their main and auxiliary engines. Since January 1, 2015, vessels have been required to burn fuel with sulfur content not exceeding 0.1% while within EU member states' territorial seas, exclusive economic zones and pollution control zones that are included in “SOx Emission Control Areas.” EU Directive (EU) 2016/802 establishes limits on the maximum sulfur content of gas oils and heavy fuel oil and contains fuel-specific requirements for ships calling at EU ports.

EU Directive 2004/35/CE (as amended) regarding the prevention and remedying of environmental damage addresses liability for environmental damage (including damage to water, land, protected species and habitats) on the basis of the “polluter pays” principle. Operators whose activities caused the environmental damage are liable for the damage (subject to certain exceptions). With regard to specified activities causing environmental damage, operators are strictly liable. The directive applies where damage has already occurred and where there is an imminent threat of damage. The directive requires preventative and remedial actions, and that operators report environmental damage or an imminent threat of such damage.

International Labor Organization

The International Labor Organization, or the ILO, is a specialized agency of the UN that has adopted the Maritime Labor Convention 2006, or MLC 2006. A Maritime Labor Certificate and a Declaration of Maritime Labor Compliance is required to ensure compliance with the MLC 2006 for all ships above 500 gross tons in international trade. We believe that all our vessels are in substantial compliance with and are certified to meet MLC 2006.

Greenhouse Gas Regulation

Currently, the emissions of greenhouse gases from international shipping are not subject to the Kyoto Protocol to the United Nations Framework Convention on Climate Change (this task having been delegated to the IMO), which entered into force in 2005 and pursuant to which adopting countries have been required to implement national programs to reduce greenhouse gas emissions with targets extended through 2020. International negotiations are continuing with respect to a successor to the Kyoto Protocol, and restrictions on shipping emissions may be included in any new treaty. In December 2009, more than 27 nations, including the U.S. and China, signed the Copenhagen Accord, which includes a non-binding commitment to reduce greenhouse gas emissions. The 2015 United Nations Climate Change Conference in Paris resulted in the Paris Agreement, which entered into force on November 4, 2016 and does not directly limit greenhouse gas emissions from ships. The United States rejoined the Paris Agreement in February 2021.

At MEPC 70 and MEPC 71, a draft outline of the structure of the initial strategy for developing a comprehensive IMO strategy on reduction of greenhouse gas emissions from ships was approved. In accordance with this roadmap, in April 2018, nations at the MEPC 72 adopted an initial strategy to reduce greenhouse gas emissions from ships. The initial strategy identifies “levels of ambition” to reducing greenhouse gas emissions, including (1) decreasing the carbon intensity from ships through implementation of further phases of the Energy-Efficiency Design Index for new ships (while the Ship Energy-Efficiency Management Plan is mandatory for all vessels); (2) reducing carbon dioxide emissions per transport work, as an average across international shipping, by at least 40% by 2030, pursuing efforts towards 70% by 2050, compared to 2008 emission levels; and (3) reducing the total annual greenhouse emissions by at least 50% by 2050 compared to 2008 while pursuing efforts towards phasing them out entirely. The initial strategy notes that technological innovation, alternative fuels and/or energy sources for international shipping will be integral to achieve the overall ambition. These regulations could cause us to incur additional substantial expenses.

At MEPC 70 in October 2016, a mandatory data collection system (DCS) was adopted which requires ships above 5,000 gross tons to report consumption data for fuel oil, hours under way and distance travelled. Unlike the EU MRV (see below), the IMO DCS covers any maritime activity carried out by ships, including dredging, pipeline laying, ice-breaking, fish-catching and off-shore installations. The SEEMPs of all ships covered by the IMO DCS must include a description of the methodology for data collection and reporting. After each calendar year, the aggregated data are reported to the flag state. If the data have been reported in accordance with the requirements, the flag state issues a statement of compliance to the ship. Flag states subsequently transfer this data to an IMO ship fuel oil consumption database, which is part of the Global Integrated Shipping Information System (GISIS) platform. IMO will then produce annual reports, summarizing the data collected. Thus, currently, data related to the GHG emissions of ships above 5,000 gross tons calling at ports in the European Economic Area (EEA) must be reported in two separate, but largely overlapping, systems: the EU MRV – which applies since 2018 – and the IMO DCS – which applies since 2019. The proposed revision of Regulation (EU) 2015/757 adopted on 4 February 2019 aims to align and facilitate the simultaneous implementation of the two systems however it is still not clear when the proposal will be adopted.

IMO’s MEPC 76 adopted amendments to MAPROL Annex VI that will require ships to reduce their greenhouse gas emissions. Effective from January 1, 2023, the Revised MARPOL Annex VI includes carbon intensity measures (requirements for ships to calculate their Energy Efficiency Existing Ship Index (EEXI) following technical means to improve their energy efficiency and to establish their annual operational carbon intensity indicator and rating). MEPC 76 also adopted guidelines to support implementation of the amendments.

In 2021, the EU adopted a European Climate Law (Regulation (EU) 2021/1119), establishing the aim of reaching net zero greenhouse gas emissions in the EU by 2050, with an intermediate target of reducing greenhouse gas emissions by at least 55% by 2030, compared to 1990 levels. In July 2021, the European Commission launched the “Fit for 55” (described above) to support the climate policy agenda. As of January 2019, large ships calling at EU ports have been required to collect and publish data on carbon dioxide emissions and other information.

In the United States, the EPA issued a finding that greenhouse gases endanger the public health and safety, adopted regulations to limit greenhouse gas emissions from certain mobile sources, and proposed regulations to limit greenhouse gas emissions from large stationary sources. The EPA or individual U.S. states could enact environmental regulations that could negatively affect our operations.

Any passage of climate control legislation or other regulatory initiatives by the IMO, the EU, the U.S. or other countries where we operate, or any treaty adopted at the international level to succeed the Kyoto Protocol or Paris Agreement, that restricts emissions of greenhouse gases could require us to make significant expenditures which we cannot predict with certainty at this time. Even in the absence of climate control legislation, our business may be indirectly affected to the extent that climate change may result in sea level changes or certain weather events.

Vessel Security Regulations

Since the terrorist attacks of September 11, 2001 in the United States, there have been a variety of initiatives intended to enhance vessel security such as the U.S. Maritime Transportation Security Act of 2002, or MTSA. To implement certain portions of the MTSA, the USCG issued regulations requiring the implementation of certain security requirements aboard vessels operating in waters subject to the jurisdiction of the United States and at certain ports and facilities, some of which are regulated by the EPA.

Similarly, Chapter XI-2 of the SOLAS Convention imposes detailed security obligations on vessels and port authorities and mandates compliance with the International Ship and Port Facilities Security Code, or the ISPS Code. The ISPS Code is designed to enhance the security of ports and ships against terrorism. To trade internationally, a vessel must attain an International Ship Security Certificate, or ISSC, from a recognized security organization approved by the vessel's flag state. Ships operating without a valid certificate may be detained, expelled from, or refused entry at port until they obtain an ISSC. The various requirements, some of which are found in the SOLAS Convention, include, for example, on-board installation of automatic identification systems to provide a means for the automatic transmission of safety-related information from among similarly equipped ships and shore stations, including information on a ship's identity, position, course, speed and navigational status; on-board installation of ship security alert systems, which do not sound on the vessel but only alert the authorities on shore; the development of vessel security plans; ship identification number to be permanently marked on a vessel's hull; a continuous synopsis record kept onboard showing a vessel's history including the name of the ship, the state whose flag the ship is entitled to fly, the date on which the ship was registered with that state, the ship's identification number, the port at which the ship is registered and the name of the registered owner(s) and their registered address; and compliance with flag state security certification requirements.

The USCG regulations, intended to align with international maritime security standards, exempt non-U.S. vessels from MTSA vessel security measures, provided such vessels have on board a valid ISSC that attests to the vessel's compliance with the SOLAS Convention security requirements and the ISPS Code. Future security measures could have a significant negative financial impact on us. We intend to comply with the various security measures addressed by MTSA, the SOLAS Convention and the ISPS Code.

The cost of vessel security measures has also been affected by the escalation in the frequency of acts of piracy against ships, notably off the coast of Somalia, including the Gulf of Aden and Arabian Sea area. Substantial loss of revenue and other costs may be incurred as a result of detention of a vessel or additional security measures, and the risk of uninsured losses could significantly and negatively affect our business. Costs may be incurred in taking additional security measures in accordance with Best Management Practices to Deter Piracy, notably those contained in the BMP5 industry standard.

Inspection by Classification Societies

The hull and machinery of every commercial vessel must be classed by a classification society authorized by its country of registry. The classification society certifies that a vessel is safe and seaworthy in accordance with the applicable rules and regulations of the country of registry of the vessel and SOLAS. Most insurance underwriters make it a condition for insurance coverage and lending that a vessel be certified “in class” by a classification society which is a member of the International Association of Classification Societies, the IACS. The IACS has adopted harmonized Common Structural Rules, or the Rules, which apply to oil tankers and bulk carriers constructed on or after July 1, 2015. The Rules attempt to create a level of consistency between IACS Societies. All of our vessels are certified as being “in class” by all the applicable Classification Societies (e.g., American Bureau of Shipping, DNV, Lloyd's Register of Shipping, Bureau Veritas).

A vessel must undergo annual surveys, intermediate surveys, dry-dockings and special surveys. In lieu of a special survey, a vessel's machinery may be on a continuous survey cycle, under which the machinery would be surveyed periodically over a five-year period. Every vessel is also required to be drydocked every 30 to 36 months for inspection of the underwater parts of the vessel. If any vessel does not maintain its class and/or fails any annual survey, intermediate survey, drydocking or special survey, the vessel will be unable to carry cargo between ports and will be unemployable and uninsurable which could cause us to be in violation of certain covenants in our loan agreements. Any such inability to carry cargo or be employed, or any such violation of covenants, could have a material adverse impact on our financial condition and results of operations.

Risk of Loss and Liability Insurance

General

The operation of any cargo vessel includes risks such as mechanical failure, physical damage, collision, property loss, cargo loss or damage and business interruption due to political circumstances in foreign countries, piracy incidents, hostilities and labor strikes. In addition, there is always an inherent possibility of marine disaster, including oil spills and other environmental mishaps, and the liabilities arising from owning and operating vessels in international trade. OPA, which imposes virtually unlimited liability upon shipowners, operators and bareboat charterers of any vessel trading in the exclusive economic zone of the United States for certain oil pollution accidents in the United States, has made liability insurance more expensive for shipowners and operators trading in the United States market. We carry insurance coverage as customary in the shipping industry. However, not all risks can be insured, specific claims may be rejected and we might not be always able to obtain adequate insurance coverage at reasonable rates.

Hull & Machinery and War Risks Insurances

We maintain marine hull and machinery and war risks insurances, which include the risk of actual or constructive total loss, for all of our vessels. Each of our vessels is covered up to at least its fair market value with deductibles of $150,000 per vessel per incident. We also maintain increased value coverage for our vessels. Under this increased value coverage, in the event of total loss of a vessel, we will be able to recover the sum insured under the increased value policy in addition to the sum insured under the hull and machinery policy. Increased value insurance also covers excess liabilities which are not recoverable under our hull and machinery policy by reason of under insurance.

Protection and Indemnity Insurance

Protection and indemnity insurance, provided by mutual protection and indemnity associations, or P&I Associations, covers our third-party liabilities in connection with our shipping activities. This includes related expenses of injury, illness or death of crew, passengers and other third parties, loss or damage to cargo, claims arising from collisions with other vessels, damage to other third-party property such as fixed and floating objects, pollution arising from oil or other substances, salvage, towing and other related costs, including wreck removal. Protection and indemnity insurance is a form of mutual indemnity insurance, extended by protection and indemnity mutual associations, or “clubs.”

Our coverage limit is as per the International Group’s rules, where there are standard sub-limits for oil pollution at $1 billion, passenger liability at $2 billion and seamen liabilities at $3 billion. The 12 P&I Associations that comprise the International Group insure approximately 90% of the world's commercial tonnage and have entered into a pooling agreement to reinsure each association's liabilities in excess of each association’s own retention of $10.0 million up to, currently, approximately $8 billion. As a member of P&I Associations, which are a member of the International Group, we are subject to calls payable to the associations based on our claim records as well as the claim records of all other members of the individual associations and members of the shipping pool of P&I Associations comprising the International Group.

Permits and Authorizations

We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels. The kinds of permits, licenses and certificates required depend upon several factors, including the commodity transported, the waters in which the vessel operates, the nationality of the vessel's crew and the age of a vessel. We believe that we have obtained all permits, licenses and certificates currently required to permit our vessels to operate as planned. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase the cost of us doing business in the future.

C.	Organizational Structure

Seanergy Maritime Holdings Corp. is the ultimate parent company of the following wholly owned subsidiaries, either directly or indirectly, as of the date of this annual report:

Subsidiary	Jurisdiction of Incorporation
Seanergy Management Corp.	Republic of the Marshall Islands
Seanergy Shipmanagement Corp.	Republic of the Marshall Islands
Leader Shipping Co.	Republic of the Marshall Islands
Honor Shipping Co.	Republic of the Marshall Islands
Sea Genius Shipping Co.	Republic of the Marshall Islands
Traders Shipping Co.	Republic of the Marshall Islands
Gladiator Shipping Co.	Republic of the Marshall Islands
Premier Marine Co.	Republic of the Marshall Islands
Emperor Holding Ltd.	Republic of the Marshall Islands
Champion Marine Co.	Republic of the Marshall Islands
Fellow Shipping Co.	Republic of the Marshall Islands
Patriot Shipping Co.	Republic of the Marshall Islands
Flag Marine Co.	Republic of the Marshall Islands
World Shipping Co.	Republic of the Marshall Islands
Partner Marine Co.	Republic of the Marshall Islands
Duke Shipping Co.	Republic of the Marshall Islands
Squire Ocean Navigation Co.	Republic of Liberia
Lord Ocean Navigation Co.	Republic of Liberia
Knight Ocean Navigation Co.	Republic of Liberia
Good Ocean Navigation Co.	Republic of Liberia
Hellas Ocean Navigation Co.	Republic of Liberia
Friend Ocean Navigation Co.	Republic of Liberia
Paros Ocean Navigation Co.	Republic of Liberia
Partner Shipping Co. Limited	Malta
Pembroke Chartering Services Limited	Malta
Martinique International Corp.	British Virgin Islands
Harbour Business International Corp.	British Virgin Islands
Maritime Capital Shipping Limited	Bermuda
D.	Property, Plants and Equipment
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We do not own any real estate property. We maintain our principal executive offices at Glyfada, Greece. Other than our vessels, we do not have any material property. See “Item 4.B. Business Overview - Our Current Fleet” and “Item 5. Operating and Financial Review and Prospects — B. Liquidity and Capital Resources – Loan Arrangements.”

ITEM 4A.	UNRESOLVED STAFF COMMENTS

None.

ITEM 5.	OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion of the results of our operations and our financial condition should be read in conjunction with the financial statements and the notes to those statements included in “Item 18. Financial Statements.” This discussion contains forward-looking statements that involve risks, uncertainties, and assumptions. Actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth in “Item 3. Key Information–D. Risk Factors.”

A.	Operating Results

Principal Factors Affecting Our Business

The principal factors that affect our financial position, results of operations and cash flows include the following:

•	number of vessels owned and operated;
•	voyage charter rates;
---	---

•	time charter trip rates;
•	period time charter rates;
---	---
•	the nature and duration of our voyage charters;
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•	vessels repositioning;
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•	vessel operating expenses and direct voyage costs;
---	---
•	maintenance and upgrade work;
---	---
•	the age, condition and specifications of our vessels;
---	---
•	issuance of our common shares and other securities;
---	---
•	amount of debt obligations; and
---	---
•	financing costs related to debt obligations.
---	---

We are also affected by the types of charters we enter into. Vessels operating on fixed rate period time charters and bareboat time charters provide more predictable cash flows, but can yield lower profit margins than vessels operating in the spot charter market, either on trip time charters or voyage charters, during periods characterized by favorable market conditions.

Vessels operating in the spot charter or index-linked time charter markets generate revenues that are less predictable, but can yield increased profit margins during periods of improvements in dry bulk rates. Spot charters also expose vessel owners to the risk of declining dry bulk rates and rising fuel costs in case of voyage charters. As of the date of this report, all of the Company’s fleet is time chartered on long-term employment arrangements. Out of the sixteen long-term employment agreements in place, three were agreed during 2022 and the remaining eight between 2018 and 2021.

Critical Accounting Policies

Critical accounting policies are those that are both most important to the portrayal of the company's financial condition and results, and require management's most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. We have described in Item 5. Operating and Financial Review and Prospects – E. Critical Accounting Estimates our critical accounting policies, because they potentially result in material different results under different assumptions and conditions. For a description of all our significant accounting policies, see Note 2 to our annual audited financial statements included in this annual report.

Results of Operations

Year ended December 31, 2022 as compared to year ended December 31, 2021

(In thousands of U.S. Dollars, except for share and per share data)	Year ended December<br><br> <br>31,						Change
	2022			2021			Amount			%
Revenues:
Vessel revenue, net		122,629			153,108			(30,479	)		(20	)%
Fees from related parties		2,391			-			2,391			-
Revenue, net		125,020			153,108			(28,088	)		(18	)%
Expenses:
Voyage expenses		(4,293	)		(16,469	)		12,176			(74	)%
Vessel operating expenses		(43,550	)		(36,332	)		(7,218	)		20	%
Management fees		(1,368	)		(1,435	)		67			(5	)%
General and administration expenses		(17,412	)		(13,739	)		(3,673	)		27	%
Depreciation and amortization		(28,297	)		(19,944	)		(8,353	)		42	%
Gain on sale of vessel, net		-			697			(697	)		(100	)%
(Loss) / gain on forward freight agreements, net		(417	)		24			(441	)		(1,838	)%
Operating income		29,683			65,910			(36,227	)		(55	)%
Other income / (expenses), net:
Interest and finance costs		(15,332	)		(17,779	)		2,447			(14	)%
Loss on extinguishment of debt		(1,291	)		(6,863	)		5,572			(81	)%
Gain on spin-off of United Maritime Corporation		2,800			-			2,800			-
Other, net		1,351			80			1,271			1,589	%
Total other expenses, net:		(12,472	)		(24,562	)		12,090			(49	)%
Net income before income taxes		17,211			41,348			(24,137	)		(58	)%
Income taxes		28			-			28			-
Net income		17,239			41,348			(24,109	)		(58	)%
Net income per common share
Basic		0.97			2.70
Diluted		0.96			2.50
Weighted average number of common shares outstanding
Basic		17,493,033			15,332,191
Diluted		17,684,048			19,133,753

Vessel Revenue, Net – The decrease was attributable to the decrease in prevailing charter rates and was partially offset by an increase in operating days. We had 5,905 operating days in 2022, as compared to 4,987 operating days in 2021. We acquired two vessels within 2022 and contributed one of our vessels to United Maritime Corporation as part of the spin-off at the beginning of the third quarter of 2022. The operating days in 2022 were affected by 314 off-hire and repair days compared to 153 days during 2021. The TCE rate decreased by 27% in 2022 to $20,040, as compared to $27,399 in 2021. Please see the reconciliation below of TCE rate to net revenues from vessels, the most directly comparable U.S. GAAP measure.

Fees from Related Parties – The fiscal year 2022 amount relates to $0.6 million of fees regarding the commercial and technical

        management services provided from Seanergy to United Maritime Corporation and $1.8 million of fees regarding Seanergy’s 1% commission on the contract price of the tankers bought and sold by Seanergy on United’s behalf.

Voyage Expenses – The decrease was primarily attributable to the fact (i) that all of the company’s vessels were chartered under time

        charter arrangements in 2022, whereas in 2021, 18% of revenues were from voyage charters for which the Company pays the voyage expenses and \(ii\) of the decrease in brokerage commissions, consistent with the decrease in total vessel revenues.

Vessel Operating Expenses - The increase was primarily attributable to an increase in ownership days due to the acquisition of two vessels in 2022, the full year effect of the seven vessels acquired between May 2021 through November 2021 and an increase of approximately ten percent in the daily vessel operating expenses compared to 2021 (see table further below). Additionally, crew expenses and spares forwarding costs increased due to inflationary pressures prevail in the market. We had 6,219 ownership days in 2022 as compared to 5,140 ownership days in 2021.

Management Fees - The decrease was attributable to the increase in the number of vessels under in-house management by Seanergy

        Shipmanagement and Seanergy Management in 2022 compared to 2021.

General and Administration Expenses – The increase is mainly attributable to an increase in staff costs, as the total number of support

        staff at the end of 2022 were 70 compared to 47 at the end of 2021. Non-cash stock-based compensation amounted to $7.0 million in 2022 compared to $4.9 million in 2021.

Depreciation and Amortization – For the year ended December 31, 2022, depreciation and amortization expense increased to $28.3 million from $19.9 million in 2021 due to the increase in the average number of vessels from 14 to 17.

Loss on forward freight agreements – The loss in the year ended December 31, 2022, is attributable to the net realized losses of our

        positions on the forward freight agreements entered within the year.

Interest and Finance Costs – This decrease is primarily attributable to a decrease of certain debt discounts amortization costs of our

        convertibles notes following the adoption of a new accounting policy as of January 1, 2022 \(please refer to the notes of our consolidated financial statements included in this filing for more details\). In particular, the amortization of a
        beneficial conversion feature of our notes was $NIL in 2022 compared to $2.9 million in 2021. This was partially offset by an increase of the weighted average interest rate on outstanding debt and convertible notes from 4.81% for 2021 to 5.01%
        for 2022 due to the sharp increase in US interest rates affecting both LIBOR and SOFR rates used as reference rates on the majority of our debt facilities.

Loss on extinguishment of debt – The loss in the year ended December 31, 2022, is attributable to the write-off of unamortized deferred

        finance costs and debt discounts upon the settlement of certain borrowing facilities, as follows: $1.1 million related to the prepayment of second JDH Note, $0.1 million related to the February 2019 ATB Loan Facility. The loss in the year ended December 31, 2021, is attributable to the write-off of unamortized deferred finance costs and debt discounts upon the settlement of certain borrowing facilities, as follows: $0.4 million related
        to the Geniuship tranche of the July 2020 Entrust Loan Facility, $0.1 million related to the First JDH Loan, $0.1 million related to the Fourth JDH Loan and $6.2 million related to the Third JDH Note.

Gain on spin-off of United Maritime Corporation – The gain in the year ended December 31, 2022, represents the difference between

        the fair value of assets contributed from Seanergy to United and their carrying value.

Other, net – Other, net for the year ended December 31, 2022, related to $0.5 million dividends received in relation to Series C

        preferred shares, $0.5 million in insurance credits and $0.4 million of interest income from our short-term time deposits.

Please see Item 5.A of our Form 20-F filed with the SEC on March 31, 2022, for a discussion of the year-to-year comparison between 2021 and 2020.

B.	Liquidity and Capital Resources

Our principal source of funds has been our operating cash inflows, long-term borrowings from banks, and equity provided by the capital markets and JDH. Our principal use of funds has primarily been capital expenditures to establish our fleet, maintain the quality of our dry bulk vessels, comply with international shipping standards and environmental laws and regulations, fund working capital requirements, and make principal repayments and interest payments on our outstanding debt obligations.

Our funding and treasury activities are conducted in accordance with corporate policies to maximize investment returns while maintaining appropriate liquidity for both our short- and long-term needs. This includes arranging borrowing facilities on a cost-effective basis. Cash and cash equivalents are held primarily in U.S. dollars, with minimal amounts held in Euros.

As of December 31, 2022, we had cash and cash equivalents of $26 million, as compared to $41.5 million as of December 31, 2021.

Working capital is equal to current assets minus current liabilities, including the current portion of long-term debt. At December 31, 2022, we had a working capital deficit of $33.6 million, which includes liabilities amounting to $12.7 million relating to cash deposit received from United for sale of vessels and an amount of $2.2 million relating to pre-collected revenue. Those amounts represent current liabilities that do not require future cash settlement. At December 31, 2021, we had a working capital deficit of $40.9 million, which includes liabilities amounting to $7.7 million relating to pre-collected revenue. The deficit is primarily due to the outstanding loan balance of $13.1 million under the ABB Loan Facility. The facility was fully repaid in two installments on February 9, 2023 and February 24, 2023 following the sale of the M/V Goodship and the M/V Tradership. For the year ended December 31, 2022, the Company realized a net income of $17,239 and generated cash flow from operations of $37,286.

As of December 31, 2022, we had outstanding gross borrowings of $259.9 million (including long-term debt and other financial liabilities and convertible note) as compared to $239.7 million as of December 31, 2021.

As of March 15, 2023, we had outstanding borrowings of $237.2 million (including long-term debt and other financial liabilities and convertible note). Our primary known and estimated liquidity needs for 2023 include obligations related to scheduled principal payments of outstanding borrowings and respective interest expenses payments and estimated drydocking expenditures. Our cash flow projections indicate that cash on hand and cash to be provided by operating activities will be sufficient to cover the liquidity needs that become due in the twelve-month period ending one year after the financial statements' issuance. Additional information on our annual scheduled obligations under our long-term debt and other financial liabilities are described in “Loan Arrangements” below and in Note 7 (“Long-Term Debt and Other Financial Liabilities”) and Note 8 (“Convertible Notes”) of our consolidated financial statements included in Item 18 of this Annual Report. Generally, we expect that, in addition to the cash generated from our operations, our long-term funding sources will include bank borrowings, lease financings and the issuance of debt and equity securities.

Cash Flows

(In thousands of US Dollars)	Year ended December 31,
	2022			2021			2020
Cash Flow Data:
Net cash provided by / (used in) operating activities		37,286			80,760			(9,735	)
Net cash used in investing activities		(56,263	)		(184,620	)		(21,864	)
Net cash provided by financing activities		5,828			127,435			39,096

Year ended December 31, 2022, as compared to year ended December 31, 2021

Operating Activities: Net cash provided by operating activities in 2022 consisted of net income after non-cash items of $54.1 million

        and the decrease in working capital of $16.8 million. The major drivers of the change of net cash provided by operating activities are the decrease related to Vessel revenues, net by $30.5 million in 2022 compared to 2021 and the increase
        related to the operating expenses by $7.2 million in 2022 compared to 2021. This was partly offset by the decrease related to interest expense of $2.4 in 2022 compared to 2021 and the increase from fees from related parties of $2.4 million in
        2022 compared to 2021. The working capital decrease was mainly driven by the increase in dry dockings during 2022 compared to 2021. Net cash provided by operating activities in 2021 consisted of net income after non-cash items of $79.8 million,
        an adjustment of $0.7 million from gain on the sale of a vessel plus an increase in working capital of $1.7 million.

Investing Activities: The 2022 cash outflow resulted from $70.3 million for the purchase of two vessels and payments for vessels improvements, $10 million investment in Series C preferred shares and $0.1 million for the purchase of other fixed assets. The 2022 cash outflow was offset by $12.7 million advances received in respect with the subsequent sale of two vessels, $10.0 million proceeds from the redemption of the Series C preferred shares and $1.5 million inflow from term deposits. The 2021 cash outflow resulted from $197.2 million for the purchase of seven vessels, which was offset by $12.6 million from the proceeds from the sale of one vessel.

Financing Activities: The 2022 cash inflow resulted mainly from $124.8 million from proceeds of secured long-term debt. The 2022 cash

        inflow was offset by debt repayments of $89.7 million, $10.0 million repayments of convertible notes, $17.9 million of dividend payments and $1.4 million financing and stock issuance fees payments. The 2021 cash inflow resulted mainly from:
        proceeds from issuance of common stock and warrants, net of underwriters' fees and commissions, of $98.3 million, proceeds of $180.3 million from secured long-term debt and proceeds of $0.3 million obtained the issuance of preferred stock. The
        2021 cash inflow was offset by total debt repayments of $132.1 million, $14.0 million repayments of convertible notes, $1.7 million for common stock repurchases, $1 million for warrants repurchases and $2.7 million financing and stock issuance
        fees payments.

Please see Item 5.A of our Form 20-F filed with the SEC on March 31, 2022 for a discussion of the year-to-year comparison between 2021 and 2020.

Loan Arrangements

Senior Facilities

New Financing Activities during the year ended December 31, 2022

June 2022 Alpha Bank Loan Facility

On June 21, 2022, we entered into a facility agreement with Alpha Bank S.A. (“Alpha Bank”) for a $21.0 million term loan secured by the M/V Dukeship. The loan facility bears interest of SOFR plus a margin of 2.95% and is repayable through four quarterly installments of $1.0 million followed by twelve quarterly installments of $0.5 million and a final balloon of $11.0 million payable together with the sixteenth installment in June 2026. The June 2022 Alpha Bank Loan Facility is cross collateralized with the August 2021 Alpha Bank Loan Facility. The Company is required to ensure that the security requirement ratio (as defined therein) shall not be less than 125% and the borrower is required to maintain minimum liquidity of $0.5 million in its operating account. As of December 31, 2022, $19.0 million was outstanding under the facility.

June 2022 Piraeus Bank Loan Facility

On June 22, 2022, the Company entered into a facility agreement with Piraeus Bank S.A. for a $38.0 million sustainability-linked term loan. The purpose of the loan was to partly finance the acquisition cost of the M/V Honorship (as discussed below), while also refinancing the November 2021 Piraeus Bank Loan Facility, which was secured by the M/V Worldship. The facility bears interest at LIBOR plus a margin of 3.00% and is repayable through four quarterly installments of $2.0 million, two quarterly installments of $1.5 million, followed by fourteen quarterly installments of $0.8 million and a final balloon of $16.5 million payable together with the final installment in June 2027. The margin is subject to a sustainability pricing adjustment whereby it may be decreased by up to 0.10% upon meeting certain emission reduction targets during the term of the facility. The Company is required to maintain a corporate leverage ratio (as defined therein) that will not exceed 85% and a security cover ratio (as defined therein) of not less than 125% until December 24, 2023 and 130% thereafter until the maturity of the loan. The borrowers are required to maintain an aggregate minimum liquidity of $2.0 million in their operating accounts. As of December 31, 2022, $34.0 million was outstanding under the facility.

October 2022 Danish Ship Finance Loan Facility

On October 10, 2022, we entered into a $28.0 million loan facility with Danish Ship Finance A/S to refinance the existing UniCredit Bank Loan Facility secured by the M/Vs Premiership and Fellowship. The facility is divided in two equal tranches, has a term of five years, while the interest rate is 2.5% plus SOFR per annum. The repayment schedule of each tranche comprises six quarterly installments of $0.8 million followed by fourteen quarterly installments of $0.5 million and a final balloon of $2.1 million payable together with the twentieth installment in October 2027. Pursuant to the terms of the facility, the Company is required to maintain a security cover higher than 133%, at any time the corporate leverage ratio (as defined therein) is equal to or less than 65%. If the corporate leverage ratio is higher than 65%, the Company is required to maintain a security cover ratio (as defined therein) higher than 143%. The Company is required to maintain a leverage ratio (as defined therein), that will not be higher than 85% until June 29, 2023 and 70% thereafter until the maturity of the loan. Each borrower is required to maintain minimum liquidity of $0.65 million in its retention account. As of December 31, 2022, $28.0 million was outstanding under the facility.

December 2022 Alpha Bank Loan Facility

On December 15, 2022, the Company entered into a facility agreement with Alpha Bank S.A. for a $16.5 million term loan for the purpose of partly financing the acquisition cost of the M/V Paroship. The interest rate of the facility is equal to term SOFR, for periods of 1, 3 months or any other available period subject to agreement between the parties of the agreement, plus a margin of 2.90%. The term of the loan facility is four years. The repayment schedule comprises four quarterly installments of $0.5 million followed by twelve quarterly installments of $0.4 million and a final balloon of $9.6 million payable together with the sixteenth installment in December 2026. In addition, the Company is required to maintain a security requirement (as defined therein) of not less than 125%, while the borrower is required to maintain minimum liquidity of $0.5 million in its operating account. As of December 31, 2022, $16.5 million was outstanding under the facility.

Loan Facilities amended during the year ended December 31, 2022

August 2021 Alpha Bank Loan Facility

On August 9, 2021, we entered into a $44.1 million secured loan facility with Alpha Bank S.A. for (i) refinancing of the May 2021 Alpha Bank Loan Facility and (ii) financing of the previously unencumbered M/V Friendship, effectively replacing the M/V Leadership with the M/V Friendship in the security structure and increasing the loan amount. The August 2021 Alpha Bank Loan Facility is divided in two tranches, which were fully drawn on August 11, 2021, the first tranche of $31.1 million was used to partly refinance the outstanding indebtedness over the M/Vs Squireship and Lordship and the second tranche of $13.0 million was used to partly finance the acquisition cost of the M/V Friendship. The first tranche bears interest at LIBOR plus a margin of 3.5% and is repayable by four quarterly installments of $1.3 million each, followed by four quarterly installments of $1.0 million each, followed by eight quarterly installments of $0.9 million each and a final balloon of $15.0 million payable together with the final installment. The second tranche bears interest at LIBOR plus a margin of 3.25% and is repayable by installment four quarterly installments $0.7 million each, followed by twelve quarterly installments of $0.4 million each and a final balloon payment of $5.7 million payable together with the final installment due on August 11, 2025. Each of the borrowers owning the MVs Squireship and Lordship are required to maintain average quarterly minimum free liquidity of $0.5 million, whereas the borrower owning the M/V Friendship is required to maintain $0.5 million at all times. In addition, the borrowers shall ensure that the market value of the vessels plus any additional security shall not be less than 125% of the total facility outstanding. On June 30, 2022, the Company entered into a supplemental agreement to the facility pursuant to which, the August 2021 Alpha Bank Loan Facility was cross collateralized with the June 2022 Alpha Bank Loan Facility. As of December 31, 2022, $33.9 million was outstanding under the facility.

Pre - Existing Loan Facilities

ABB Loan Facility

On April 22, 2021, we entered into a $15.5 million secured loan facility with Aegean Baltic Bank, or ABB. The loan was divided in two tranches of $7.5 million (“Tranche A”) and $8.0 million (“Tranche B”) to partly finance the acquisition cost of the M/V Goodship and M/V Tradership, respectively. Each tranche bears interest at LIBOR plus a margin 4.0% and was repayable in eighteen consecutive quarterly installments of $0.2 million each, commencing three months after the drawdown of each tranche, with a final balloon payment of $3.9 million due in October 2025, for Tranche A and $4.4 million due in December 2025, for Tranche B. The Company was required to maintain a corporate leverage ratio, as defined in the loan agreement, that would not be higher than 85% until the maturity. Each borrower was required to maintain minimum liquidity of $0.3 million in its earnings account. In addition, the borrowers would ensure that the market value of the vessels plus any additional security would not be less than 130% of the total facility outstanding. As of December 31, 2022, $13.1 million was outstanding under the facility. The facility was fully repaid in two installments on February 9, 2023 and February 24, 2023 following the sale of the M/V Goodship and the M/V Tradership.

Sinopac Loan Facility

On December 20, 2021, we entered into a $15.0 million secured loan facility with Sinopac Capital International (HK) Limited for the purpose of refinancing the outstanding indebtedness of the M/V Geniuship. The facility bears interest at LIBOR plus a margin of 3.5% and is repayable by four quarterly installments of $0.5 million, followed by sixteen quarterly installments of $0.4 million and a balloon installment of $6.7 million payable together with the final installment in December 2026. In addition, the borrower shall ensure that the market value of the vessel plus any additional security shall not be less than 130% of the total facility outstanding. As of December 31, 2022, $12.9 million was outstanding under the facility.

The borrowers under the loan facilities discussed above are the applicable vessel owning subsidiaries, while the Company has provided corporate guarantees in relation to performance of their obligations therein. These loan facilities are secured by mortgages, general assignments covering the respective vessels’ earnings, charter parties, insurances and requisition compensation; account pledge agreements covering the vessels’ earnings accounts; technical and commercial managers’ undertakings and pledge agreements covering the shares of the applicable vessel-owning subsidiaries Certain of these loan facilities are additionally secured by specific charterparty assignments, usually for charterparties exceeding twelve months in duration, second priority mortgages and general assignments and hedging assignment agreements.

Loan Facilities repaid during the years ended December 31, 2020, December 31, 2021 and December 31, 2022

UniCredit Bank Loan Facility

On September 11, 2015, we entered into a $52.7 million secured loan facility with UniCredit Bank AG to partly finance the acquisition of the M/Vs Premiership, Gladiatorship and Guardianship. On November 22, 2018, we entered into an amendment and restatement of the UniCredit Bank Loan Facility, following the sale of the M/Vs Gladiatorship and the Guardianship and the financing of the M/V Fellowship as replacement collateral. Following the supplemental agreement entered into on February 8, 2021, the facility had an expiry date in December 2022 and amortized through six consecutive quarterly repayments of $1.2 million each, followed by a balloon installment of $22.4 million on the maturity date. The applicable interest rate was LIBOR plus a margin of 3.5% per annum. On October 10, 2022, the facility was refinanced in full by the October 2022 Danish Ship Finance Loan Facility.

November 2021 Piraeus Bank Loan Facility

On November 12, 2021 we entered into a $16.9 million secured loan facility with Piraeus Bank S.A. for the purpose of partially financing the acquisition of the M/V Worldship. The facility bore interest at LIBOR plus a margin of 3.05% and was repayable in four quarterly installments of $1.0 million, followed by two quarterly installments of $0.8 million, followed by fourteen quarterly installments of $0.4 million each and a balloon installment of $6.1 million due in November 2026. The margin of the Piraeus Bank Loan Facility was also subject to a sustainability pricing adjustment, whereby it would be decreased to 2.95% if the M/V Worldship met certain emission reduction targets during the term of the facility. On June 22, 2022, the facility was refinanced in full by the June 2022 Piraeus Bank Loan Facility.

February 2019 ATB Loan Facility

On February 13, 2019, we entered into a $20.9 million secured loan facility with Amsterdam Trade Bank NV, or ATB, in order (i) to refinance the existing indebtedness over the M/V Partnership under a previous loan facility provided by the same lender and (ii) for general working capital purposes, and more specifically, for the financing of installation of open loop scrubber systems on the M/Vs Squireship and Premiership. The facility, as amended and/or supplemented from time to time, bore interest of LIBOR plus a margin of 4.65% and was divided in Tranche A relating to the refinancing of the M/V Partnership and Tranches B and C for the working capital purposes discussed above, respectively. Tranche A was repayable in sixteen consecutive quarterly installments of $0.2 million each and a balloon payment of $13.2 million in November 2022. Tranche B and C were repayable in twelve consecutive quarterly installments of $0.2 million each with the last one falling due in August 2022. On February 28, 2022, the outstanding amount of $15.1 million was repaid in full.

May 2021 Alpha Bank Loan Facility

On May 20, 2021, we entered into a $37.5 million secured loan facility with Alpha Bank S.A. for the purpose of (i) refinancing the outstanding indebtedness of the M/Vs Leadership and Squireship and (ii) partly finance the previously unencumbered M/V Lordship. The facility bore interest at LIBOR plus a margin of 3.5%. and was repayable in sixteen consecutive quarterly installments, the first four installments being $1.5 million each, the next four installments being $1.3 million each and the next eight quarterly installments being $0.9 million each, with an interim balloon payment of $4.5 million concurrently with the eighth installment and a final balloon payment of $15.0 million due in May 2025. On August 11, 2021, the facility was refinanced in full by the August 2021 Alpha Bank Facility.

Leader Alpha Bank Loan Facility

On March 6, 2015, we entered into a $8.8 million secured loan facility with Alpha Bank S.A. to partly finance the acquisition of the M/V Leadership. The facility, as amended and/or supplemented from time to time, was expiring on December 31, 2022, with repayments of $0.3 million per quarter followed by a balloon installment of $2.3 million on the maturity date. The interest rate of the facility was equal to LIBOR plus a margin of 3.75%. On May 20, 2021, the facility was refinanced in full by the May 2021 Alpha Bank Loan Facility.

Squire Alpha Bank Loan Facility

On November 4, 2015, we entered into a $33.8 million secured loan facility with Alpha Bank S.A. to partly finance the acquisition of the M/V Squireship. The facility, as amended and/or supplemented from time to time, was expiring on December 31, 2022, with quarterly repayments followed by a balloon installment of $15.0 million on the maturity date. The interest rate of the facility was equal to LIBOR plus a margin of 3.50%. On May 20, 2021, the facility was refinanced in full by the May 2021 Alpha Bank Loan Facility.

Entrust Loan Facility

On June 11, 2018, we entered into a $24.5 million secured loan agreement with certain Blue Ocean maritime lending funds managed by EnTrustPermal, in relation to the M/V Lordship. The facility was expiring on June 13, 2023, or on June 13, 2025, subject to certain conditions, with a balloon installment of $15.3 million or $9.5 million due at each respective maturity. The weighted average all-in interest rate was equal to 11.4%. On March 5, 2021, the outstanding balance of $21.6 million of the Entrust Loan Facility was prepaid in full.

July 2020 Entrust Facility

On July 15, 2020, we entered into a $22.5 million secured loan facility with Lucid Agency Services Limited and Lucid Trustee Services Limited as facility agent and security agent, respectively, and certain nominees of EnTrust Global as lenders, for the purpose of partly refinancing the settlement amount of $23.5 million under a previous loan facility with Hamburg Commercial Bank. The July 2020 Entrust Facility was made available in two tranches: the first tranche of $6.5 million was used to partly refinance the outstanding indebtedness over the M/V Gloriuship and the second tranche of $16.0 million was used to partly refinance the outstanding indebtedness over the M/V Geniuship. On December 20, 2021, the second tranche was refinanced by the Sinopac Loan Facility. On July 28, 2022, after the Spin-Off and the resultant transfer of the M/V Gloriuship to United, we were replaced by United as guarantor under the facility.

Subordinated & Other Loan Facilities

First JDH Loan Facility

On October 4, 2016, we entered into a $4.2 million loan facility with JDH to finance the initial deposits for the M/Vs Lordship and Knightship. The facility was amended and supplemented on several occasions and along with the other facilities and convertible notes between the Company and JDH, was subject to comprehensive amendments that became effective on December 31, 2020 and the key applicable terms are described below. Following the amendments, the applicable interest rate was amended to a fixed rate of 5.5% per annum and the outstanding balance at that time was $5.9 million.

Through two separate payments made on February 11, 2021 and February 22, 2021, the outstanding balance of $5.9 million of the First JDH Loan Facility was prepaid in full and all securities created in favor of JDH were also irrevocably and unconditionally released pursuant to a deed of release.

Second JDH Loan Facility

On May 24, 2017, we entered into an up to $16.2 million loan facility with JDH to partially finance the acquisition of the Partnership.

        The facility was amended and supplemented on several occasions and along with the other facilities and convertible notes between the Company and JDH, was subject to comprehensive amendments that became effective on December 31, 2020 and the key
        applicable terms are described below.  Following the amendments and relevant prepayments, the applicable interest rate was amended to a fixed rate of 5.5% per annum and the outstanding balance at that time was $5.0 million.

On February 28, 2022, the outstanding balance of $1.9 million of the Second JDH Loan Facility was prepaid in full and all securities created in favor of JDH were also irrevocably and unconditionally released pursuant to a deed of release.

Fourth JDH Loan Facility

On March 26, 2019, we entered into a $7.0 million loan facility with JDH, the proceeds of which were utilized (i) to refinance the $2.0 million outstanding under the Third JDH Loan Facility and (ii) for general corporate purposes. The facility was amended and supplemented on various occasions and along with the other facilities and convertible notes between the Company and JDH, was subject to comprehensive amendments that became effective on December 31, 2020 and the key applicable terms are described below. Following the amendments, the applicable interest rate was amended to a fixed rate of 5.5% per annum and the outstanding balance at that time was $6.0 million. Through two separate payments made on February 11, 2021 and February 22, 2021, the outstanding balance of $6.0 million of the Fourth JDH Loan Facility was prepaid in full.

Other Financial Liabilities: Sale and Leaseback Transactions

New Sale and Leaseback Activities during the year ended December 31, 2022

Chugoku Sale and Leaseback

On February 25, 2022 the Company entered into a $21.3 million sale and leaseback agreement with Chugoku Bank, Ltd. (“Chugoku”) to refinance the loan facilities secured by the M/V Partnership. The Company sold and chartered back the vessel from Chugoku on a bareboat basis for an eight-year period starting from March 9, 2022. The financing’s applicable interest rate is SOFR plus 2.90% per annum. Following the second anniversary of the bareboat charter, the Company has continuous options to repurchase the vessel at predetermined prices as set forth in the agreement. At the end of the eight year bareboat period, the Company has the option to repurchase the vessel for $2.4 million, which the Company expects to exercise. The Company is required to maintain a minimum market value (as defined therein) of at least 120% of the charterhire principal. The charterhire principal amortizes in thirty-two consecutive quarterly installments averaging approximately $0.6 million along with a balloon payment of $2.4 million at the expiry of the bareboat charter. The charterhire principal, as of December 31, 2022, was $19.6 million.

Existing Sale and Leaseback Activities

Flagship Cargill Sale and Leaseback

On May 11, 2021, we entered into a $20.5 million sale and leaseback agreement with Cargill International SA (“Cargill”) to partly finance the acquisition of the M/V Flagship. The Company sold and chartered back the vessel from Cargill on a bareboat basis for a five-year period, having a purchase obligation at the end of the fifth year. The implied average applicable interest rate is equivalent to 2% per annum. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions. The Company has continuous options to buy back the vessel during the whole five-year sale and leaseback period at predetermined prices as set forth in the agreement and at the end of such period it has a purchase obligation at $10.0 million. Additionally, at the time of repurchase, if the market value of the vessel exceeds certain threshold prices, as set out in the agreement, the Company will pay to Cargill 15% of the difference between the market price and such threshold prices. The charterhire principal amortizes in sixty monthly installments averaging approximately $0.2 million each along with a balloon payment of $10.0 million at maturity in May 2026. The charterhire principal, as of December 31, 2022, was $17.3 million.

CMBFL Sale and Leaseback

On June 22, 2021, we entered into a $30.9 million sale and leaseback agreement with CMB Financial Leasing Co., Ltd. (“CMBFL”) to partly finance the acquisition of the M/Vs Hellasship and Patriotship. The Company sold and chartered back the vessels from two affiliates of CMBFL on a bareboat basis for a five-year period. The financings bear interest of LIBOR plus a margin of 3.5%. The Company is required to maintain a corporate leverage ratio (as defined therein), that will not be higher than 85% until the maturity. Each of bareboat charterers are required to maintain a value maintenance ratio (as defined therein) of at least 120% of the charterhire principal. The Company has continuous options to buy back the M/Vs Hellasship and Patriotship at any time following the second anniversary until the maturity of the bareboat charter at predetermined prices as defined in the agreement. The charterhire principal amortizes in twenty consecutive equal quarterly installments of $0.8 million along with a final balloon payment of $15.3 million payable together with the final installment due in June 2026. The charterhire principal, as of December 31, 2022, was $26.2 million.

Hanchen Sale and Leaseback

On June 28, 2018, we entered into a $26.5 million sale and leaseback agreement for the M/V Knightship with Hanchen Limited (“Hanchen”), an affiliate of AVIC International Leasing Co., Ltd. The Company’s sold and chartered back the vessel on a bareboat basis for an eight-year period, having a purchase obligation at the end of the eighth year. The charterhire principal bears interest at LIBOR plus a margin of 4%. The Company has continuous options to buy back the M/V Knightship at any time following the second anniversary of the bareboat charter. Of the $26.5 million purchase price, $18.6 million were cash proceeds, $6.6 million were withheld by Hanchen as an upfront charterhire, and an amount of $1.3 million was paid by the Charterer to Hanchen as security of the due observance and performance by the Charterer of its obligations and undertakings as per the sale and leaseback agreement, or the Charterer’s Deposit. The Charterer’s Deposit can be set off against the balloon payment at maturity. The Charterer is required to maintain a value maintenance ratio (as defined in the additional clauses of the bareboat charter) of at least 120% of the charterhire principal minus the amount of the Charterer’s Deposit. The Company has continuous options to buy back the M/V Knightship at any time following the second anniversary of the bareboat charter and a purchase obligation of $5.3 million at the end of the leaseback period. The charterhire principal amortizes through thirty-two consecutive equal quarterly installments of approximately $0.5 million along with a final balloon of $5.3 million payable together with the final installment due in June 2026. The charterhire principal, as of December 31, 2022, was $11.7 million. The sale and leaseback agreement is expected to be refinanced by the Evahline Sale and Leaseback. The completion of the refinance and the full repayment of the Hanchen Sale and Leaseback is expected by mid-April 2023, upon the delivery of the vessel to the new lessor.

Championship Cargill Sale and Leaseback

On November 7, 2018, we entered into a $23.5 million sale and leaseback agreement for the M/V Championship with Cargill. The Company sold and chartered back the vessel from Cargill on a bareboat basis for a five-year period, having a purchase obligation at the end of the fifth year. The implied average applicable interest rate is equivalent to 4.71% per annum. The Company is required to maintain an amount of $1.6 million from the $23.5 million proceeds as a performance guarantee, which amount of $1.6 million will be used at the vessel’s repurchase. Moreover, under the subject sale and leaseback agreement, an additional tranche was provided to the Company for an amount of up to $2.8 million for the purpose of financing the cost associated with the acquisition and installation on board the M/V Championship of an open loop scrubber system. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions. The Company has continuous options to buy back the vessel during the whole five-year sale and leaseback period at predetermined prices as set forth in the agreement at the end of which it has a purchase obligation at $14.1 million. Additionally, at the time of repurchase, if the market value of the vessel is greater than certain threshold prices (as set out in the agreement), the Company will pay to Cargill 20% of the difference between the market price and such threshold price. The charterhire principal amortizes in sixty monthly installments averaging approximately $0.2 million each along with a balloon payment of $14.1 million, including the additional scrubber tranche, at maturity in November 2023. At the time of repurchase, if the market value of the vessel exceeds certain threshold prices, as set forth in the agreement, the Company will pay to Cargill 20% of the difference between the market price and such threshold prices (the “Profit Share Amount”). Additionally, upon the repurchase of the vessel, the Company is obliged to pay an amount for the remaining period of the initial charterhire based on the Baltic Capesize Index FFA curve and a discount rate on the Baltic Capesize Index as per the sale and leaseback agreement (the “Washout Amount”). On November 15, 2022 the Company gave to Cargill a notice for the exercise of its purchase option on the vessel in April 2023. Pursuant to the exercise of the purchase option, the Company has agreed to pay upon the delivery of the vessel (which is expected to take place in the second quarter of 2023) (i) an amount of $0.8 million, accounting for the Profit Share Amount and (ii) an amount of $0.1 million for the Washout Amount. The charterhire principal, as of December 31, 2022, was $16.6 million including the additional scrubber tranche.

Certain of the Company’s sale and leaseback agreements discussed above are secured by a guarantee from the Company; general assignments covering the respective vessels’ earnings, insurances and requisition compensation; account pledge agreements; technical and commercial managers’ undertakings and pledge agreements covering the shares of the applicable bareboat charterer subsidiary.

New Sale and Leaseback Activities after the year ended December 31, 2022

Evahline Sale and Leaseback

On March 29, 2023, we entered into a $19.0 million sale and leaseback agreement with Evahline Inc. (“Evahline”) for the refinancing of the Hanchen Sale and Leaseback. The agreement is expected to become effective by mid-April 2023, upon the delivery of the M/V Knightship to the lessor. The Company will sell and charter back the vessel from Evahline on a bareboat basis for a six-year period. The

        financing’s applicable interest rate is 3-month term SOFR plus 2.80% per annum. Following the second anniversary of the bareboat charter, the Company has continuous options to repurchase the vessel at
          predetermined prices as set forth in the agreement. At the end of the six-year bareboat period, the Company has the option to repurchase the vessel at no additional cost, following the full
          amortization of the charterhire principal, which the Company expects to exercise. The Company is required to maintain a minimum value \(as defined therein\) of at least 120% of the charterhire principal. The charterhire principal
        amortizes in seventy-two consecutive monthly installments averaging approximately $0.3 million.

Convertible Notes

First JDH Note

On March 12, 2015, we issued a $4.0 million convertible note to JDH, or the First JDH Note. As amended, the applicable interest rate was at a fixed rate of 5.5% per annum and the outstanding balance at the time of the JDH Transactions (mentioned below) was $3.8 million. The First JDH Note was secured by a guarantee from the Company’s wholly owned subsidiary, Emperor Holding Ltd., or Emperor. On December 10, 2021, the First JDH Note was prepaid in full. In particular, following the exercise of JDH’s option, $3.6 million was repaid in October 2021 in common shares at a conversion price of $12.00 per share and $0.2 million was repaid in cash on December 10, 2021. The securities granted in favor of JDH were also irrevocably and unconditionally released.

Second JDH Note

On September 7, 2015, we issued an up to $6.8 million, revolving convertible note to JDH, or the Second JDH Note. As amended to date, the applicable interest rate was at a fixed rate of 5.5% per annum and the outstanding balance at the time of the JDH Transactions (mentioned below) was $21.2 million. Emperor has provided a guarantee, dated September 27, 2017, to JDH for the Company’s obligations under the Second JDH Note.

On January 26, 2022, March 10, 2022 and January 3, 2023, the Company made three voluntary cash prepayments of $5.0 million, $5.0 million and $8.0 million, respectively, reducing the outstanding amount of the Second JDH Note to $3.2 million.

We may by giving a five business days prior written notice to JDH at any time, prepay the whole or any part of the Second JDH Note in cash or, subject to JDH’s prior written agreement on the price per share, in a number of fully paid and nonassessable shares of the Company equal to the amount of the note being prepaid divided by the agreed price per share. At JDH’s option, our obligation to repay the principal amount(s) under the Second JDH Note or any part thereof may be paid in common shares at a conversion price of $12.00 per share. JDH also has received customary registration rights with respect to any shares to be received upon conversion of the Second JDH Note.

Third JDH Note

On September 27, 2017, we issued a $13.8 million convertible note to JDH, or the Third JDH Note. As amended, the applicable interest rate was at a fixed rate of 5.5% per annum

        and the outstanding balance at the time of the JDH Transactions \(mentioned below\) was $13.8 million. The Third JDH Note was secured by a second preferred mortgage and second priority general assignment covering earnings, insurances and
        requisition compensation over the Partnership and guarantees from Emperor and from the vessel-owning subsidiary of the Partnership. On December 10, 2021, the
        outstanding balance of $13.8 million of the Third JDH Note was prepaid in full in cash and all securities provided in favor of JDH were also irrevocably and unconditionally released.

JDH Transactions

Securities Purchase Agreement

On December 30, 2020, we entered into a securities purchase agreement (the “Securities Purchase Agreement”) with JDH which sets forth the terms of the amendments agreed for the First JDH Loan Facility, Second JDH Loan Facility, Fourth JDH Loan Facility (together, the “JDH Loan Facilities”), First JDH Note, Second JDH Note and Third JDH Note (together, the “JDH Notes”).

Pursuant to the Securities Purchase Agreement:

•	The Company prepaid $6.5 million of the principal amount of the Second JDH Loan Facility on December 31, 2020.
•	In exchange for the settlement of all accrued and unpaid interest under the JDH Loan Facilities and JDH Notes through December 31, 2020 in an aggregate amount of $4.3 million and an amendment fee of $1.2<br> million, the Company issued, on January 8, 2021, 798,691 units (“Units”) at a price of $7.0 per Unit, with each Unit consisting of one common share of the Company (or, at JDH’s option, one pre-funded warrant in lieu of such common<br> share) and ten warrants to purchase one common share at an exercise price of $7.0 per share.
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•	The Company granted JDH an option, exercisable only once until 45 days after the effectiveness of the resale registration statement described below, to purchase up to 428,571 additional Units at a price<br> of $7.0 per Unit in exchange for the forgiveness of principal under the Second JDH Loan Facility in an amount equal to the aggregate purchase price of the Units. On April 26, 2021, JDH exercised this option to purchase 428,571<br> additional Units at a price of $7.0 per Unit in exchange for the settlement of principal under the Second JDH Loan in an amount of $3.0 million.
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•	The Company granted JDH customary registration rights covering common shares issuable pursuant to the Securities Purchase Agreement as well as common shares underlying the JDH Notes. The registration<br> statement covering the resale of these common shares was filed on February 19, 2021.
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•	The Company and JDH agreed to amend the terms of each of the JDH Loan Facilities and JDH Notes pursuant to the omnibus supplemental agreements described below, including to extend the maturity date to<br> December 31, 2024, to reduce the annual interest rate to 5.5% and to amend the conversion price under the JDH Notes to $12.00 per common share.
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•

JDH agreed to a standstill undertaking, applicable for at least as long as the common shares are listed on Nasdaq, precluding any acquisition of the common shares, including through the exercise of warrants or the conversion of the JDH Notes, to the extent that it would result in JDH or its affiliates beneficially owning, including controlling the voting or disposition of, more than 9.99% of the outstanding common shares after giving effect to the acquisition.

•

JDH waived any and all prior breaches and events of default under the JDH Loan Facilities and JDH Notes.

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The Securities Purchase Agreement and the transactions contemplated therein were approved by an independent committee of our board of directors.

The terms of the warrant and pre-funded warrant issued as part of Units are substantially the same as those of the Class E warrants and pre-funded warrants issued in the Company’s underwritten public offering in August 2020.

Omnibus Loan Supplemental Agreement

On December 31, 2020, the Company entered into an omnibus supplemental agreement (the “Omnibus Loan Supplemental Agreement”), amending each of the JDH Loan Facilities to reflect the changes agreed with JDH in the Securities Purchase Agreement, including:

(i)	accrued and unpaid interest of an aggregate of $1.9 million through December 31, 2020 was deemed fully and finally settled;
(ii)	the interest rate payable from January 1, 2021 through the maturity date was fixed at 5.5% per annum;
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(iii)	the maturity date was extended to December 31, 2024;
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(iv)	the addition of cash sweep provisions whereby the Company will make prepayments semi-annually commencing the fiscal quarter ending March 31, 2021 of the greater of the Company’s cash balances in excess of<br> $25.0 million or the revenue of the Company’s Capesize fleet attributable to a time charter equivalent rate in excess of $18,000 but not exceeding $21,000;
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(v)	a mandatory prepayment on each of December 31, 2022 and December 31, 2023 of $8.0 million less any prepayments previously made under the cash sweep provisions;
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(vi)	an option to apply the proceeds of any cash exercise of the warrants issued to JDH as part of Units as a prepayment;
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(vii)	an amendment to the existing mandatory prepayment provisions in the First JDH Loan Facility and Fourth JDH Loan Facility such that the Company will make a mandatory prepayment of an amount equal to 25% of<br> the net proceeds of any future public offering and any cash exercise of the Company’s outstanding Class E warrants (the prepayment obligations set forth in (iv)-(vi) above, the “Mandatory Prepayment Obligations”); and
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(viii)	a cap of $12.0 million on all Mandatory Prepayment Obligations in any calendar year.
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Omnibus Note Supplemental Agreement

On December 31, 2020, the Company entered into an omnibus supplemental agreement (the “Omnibus Note Supplemental Agreement”), amending each of the JDH Notes to reflect the changes agreed with JDH in the Securities Purchase Agreement, including:

(i)	accrued and unpaid interest of an aggregate of $2.4 million through December 31, 2020 was deemed fully and finally settled;
(ii)	the interest rate payable from January 1, 2021 through the maturity date was fixed at 5.5% per annum;
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(iii)	the maturity date was extended to December 31, 2024;
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(iv)	the conversion price was amended to $12.0 per common share;
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(v)	the existing conversion provision was amended to include a beneficial ownership limitation of 9.99% of the number of the common shares outstanding immediately after giving effect to the issuance of common<br> shares issuable upon conversion; and
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(vi)	the addition of provisions analogous to the Mandatory Prepayment Obligations requiring mandatory prepayment of the JDH Notes following the full repayment of the JDH Loan Facilities, and a cap of $12.0<br> million on all such mandatory prepayment obligations in any calendar year.
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C.	Research and development, patents and licenses, etc.

Not applicable.

D.	Trend Information

Our results of operations depend primarily on the charter rates earned by our vessels. The widely accepted benchmark of charter market in the dry bulk industry is the Baltic Dry Index, or the BDI.

In the decade from 2010 to 2020 the performance of the BDI has been characterized by high volatility, as the growth in the size of the dry bulk fleet outpaced growth in vessel demand for an extended period of time.

Specifically, in the period from 2010 to 2020, the size of the fleet in terms of deadweight tons grew by an annual average of about 6.0% while the corresponding growth in demand for dry bulk carriers grew by 3.1%, resulting in a drop of about 61% in the value of the BDI over the period. In 2021, this volatility was apparent once again with the BDI registering a low of 1,303 on February 10, 2021 and a high of 5,650 on October 7, 2021. However, as the total size of the dry bulk fleet rose by about 3.6%, compared to demand growth of 3.8%, BDI increased by approximately 61%. In 2022, higher industrial input costs caused by rising inflation, the adverse economic impact of the Russian invasion of Ukraine and the extensive covid lockdowns in China combined to produce a negative effect on vessel demand, which registered a decline of 2.7% versus 2021. Dry bulk fleet supply rose by 2.8% in 2022, with effective fleet supply rising even further due to the unwinding of congestion caused by covid related vessel port delays. As a result of these factors, 2022 was a volatile year with the BDI reaching a high of 3,369 on May 23, 2022 and a low of 962 on August 31, 2022. As of March 28, 2023, the BDI stood at 1,402.

According to tentative projections, the total size of the dry bulk fleet is expected to rise by about 2.0% in 2023, effectively in line with the expected demand growth of 2.2%. Looking at the longer-term ship supply picture, the dry bulk orderbook as a percentage of the active fleet was equal to 8.4% in 2022, compared to 10.5% in 2020, while the average figure for the period 2008-2020 was 33.3%.

Meanwhile, the war in Ukraine has amplified the volatility in the dry bulk market. In the short term, the effect of the invasion of Ukraine has been mildly positive for the dry bulk market, yet the overall longer term effect, taking into consideration the indirect effects of the war, remains uncertain. Ton-mile demand so far has been supportive for the dry bulk market, given that cargoes such as grains, coal and iron ore exported previously from Ukraine and Russia were substituted by cargoes from different sources.

As 100% of our fleet is employed on index-linked charter contracts, we will be exposed to any near-term volatility in the charter market. We believe we have structured our capital expenditure requirements, debt commitments and liquidity resources in a way that will provide us with financial flexibility (see “Item 5. Operating and Financial Review and Prospects - B. Liquidity and Capital Resources” for more information).

In addition, the continuing war in Ukraine led to increased economic uncertainty amidst fears of a more generalized military conflict or significant inflationary pressures, due to the increases in fuel and grain prices following the sanctions imposed on Russia. Whether the present dislocation in the markets and resultant inflationary pressures will transition to a long-term inflationary environment is uncertain, and the effects of such a development on charter rates, vessel demand and operating expenses in the sector in which we operate are uncertain. As described above, the initial effect of the invasion in Ukraine on the dry bulk freight markets ranged from neutral to positive, despite the short-term volatility in charter rates and increases on specific items of operating costs, mainly in the context of increased crew costs. If these conditions are sustained, the longer-term net impact on the dry bulk freight or tanker markets and our business would be difficult to predict. Meanwhile, inflationary trends have not, and we do not expect them to have, a material impact on our results of operations. However, such trends may have unpredictable consequences, and contribute to instability in global economy, a decrease in supply or cause a decrease in worldwide demand for certain goods and, thus, shipping. Regarding the possible impact of supply chain disruptions that have or may emanate from the military conflict in Ukraine, our operations have not been affected materially and we do not expect them to be in the future. The trading patterns of our vessels do not currently involve calling at Russian or Ukrainian ports, while on the other hand our suppliers and service providers have so far not been subject to any restrictions or disruptions in their operations. However, one potential area of impact has to do with the crewing of our vessels, as Ukraine, and Russia are major crewing hubs for the shipping industry. As a result, we expect disruptions and increased costs might be encountered in sourcing crew members for our fleet. This is expected to be a general issue for the shipping industry, which we do not expect will materially worsen our competitive position in the market.

Since its outbreak in late 2019, the COVID-19 pandemic has caused severe global disruptions and may continue to affect the economic conditions regionally as well as globally and otherwise impact our operations and the operations of our customers and suppliers. The reopening of the global economy and consequent increased demand across key dry bulk commodities and petroleum products has positively affected our revenues. Over time, the incidence of COVID-19 and its variants has diminished although periodic spikes in incidence occur. Consequently, restrictions imposed by various governmental health organizations may change over time. Several countries have lifted restrictions only to reimpose such restrictions as the number of cases rise and new variants arise. Although the Chinese government removed its zero-COVID policy in December 2022, China is now facing a sudden surge in COVID cases after easing the lockdown restrictions nationwide. WHO officials had expressed hope that COVID-19 might be entering an endemic phase by early 2023, but the continued uncertainties associated with the COVID-19 pandemic worldwide may cause an adverse impact on the shipping industry. A resurgence of the COVID-19 pandemic could have an adverse impact on our business, results of operations, cash flows, financial condition, the carrying value of our assets and the fair values of our vessels.

Although inflation has had a moderate impact on our vessel operating expenses and corporate overheads, management does not consider inflation to be a significant risk to direct costs in the current and foreseeable economic environment. It is anticipated that insurance costs, which have risen over the last three years, may well continue to rise over the next few years. Maritime transportation is a specialized area and the number of vessels is increasing. There will therefore be an increased demand for qualified crew and this has and will continue to put inflationary pressure on crew costs. However, in a shipping downturn, costs subject to inflation can usually be controlled because shipping companies typically monitor costs to preserve liquidity and encourage suppliers and service providers to lower rates and prices in the event of a downturn.

Important Measures and Definitions for Analyzing Results of Operations

We use a variety of financial and operational terms and concepts. These include the following:

Ownership days. Ownership days are the total number of calendar days in a period during which we owned or chartered

        in on bareboat basis each vessel in our fleet. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and the amount of expenses recorded during that period.

Available days. Available days are the number of ownership days less the aggregate number of days that our vessels

        are off-hire due to major repairs, dry-dockings, lay-up or special or intermediate surveys. The shipping industry uses available days to measure the aggregate number of days in a period during which vessels are available to generate revenues.

Operating days. Operating days are the number of available days in a period less the aggregate number of days that

        our vessels are off-hire due to unforeseen circumstances. The shipping industry uses operating days to measure the aggregate number of days in a period during which vessels could actually generate revenues.

Fleet utilization. Fleet utilization is the percentage of time that our vessels were generating revenues and is

        determined by dividing operating days by ownership days for the relevant period.

Off-hire. The period a vessel is not being chartered or is unable to perform the services for which it is required

        under a charter.

Dry-docking. We periodically dry-dock each of our vessels for inspection, repairs and maintenance and any

        modifications to comply with industry certification or governmental requirements.

Time charter. A time charter is a contract for the use of a vessel for a specific period of time (period time

        charter\) or for a specific voyage \(trip time charter\) during which the charterer pays substantially all of the voyage expenses, including port charges, bunker expenses, canal charges and other commissions. The vessel owner pays the vessel
        operating expenses, which include crew costs, provisions, deck and engine stores and spares, lubricants, insurance, maintenance and repairs. The vessel owner is also responsible for each vessel's dry-docking and intermediate and special survey
        costs. The Company’s time charter rates are currently index linked during the term of the charter. Prevailing time charter rates do fluctuate on a seasonal and year-to-year basis and may be substantially higher or lower from a prior time
        charter agreement when the subject vessel is seeking to renew the time charter agreement with the existing charterer or enter into a new time charter agreement with another charterer. Fluctuations in time charter rates are influenced by changes
        in spot charter rates.

Bareboat charter. A bareboat charter is generally a contract pursuant to which a vessel owner provides its vessel

        to a charterer for a fixed period of time at a specified daily rate. Under a bareboat charter, the charterer assumes responsibility for all voyage and vessel operating expenses and risk of operation.

Voyage charter. A voyage charter is generally a contract to carry a specific cargo from a load port to a discharge

        port for an agreed-upon total amount. Under voyage charters, voyage expenses, such as port charges, bunker expenses, canal charges and other commissions, are paid by the vessel owner, who also pays vessel operating expenses.

TCE. Time charter equivalent, or TCE, rate is defined as our net revenue less voyage expenses during a period

        divided by the number of our operating days during the period. Voyage expenses include port charges, bunker expenses, canal charges and other commissions.

Daily Vessel Operating Expenses. Daily Vessel Operating Expenses are calculated by dividing vessel operating

        expenses less pre-delivery expenses by ownership days for the relevant time periods. This measure assists our management and investors by increasing the comparability of our performance from period to period. Vessel operating expenses include
        crew costs, provisions, deck and engine stores, lubricants, insurance, maintenance and repairs. Vessel operating expenses before pre-delivery expenses exclude one-time pre-delivery and pre-joining expenses associated with initial crew manning
        and supply of stores of Company's vessels upon delivery, which expenses may vary from period to period.

Performance Indicators

The figures shown below are non-GAAP statistical ratios and measures used by management to measure performance of our vessels. For the “Fleet Data” figures, there are no comparable U.S. GAAP measures.

	Year Ended December 31,
Fleet Data:	2022			2021			2020
Ownership days		6,219			5,140			3,807
Available days(1)		5,954			5,040			3,755
Operating days(2)		5,905			4,987			3,747
Fleet utilization		95	%		97.0	%		98.4	%
Average Daily Results:
TCE rate(3)	$	20,040		$	27,399		$	11,950
Daily Vessel Operating Expenses(4)	$	6,819		$	6,211		$	5,709
(1)	During the year ended December 31, 2022, we incurred 265 off-hire days for seven scheduled dry-dockings and ballast water treatment installation on two of our<br> vessels. During the year ended December 31, 2021, we incurred 100 off-hire days for four scheduled dry-dockings.
---	---
(2)	During the year ended December 31, 2022, we incurred 49 off-hire days due to unforeseen circumstances. During the year ended December 31, 2021, we incurred 53<br> off-hire days due to unforeseen circumstances.
---	---
(3)	We include TCE rate (a measure of the average daily revenue performance), a non-GAAP measure, because it assists our management in making decisions regarding the deployment and use of our vessels and in<br> evaluating their financial performance. Our calculation of TCE rate may not be comparable to that reported by other companies. The following table reconciles our net revenues from vessels to TCE rate.
---	---
	Year Ended December 31,
---	---	---	---	---	---	---	---	---	---
(In thousands of US Dollars, except operating days and TCE rate)	2022			2021			2020
Vessel revenue, net	$	122,629		$	153,108		$	63,345
Voyage expenses		(4,293	)		(16,469	)		(18,567	)
Time charter equivalent revenues	$	118,336		$	136,639		$	44,778
Operating days		5,905			4,987			3,747
Daily time charter equivalent rate	$	20,040		$	27,399		$	11,950
(4)	We include Daily Vessel Operating Expenses, a non-GAAP measure, as we believe it provides additional meaningful information and assists our management in making decisions regarding the deployment and use<br> of our vessels and in evaluating their financial performance. Our calculation of Daily Vessel Operating Expenses may not be comparable to that reported by other companies. The following table reconciles our vessel operating expenses to<br> Daily Vessel Operating Expenses.
---	---
(In thousands of US Dollars, except ownership days and Daily Vessel Operating Expenses)	Year Ended December 31,
---	---	---	---	---	---	---	---	---	---
	2022			2021			2020
Vessel operating expenses	$	43,550		$	36,332		$	22,347
Less: Pre-delivery expenses		(1,144	)		(4,410	)		(611	)
Vessel operating expenses before pre-delivery expenses		42,406			31,922			21,736
Ownership days		6,219			5,140			3,807
Daily Vessel Operating Expenses	$	6,819		$	6,211		$	5,709

Please also see “–B. Liquidity and Capital Resources.”

E.	Critical Accounting Estimates

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of those financial statements requires us to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and related disclosure of contingent assets and liabilities at the date of our financial statements. Actual results may differ from these estimates under different assumptions and conditions.

Critical accounting estimates are those that reflect significant judgments of uncertainties and potentially result in materially different results under different assumptions and conditions. We have described below what we believe is our most critical accounting estimate, because it generally involves a comparatively higher degree of judgment in its application. For a description of all our significant accounting policies, see Note 2 to our annual audited financial statements included in this annual report.

Impairment of long-lived assets (Vessels)

We review our Vessels for impairment whenever events or changes in circumstances, such as prevailing market conditions, obsolescence or damage to the asset, business plans to dispose a vessel earlier than the end of its useful life and other business plans, indicate that the carrying amount of the assets, plus any unamortized dry-docking costs, may not be recoverable. The volatile market conditions in the dry bulk market with decreased charter rates and decreased vessel market values are conditions we consider to be indicators of a potential impairment for our vessels. We determine undiscounted projected operating cash flows, for each vessel with an impairment indicator and compare it to the vessel's carrying value, plus any unamortized dry-docking costs. When the undiscounted projected operating cash flows expected to be generated by the use of the vessel and/or its eventual disposition are less than its carrying value, plus any unamortized dry-docking costs, we impair the carrying amount of the vessel. Measurement of the impairment loss is determined by the Company based on the fair value of the asset as determined by independent valuators and use of available market data. The undiscounted projected operating cash inflows are determined by considering the estimated future charter rate for the first calendar year, using the average of two published third party estimates and for the period thereafter up to the end of the estimated useful life of the vessel the average 10-year historical daily charter earnings of similar size vessels excluding the outliers, published by a third party, adjusted for estimated commissions, expected off hires due to scheduled vessels' maintenance and estimated unexpected off hires. In addition, an estimate of additional daily revenue for the scrubber-fitted vessels is also included, reflecting additional compensation from charterers that the Company earns due to the fuel cost savings that these vessels provide. The undiscounted projected operating cash outflows are determined by applying various assumptions regarding vessel operating expenses, management fees and scheduled vessels' maintenance.

Our assessment concluded that no impairment loss should be recorded as of December 31, 2022 and 2021.

Our Fleet – Illustrative Comparison of Possible Excess of Carrying Value Over Estimated Charter-Free Market Value of Certain Vessels

Historically, the market values of vessels have experienced volatility, which from time to time may be substantial. As a result, the charter-free market value of certain of our vessels may have declined below those vessels' carrying value, even though we would not impair those vessels' carrying value under our accounting impairment policy. The table set forth below indicates (i) the carrying value of each of our vessels as of December 31, 2022 and 2021, respectively, and (ii) which of our vessels we believe had a basic market value below their carrying value. The carrying value includes, as applicable, vessel costs, plus any unamortized deferred dry-docking costs. This aggregate difference between the carrying value of these vessels and their market value of $38.7 million and $5.0 million, as of December 31, 2022 and 2021, respectively, represents the amount by which we believe we would have had to reduce our net income if we sold all of such vessels, on industry standard terms, in cash transactions, and to a willing buyer where we are not under any compulsion to sell, and where the buyer was not under any compulsion to buy as of December 31, 2022 and 2021, respectively. For purposes of this calculation, we assumed that the vessels would be sold at a price that reflected our estimate of their charter-free market values as of December 31, 2022 and 2021, respectively.

Our estimates of charter-free market value assume that our vessels were all in good and seaworthy condition without need for repair and if inspected would be certified in class without notations of any kind. Our estimates are based on information available from various industry sources, including:

•	reports by industry analysts and data providers that focus on our industry and related dynamics affecting vessel values;
•	news and industry reports of similar vessel sales;
---	---
•	offers that we may have received from potential purchasers of our vessels; and
---	---
•	vessel sale prices and values of which we are aware through both formal and informal communications with shipowners, shipbrokers, industry analysts and various other shipping industry participants and<br> observers.
---	---

As we obtain information from various industry and other sources, our estimates of basic market value are inherently uncertain. In addition, vessel values are highly volatile; as such, our estimates may not be indicative of the current or future basic market value of our vessels or prices that we could achieve if we were to sell them.

Carrying Value plus any unamortized dry-docking costs as of
Vessel	Year Built	Dwt	December 31, 2022<br><br> <br>(in millions of U.S. dollars)		December 31, 2021<br><br> <br>(in millions of U.S. dollars)
---	---	---	---	---	---	---	---
Patriotship	2010	181,709	24.6			25.9
Dukeship	2010	181,453	32.2	*		34.2	*
Worldship	2012	181,415	31.6	*		33.2
Hellasship	2012	181,325	28.1	*		27.8
Fellowship	2010	179,701	25.8	*		27.4
Championship	2011	179,238	35.6	*		38.1	*
Partnership	2012	179,213	31.7	*		30.8
Knightship	2010	178,978	20.6			21.1
Lordship	2010	178,838	19.9			20.9
Goodship	2005	177,536	-			13.2
Friendship	2009	176,952	25.3	*		24.3
Tradership	2006	176,925	-			16.5
Flagship	2013	176,387	28.7			27.7
Gloriuship	2004	171,314	-			12.4
Geniuship	2010	170,057	22.2			23.6
Premiership	2010	170,024	25.4	*		27.1
Squireship	2010	170,018	28.7	*		30.5
Honorship	2010	180,242	33.5	*		-
Paroship	2012	181,415	31.0	*		-
TOTAL			444.9			434.7

* Indicates dry bulk carrier vessels for which we believe, as of December 31, 2022 and 2021, respectively, the basic charter-free market value was lower than the vessel's carrying value plus any unamortized dry-docking costs.

As presented in Balance Sheets as of December 31, 2022 and 2021.


Vessels, net	434.1	426.1
Deferred charges and other investments, non-current	10.8	8.6
Total	444.9	434.7

We refer you to the risk factor entitled “The market values of our vessels may decrease, which could limit the amount of funds that we can borrow or trigger certain financial covenants under our loan agreements and other financing agreements, and we may incur an impairment or, if we sell vessels following a decline in their market value, a loss.”

Although we believe that the assumptions used to evaluate potential asset impairment are based on historical trends and are reasonable and appropriate, such assumptions are highly subjective. There can be no assurance as to how charter rates and vessel values will fluctuate in the future. Charter rates may, from time to time throughout our vessels’ lives, remain for a considerable period of time at depressed levels which could adversely affect our revenue and profitability, and future assessments of vessel impairment. To minimize such subjectivity, our analysis for the years ended December 31, 2022 and 2021 also involved sensitivity analysis to the model input we believe is more important and likely to change. In particular, in terms of our estimates for the time charter equivalent for the unfixed period, we use a combination of one-year charter rates estimate and the average of the trailing 10-year historical charter rates, excluding outliers. Although the trailing 10-year historical charter rates, excluding the outliers, cover at least a full business cycle, we sensitized our model with regards to long-term historical charter rate assumptions for the unfixed period beyond the first year. The impairment test that we conduct, when required, is most sensitive to variances in future time charter rates. Our sensitivity analysis revealed that, to the extent that going forward the 10-year historical charter rates, excluding the outliers, would not decline by more than 15% for Capesize vessels, we would not be required to recognize impairment. For the year ended December 31, 2022, indicators of impairment existed for eleven of our vessels as their carrying value plus any unamortized dry-docking costs was higher than their market value. The carrying value of the eleven vessels plus any unamortized dry-docking costs for which impairment indicators existed as at December 31, 2022, was $328.9 million.

ITEM 6.	DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A.	Directors and Senior Management
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Set forth below are the names, ages and positions of our current directors and executive officers. Members of our board of directors are elected annually on a staggered basis, and each director elected holds office for a three-year term. Officers are elected from time to time by vote of our board of directors and hold office until a successor is elected. The business address of each of our directors and executive officers listed below is 154 Vouliagmenis Avenue, 166 74 Glyfada, Greece.

Name	Age	Position	Director Class
Stamatios Tsantanis	51	Chairman, Chief Executive Officer & Director	A (term expires in 2025)
Stavros Gyftakis	44	Chief Financial Officer
Christina Anagnostara	52	Director*	B (term expires in 2023)
Elias Culucundis	80	Director*	A (term expires in 2025)
Dimitrios Anagnostopoulos	76	Director*	C (term expires in 2024)
Ioannis Kartsonas	51	Director*	C (term expires in 2024)

*Independent Director

Biographical information with respect to each of our directors and our executive officers is set forth below.

Stamatios Tsantanis has been a member of our board of directors and our Chief Executive Officer since October 1,

        2012 and has led the Company's significant growth to a world renowned Capesize dry bulk company of approximately 2.8 million dwt. In addition, Mr. Tsantanis has been the Chairman of our board of directors since October 1, 2013 and also served
        as our Interim Chief Financial Officer from November 1, 2013 until October 2, 2018. Mr. Tsantanis is also the founder, the Chairman, the Chief Executive Officer and a director in the board of directors of United. Mr. Tsantanis has been actively
        involved in the shipping and finance industry since 1998 and has held senior management positions in prominent private and public shipping companies and financial institutions. He was formerly an investment banker at Alpha Finance, a member of
        the Alpha Bank Group, with active roles in a number of major shipping corporate finance transactions in the U.S. capital markets. Mr. Tsantanis holds a Master of Science \(MSc\) in Shipping Trade and Finance from Bayes Business School \(formerly
        known as Cass Business School\) of City University in London and a Bachelor of Science \(BSc\) in Shipping Economics from the University of Piraeus. He also serves in the board of directors of Breakwave Advisors LLC, the advisor of ETFMG \(the
        manager of the NYSE listed BDRY and BSEA\) and is a fellow of the Institute of Chartered Shipbrokers.

Stavros Gyftakis was appointed as our Chief Financial Officer on October 3, 2018, and previously served as Finance

        Director since November 2017 and he has been instrumental in Seanergy’s capital raising, debt financing and refinancing activities since 2017. Mr. Gyftakis is also the Chief Financial Officer and a director in the board of directors of United.
        He has more than 17 years of experience in banking and corporate finance with focus on the shipping sector. Mr. Gyftakis has held key positions across a broad shipping finance spectrum, including, asset backed lending, debt and corporate
        restructurings, risk management, financial leasing and loan syndications. Before joining Seanergy, he was a Senior Vice President in the Greek shipping finance desk at DVB Bank SE. Mr. Gyftakis received his Master of Science \(MSc\) in Shipping
        Trade and Finance from Bayes Business School \(formerly known as Cass Business School\) in London with Distinction and holds a Master of Science \(MSc\) in Business Mathematics, awarded with Honors, from the Athens University of Economics and
        Business and a Bachelor of Science \(BSc\) in Mathematics from the Aristotle University of Thessaloniki.

Christina Anagnostara served as our Chief Financial Officer from November 17, 2008 until October 31, 2013, she has

        served as a member of our board of directors since December 2008 and she is a member of Seanergy’s Sustainability Committee. Ms. Anagnostara is also a director in the board of directors of United since June 2022.  She has more than 25 years of
        maritime and international business experience in the areas of finance, banking, capital markets, consulting, accounting and audit. Before joining Seanergy, she has served in executive and board positions of publicly listed companies in the
        maritime industry and she was responsible for the financial, capital raising and accounting functions. Since June 2017 she is a Managing Director in the Investment Banking Division of AXIA Ventures Group and between 2014 and 2017 she provided
        advisory services to corporate clients involved in all aspects of the maritime industry. From 2006 to 2008, she served as the Chief Financial Officer and Director of Global Oceanic Carriers Ltd, a dry bulk shipping company listed on the
        Alternative Investment Market of the London Stock Exchange. Between 1999 and 2006, she was a senior management consultant of the Geneva-based EFG Group. Prior to EFG Group, she worked for Eurobank EFG and Ernst & Young. Ms. Anagnostara
        studied Economics in Athens and is a Certified Chartered Accountant. She is a member of various industry organizations including ACCA, Propeller Club, WISTA, Shipping Finance Executives and American Hellenic Chamber of Commerce.

Elias Culucundis has been a member of our board of directors since our inception, he is the Chairman and a member

        of   the Compensation and Nominating Committees and a member of the Audit Committee of Seanergy. Since 1999, Mr. Culucundis has been the President, Chief Executive Officer and Director of Equity Shipping Company Ltd., a company specializing in
        starting, managing and operating commercial and technical shipping projects. Additionally, from 1996 to 2000, he was a Director of Kassian Maritime Shipping Agency Ltd., a vessel management company operating a fleet of ten bulk carriers. During
        this time, Mr. Culucundis was also a Director of Point Clear Navigation Agency Ltd, a marine project company. From 1981 to 1995, Mr. Culucundis was a Director of Kassos Maritime Enterprises Ltd., a company engaged in vessel management. While at
        Kassos, he was initially a technical Director and eventually ascended to the position of Chief Executive Officer, overseeing a large fleet of Panamax, Aframax and VLCC tankers, as well as overseeing new vessel building contracts, specifications
        and the construction of newbuildings. From 1971 to 1980, Mr. Culucundis was a Director and the Chief Executive Officer of Off Shore Consultants Inc. and Naval Engineering Dynamics Ltd. In Off Shore Consultants Inc. he worked in Floating
        Production, Storage and Offloading vessel, or FPSO, design and construction and was responsible for the technical and commercial supervision of a pentagon-type drilling rig utilized by Royal Dutch Shell Plc. Seven FPSOs were designed and
        constructed that were subsequently utilized by Pertamina, ARCO, Total and Elf-Aquitaine. Naval Engineering Dynamics Ltd. was responsible for purchasing, re-building and operating vessels that had suffered major damage. From 1966 to 1971, Mr.
        Culucundis was employed as a Naval Architect for A.G. Pappadakis Co. Ltd., London, responsible for tanker and bulk carrier new buildings and supervising the technical operation of their fleet. He is a graduate of Kings College, Durham
        University, Great Britain, with a degree in Naval Architecture and Shipbuilding. He is a member of the Hellenic National Committee of American Bureau of Shipping and he served in the Council of the Union of Greek Shipowners. Mr. Culucundis is a
        Fellow of the Royal Institute of Naval Architects and a Chartered Engineer.

Dimitrios Anagnostopoulos has been a member of our board of directors since May 2009 and he is also the Chairman and

        a member of the Audit Committee and a member of the Compensation and Nominating Committees of Seanergy. Mr. Anagnostopoulos has over 49 years of experience in Shipping, Ship finance and Bank Management. Mr. Anagnostopoulos obtained his BSc at
        the Athens University of Economics and Business. His career began in the 1970's as Assistant Lecturer at the same University followed by four years with the Onassis Shipping Group HQ in Monaco. Mr. Anagnostopoulos also held various posts at the
        National Investment Bank of Industrial Development \(ETEBA\), Continental Illinois National Bank of Chicago, the Greyhound Corporation, and with ABN AMRO, where he has spent nearly two decades with the Bank, holding the positions of Senior
        Vice-President and Head of Shipping. Since 2010 he is also an advisor and Board Member in the Aegean Baltic Bank S.A. Mr. Anagnostopoulos has been a speaker and panelist in various shipping conferences in Europe, and a regular guest lecturer at
        the Bayes Business School \(formerly known as Cass Business School\) of City University in London, the Athens University of Economics and Business and the ALBA Graduate Business School. He is a member \(and ex-vice chairman\) of the Association of
        Banking and Financial Executives of Greek Shipping and an Associate Member of the Institute of Energy of South East Europe. In 2008 he was named by the Lloyd's Organization as Shipping Financier of the Year.

Ioannis Kartsonas has been a member of our board of directors since May 2017 and he is the Chairman and a member of

        Seanergy’s Sustainability Committee. Mr. Kartsonas is also a director in the board of directors of United since June 2022 and the Principal and Managing Partner of Breakwave Advisors LLC, a commodity-focused advisory firm based in New York. Mr.
        Kartsonas has been actively involved in finance and commodities trading since 2000. From 2011 to 2017, he was a Senior Portfolio Manager at Carlyle Commodity Management, a commodity-focused investment firm based in New York and part of the
        Carlyle Group, being responsible for the firm's Shipping and Freight investments. During his tenure, he managed one of the largest freight futures funds globally. Prior to his role, Mr. Kartsonas was a Co-Founder and Portfolio Manager at Sea
        Advisors Fund, an investment fund focused in Shipping. From 2004 to 2009, he was the leading Transportation Analyst at Citi Investment Research covering the broader transportation space, including the shipping industry. Prior to that, he was an
        Equity Analyst focusing on Shipping and Energy for Standard & Poor's Investment Research. Mr. Kartsonas holds an MBA in Finance from the Simon School of Business, University of Rochester.

No family relationships exist among any of the directors and executive officers.

As a foreign private issuer listed on the Nasdaq Capital Market, we are required to disclose certain self-identified diversity characteristics about our directors pursuant to Nasdaq’s board diversity and disclosure rules approved by the Commission in August 2021. The Board Diversity Matrix set forth below contains the requisite information as of the date of this annual report.

Board Diversity Matrix (As of March 30, 2023)<br><br> <br><br><br> <br>To be completed by Foreign Issuers (with principal executive offices outside of the U.S.) and Foreign Private Issuers
Greece
Foreign Private Issuer	Yes
Disclosure Prohibited under Home Country Law	No
Total Number of Directors	5
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	4	0	0
Part II: Demographic Background
Underrepresented Individual in Home Country Jurisdiction	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

B.	Compensation

For the year ended December 31, 2022, the Company paid its executive officers and directors aggregate compensation of $2.0 million. The Company’s executive officers are employed pursuant to employment and consulting contracts. We do not have a retirement plan for our officers or directors.

Each member of the Company’s board of directors received a fee of $0.1 million in 2022. The aggregate director fees paid by the Company for the years ended December 31, 2022, 2021 and 2020 totaled $0.4 million, $0.4 million and $0.3 million, respectively.

On January 12, 2011 our board of directors adopted the Seanergy Maritime Holdings Corp. 2011 Equity Incentive Plan, or the Plan. On January 12, 2022, the Plan, as previously amended, was further amended and restated to increase the aggregate number of shares of the common stock reserved for issuance under the Plan to 550,000 shares. On July 8, 2022, the Plan was further amended and restated to increase the aggregate number of shares of common stock reserved for issuance under the Plan to 400,000 shares. On March 27, 2023, the Plan was further amended and restated to increase the aggregate number of shares of common stock reserved for issuance under the Plan to 2,000,000 shares. The Plan is administered by the Compensation Committee of our board of directors. Under the Plan, our officers, key employees, directors, consultants and service providers may be granted incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, and unrestricted stock at the discretion of our Compensation Committee. Any awards granted under the Plan that are subject to vesting are conditioned upon the recipient’s continued service as an employee or a director of the Company, through the applicable vesting date.

On January 12, 2022, the Compensation Committee granted an aggregate of 533,700 restricted shares of common stock pursuant to the Plan. Of the total 533,700 shares issued, 160,000 shares were granted to the non-executive members of the board of directors, 170,000 were granted to the executive officers, 188,700 shares were granted to certain of the Company’s non-executive employees and 15,000 shares were granted to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $9.10. 177,902 shares vested on the grant date, 177,899 shares vested on October 1, 2022 and 177,899 shares will vest on October 1, 2023.

On July 8, 2022, the Compensation Committee granted an aggregate of 350,000 restricted shares of common stock pursuant to the Plan. Of the total 350,000 shares issued on July 12, 2022, 140,000 shares were granted to the non-executive members of the board of directors, 105,000 were granted to the executive officers, 95,000 shares were granted to certain of the Company’s non-executive employees and 10,000 shares were granted to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $6.90. 116,670 shares vested on the date of the issuance, July 12, 2022, 116,665 shares vested on October 1, 2022 and 116,665 shares will vest on October 1, 2023.

On March 27, 2023, the Compensation Committee granted an aggregate of 1,823,800 restricted shares of common stock pursuant to the Plan. Of the total 1,823,800 shares issued on March 27, 2023, 400,000 shares were granted to the non-executive members of the board of directors, 930,000 were granted to the executive officers, 433,800 shares were granted to certain of the Company’s non-executive employees and 60,000 shares were granted to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $5.22. 607,974 shares vested on the date of the issuance, March 27, 2023, 607,913 shares will vest on October 1, 2023 and 607,913 shares will vest on October 1, 2024.

C.	Board Practices

Our directors do not have service contracts and do not receive any benefits upon termination of their directorships. Our board of directors has an audit committee, a compensation committee, a nominating committee and a newly-established sustainability committee. Our board of directors has adopted a charter for each of these committees.

Audit Committee

Our audit committee consists of Messrs. Dimitrios Anagnostopoulos and Elias Culucundis. Our board of directors has determined that the members of the audit committee meet the applicable independence requirements of the Commission and the Nasdaq Stock Market Rules. Our board of directors has determined that Mr. Dimitrios Anagnostopoulos is an “Audit Committee Financial Expert” under the Commission's rules and the corporate governance rules of the Nasdaq Stock Market.

The audit committee has powers and performs the functions customarily performed by such a committee (including those required of such a committee by Nasdaq and the Commission). The audit committee is responsible for selecting and meeting with our independent registered public accounting firm regarding, among other matters, audits and the adequacy of our accounting and control systems.

Compensation Committee

Our compensation committee consists of Messrs. Dimitrios Anagnostopoulos and Elias Culucundis, each of whom is an independent director. The compensation committee reviews and approves the compensation of our executive officers.

Nominating Committee

Our nominating committee consists of Messrs. Elias Culucundis and Dimitrios Anagnostopoulos, each of whom is an independent director. The nominating committee is responsible for overseeing the selection of persons to be nominated to serve on our board of directors.

Sustainability Committee

Our sustainability committee was established on December 19, 2022 and it consists of Mr. Ioannis Kartsonas and Ms. Christina Anagnostara, each of whom is an independent director. The sustainability committee promotes sustainability practices, guides, assists and supervises the Company in developing, articulating, and continuing to evolve, sustainability policies for the Company comprising environmental, social and governance matters. Additionally, it assesses the Company’s sustainability key risks and opportunities in relation to climate and environmental, social and governance aspects.

D.	Employees

As of December 31, 2022, 2021 and 2020, we had two executive officers, Mr. Stamatios Tsantanis and Mr. Stavros Gyftakis, and we employed Ms. Theodora Mitropetrou, our general counsel. In addition, as of December 31, 2022, 2021 and 2020, we employed a support staff consisting of 67, 46 and 35 employees, respectively.

E.	Share Ownership

The common shares beneficially owned by our directors and executive officers are disclosed below in “Item 7. Major Shareholders and Related Party Transactions.”

ITEM 7.	MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A.	Major Shareholders
---	---

The following table sets out information as of the date of this annual report regarding the beneficial ownership of our common shares by (i) the owners of five percent or more of our outstanding common shares and (ii) our directors and executive officers. The beneficial ownership information set forth in the table below is based on beneficial ownership reports furnished to the Commission or information regarding the beneficial ownership of our common shares delivered to us. To the best of our knowledge, except as disclosed in the table below or with respect to our directors and executive officers, we are not controlled, directly or indirectly, by another corporation, by any foreign government or by any other natural or legal persons. All of our shareholders, including the shareholders listed in this table, are entitled to one vote for each common share held.

Identity of Person or Group
Stamatios Tsantanis^(1)(2)^	1,369,055	6.84	%
Dimitrios Anagnostopoulos^(1)^	267,073	1.33	%
Elias Culucundis^(1)^	263,934	1.31	%
Christina Anagnostara^(1)^	217,240	1.08	%
Stavros Gyftakis^(1)^	211,328	1.05	%
Ioannis Kartsonas^(1)^	—	*
Directors and executive officers as a group (6 individuals)^(1)^	2,459,129	12.28	%

* Less than one percent.

(1)

Calculation of percent of class beneficially owned by each such person is based on 20,011,117 common shares outstanding as of March 30, 2023 and any additional shares that such person may be deemed to beneficially own in accordance with Rule 13d-3 under the Exchange Act.

(2)

Stamatios Tsantanis also beneficially owns 20,000 Series B Preferred Shares, constituting 100% of our issued and outstanding Series B Preferred Shares, which were issued on December 10, 2021 pursuant to a stock purchase agreement between us and Stamatios Tsantanis. Through his ownership of common shares and Series B Preferred Shares, Stamatios Tsantanis controls 49.99% of the voting power of our outstanding capital stock. For a description of the Series B Preferred Shares, see “Description of Securities” filed as Exhibit 2.5 hereto.

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B.	Related Party Transactions

On December 10, 2021, we entered into a stock purchase agreement and issued 20,000 of our Series B Preferred Shares, par value $0.0001 per share, to our Chairman and Chief Executive Officer, Stamatios Tsantanis, in return for cash consideration of $250,000. The issuance of the Series B preferred shares was approved by a special independent committee of the Board, which received a fairness opinion from an independent financial advisor. For a description of the Series B Preferred Shares, see “Description of Securities” filed as Exhibit 2.5 hereto.

United Spin-Off

On January 20, 2022, United was incorporated by us, under the laws of the Republic of the Marshall Islands to subsequently serve as the holding company of Sea Glorius Shipping Co, the vessel-owning subsidiary of the M/V Gloriuship that was contributed to United by us in connection with the Spin-Off. Additionally, in connection with the Spin-Off, our Chairman and Chief Executive Officer, Stamatios Tsantanis, received 40,000 Series B Preferred Shares, while 5,000 Series C Preferred Shares were issued to us in exchange for $5.0 million working capital contribution. Following the Spin-Off, we and United became independent publicly traded companies. The Spin-Off was pro rata to our shareholders, including holders of our outstanding common shares and Series B preferred shares, so that such holders maintained the same proportionate interest in us and in United both immediately before and immediately after the Spin-Off.

United Right of First Refusal/Offer

Prior to the consummation of the Spin-Off, we entered into a right of first refusal agreement with United pursuant to which we have a right of first refusal with respect to any opportunity available to United to sell, acquire or charter-in any Capesize vessel as well as with respect to chartering opportunities, other than short-term charters with a term of 13 months or less, available to United for Capesize vessels. In addition, United has a right of first offer with respect to any vessel sales by us. The sales of M/V Goodship and M/V Tradership to United were made pursuant to the right of first refusal agreement.

Management Agreements

Prior to the consummation of the Spin-Off, United entered into a master management agreement with us for the provision of technical, administrative, commercial, brokerage and certain other services. Certain of these services are being subcontracted to or contracted directly with our wholly owned subsidiaries, Seanergy Shipmanagement and Seanergy Management.

In relation to technical management, Seanergy Shipmanagement is responsible for arranging (directly or by subcontracting) for the crewing of certain of United’s vessels, the day-to-day operations, inspections, maintenance, repairs, drydocking, purchasing, insurance and claims handling for the M/Vs Gloriuship, Chrisea and Oasea. Seanergy Shipmanagement provides certain technical management services to the M/V Goodship.

In addition, United has entered into a commercial management agreement with Seanergy Management, pursuant to which Seanergy Management acts as agent for United’s subsidiaries (directly or through subcontracting) for the commercial management of their vessels, including chartering, monitoring thereof, freight collection, and sale and purchase.

The management agreements provide for: a fixed management fee of $14,000 per vessel per month for the M/Vs Gloriuship, Chrisea and Oasea and of $10,000 for the M/V Goodship paid to Seanergy Shipmanagement and a fixed administration fee of $325 per vessel per day payable to Seanergy Management. United has agreed to pay Seanergy Management a fee equal to 1.25% of the gross freight, demurrage and charter hire collected from the employment of these vessels, except for any vessels that are chartered-out to us. We will also earn a fee equal to 1% of the contract price of any vessel bought or sold by us on United’s behalf, except for any vessels bought or sold from or to us, or in respect of any vessel sale relating to a sale-leaseback transaction.

The initial term of United’s master management agreement with us will expire on December 31, 2024. Unless three months’ notice of non-renewal is given by either party prior to the end of the current term, the agreement will automatically extend for additional 12-month periods. The master management agreement may be terminated immediately only for cause and at any time by either party with three months’ prior notice, and no termination fee will be payable.

Additional vessels that United may acquire in the future may be managed by us.

Contribution and Conveyance Agreement

Prior to the consummation of the Spin-Off, we entered into a contribution and conveyance agreement with United. Pursuant to the Contribution and Conveyance Agreement, we, in conjunction with the Spin-Off, (i) contributed Sea Glorius Shipping Co., together with $5.0 million in working capital and (ii) United agreed to indemnify us and Sea Glorius Shipping Co. for any and all obligations and other liabilities arising from or relating to the operation, management or employment of M/V Gloriuship prior to the effective date of the Spin-Off.

Share Purchase Agreement

On July 26, 2022, we entered into a share purchase agreement with United pursuant to which we purchased 5,000 of United’s newly issued Series C Cumulative Convertible Perpetual Preferred Shares in exchange for $5.0 million payable in cash in connection with United’s obligation to pay the advance deposits pursuant to memoranda of agreement for the M/Ts Parosea, Bluesea, Minoansea and Epanastasea. On November, 28, 2022 United redeemed all 10,000 Series C Preferred Shares issued to us pursuant to their terms for a gross redemption price (including all accrued and unpaid dividends up to the redemption date) of $10.6 million.

C.	Interests of Experts and Counsel

Not applicable.

ITEM 8.	FINANCIAL INFORMATION
A.	Consolidated Statements and Other Financial Information
---	---

See Item 18.

Legal Proceedings

We have previously reported that between 2010 and 2017 certain of our then shareholders, including our former Chairman that served between 2008 to 2010, had brought suits in Greece against certain other shareholders of the Company, our former Chief Financial Officer, and such Chairman's immediate successor that served between 2008 to 2013. The plaintiffs withdrew their suits filed in 2010 and 2014 and therefore these are now closed.

The hearing of the only two remaining suits that were filed in 2017 against, amongst other, the former Chairman's immediate successor, took place on November 15, 2018 and the court's final decision is expected to be issued. These suits seek damages from the defendants (including our former Chairman’s immediate successor that served between 2008 to 2013) for alleged willful misconduct that purportedly caused the plaintiffs damage both by way of diminution of the value of their shares in the Company and harm to their reputations. Our former Chairman’s immediate successor that served between 2008 to 2013 has advised us that he does not believe the action has any merit.

Neither we nor our directors nor our current executive officers are named in any of these 2017 actions. We have also notified our insurance underwriters of these actions, and our underwriters are advancing a portion of the defendants' legal expenses.

Various claims, suits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. Other than the proceedings mentioned above, we are not a party to any material litigation where claims or counterclaims have been filed against us other than routine legal proceedings incidental to our business.

Dividend Policy

The declaration, timing and amount of any dividend is subject to the discretion of our board of directors and will be dependent upon our earnings, financial condition, market prospects, capital expenditure requirements, investment opportunities, restrictions in our loan agreements, the provisions of the Marshall Islands law affecting the payment of dividends to shareholders, overall market conditions and other factors. We initiated the payment of quarterly cash dividends commencing with a quarterly dividend of $0.25 per share and a special dividend of $0.25 per share with respect to the fourth quarter of 2021. The quarterly dividend payments have continued, most recently with the payment of $0.25 per share on January 30, 2023 to shareholders of record as of December 28, 2022. In addition, on March 14, 2023, the Company also declared a cash dividend of $0.025 per share payable on or about April 25, 2023 to the shareholders of record as of March 31, 2023. Total cash dividends distributed in 2022 totaled $17.9 million. Our board of directors may review and amend our dividend policy from time to time in light of our plans for future growth and other factors. In addition, since we are a holding company with no material assets other than the shares of our subsidiaries and affiliates through which we conduct our operations, our ability to pay dividends will depend on our subsidiaries and affiliates distributing to us their earnings and cash flow. Some of our loan agreements limit our ability to pay dividends and our subsidiaries' ability to make distributions to us.

B.	Significant Changes

There have been no significant changes since the date of the consolidated financial statements included in this annual report.

ITEM 9.	THE OFFER AND LISTING
A.	Offer and Listing Details
---	---

Our common shares trade on the Nasdaq Capital Market under the symbol “SHIP”.

B.	Plan of Distribution

Not applicable.

C.	Markets

Our common shares trade on the Nasdaq Capital Market under the symbol “SHIP”.

D.	Selling Shareholders

Not applicable.

E.	Dilution

Not applicable.

F.	Expenses of the Issue

Not applicable.

ITEM 10.	ADDITIONAL INFORMATION
A.	Share Capital
---	---

Not applicable.

B.	Memorandum and Articles of Incorporation

Our restated articles of incorporation have been filed as an exhibit to our report filed with the Commission on Form 6-K on August 30, 2019. Amendments to our restated articles of incorporation were filed as exhibits to our registration statement on Form F-1 filed on February 19, 2021 and our report of Form 6-K filed on February 15, 2023. Our restated articles of incorporation, as amended, contained in such exhibits are incorporated by reference. Our third amended and restated bylaws have been filed with the Commission on Form 6-K on September 25, 2020, which we incorporate by reference. A description of the material terms of our restated articles of incorporation, as amended, and bylaws and of our capital stock is included in "Description of Securities" attached hereto as Exhibit 2.5 and incorporated by reference herein.

C.	Material contracts

Attached as exhibits to this annual report are the contracts we consider to be both material and outside the ordinary course of business and are to be performed in whole or in part after the filing of this annual report. We refer you to “Item 4. Information on the Company – A. History and Development of the Company,” “Item 4. Information on the Company – B. Business Overview,” “Item 5. Operating and Financial Review and Prospects – B. Liquidity and Capital Resources – Loan Arrangements” and “Item 7. Major Shareholders and Related Party Transactions–B. Related Party Transactions” for a discussion of these contracts. Other than as discussed in this annual report, we have no material contracts, other than contracts entered into in the ordinary course of business, to which we are a party.

D.	Exchange controls

Under Marshall Islands law, there are currently no restrictions on the export or import of capital, including foreign exchange controls, or restrictions that affect the remittance of dividends, interest or other payments to non-resident holders of our common shares.

E.	Taxation

The following is a summary of the material U.S. federal income tax and Marshall Islands tax consequences of the ownership and disposition of our common stock as well as the material U.S. federal and Marshall Islands income tax consequences applicable to us and our operations. The discussion below of the U.S. federal income tax consequences to “U.S. Holders” will apply to a beneficial owner of our common stock that is treated for U.S. federal income tax purposes as:

•	an individual citizen or resident of the United States;
•	a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) that is created or organized (or treated as created or organized) in or under the laws of the United States,<br> any state thereof or the District of Columbia;
---	---
•	an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or
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•	a trust if (i) a U.S. court can exercise primary supervision over the trust's administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a<br> valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person.
---	---

If you are not described as a U.S. Holder and are not an entity treated as a partnership or other pass-through entity for U.S. federal income tax purposes, you will be considered a “Non-U.S. Holder.” The U.S. federal income tax consequences applicable to Non-U.S. Holders is described below under the heading “—United States Federal Income Taxation of Non-U.S. Holders.”

This discussion does not consider the tax treatment of partnerships or other pass-through entities or persons who hold our common stock through such entities. If a partnership (or other entity classified as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership generally will depend on the status of the partner and the activities of the partnership.

This summary is based on the U.S. Internal Revenue Code of 1986, as amended, or the Code, its legislative history, Treasury Regulations promulgated thereunder, published rulings and court decisions, all as currently in effect. These authorities are subject to change, possibly on a retroactive basis.

This summary does not address all aspects of U.S. federal income taxation that may be relevant to any particular holder based on such holder's individual circumstances. In particular, this discussion considers only holders that will own and hold our common stock as capital assets within the meaning of Section 1221 of the Code and does not address the potential application of the alternative minimum tax or the U.S. federal income tax consequences to holders that are subject to special rules, including:

•	financial institutions or “financial services entities”;
•	broker-dealers;
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•	taxpayers who have elected mark-to-market accounting for U.S. federal income tax purposes;
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•	tax-exempt entities;
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•	governments or agencies or instrumentalities thereof;
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•	insurance companies;
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•	regulated investment companies;
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•	real estate investment trusts;
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•	certain expatriates or former long-term residents of the United States;
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•	persons that actually or constructively own 10% or more (by vote or value) of our shares;
---	---
•	persons that own shares through an “applicable partnership interest”;
---	---
•	persons required to recognize income for U.S. federal income tax purposes no later than when such income is reported on an “applicable financial statement”;
---	---
•	persons that hold our common stock as part of a straddle, constructive sale, hedging, conversion or other integrated transaction; or
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•	persons whose functional currency is not the U.S. dollar.

This summary does not address any aspect of U.S. federal non-income tax laws, such as gift or estate tax laws, or state, local or non-U.S. tax laws.

We have not sought, nor do we intend to seek, a ruling from the Internal Revenue Service, or the IRS, as to any U.S. federal income tax consequence described herein. The IRS may disagree with the description herein, and its determination may be upheld by a court.

Because of the complexity of the tax laws and because the tax consequences to any particular holder of our common stock may be affected by matters not discussed herein, each such holder is urged to consult with its tax advisor with respect to the specific tax consequences of the ownership and disposition of our common stock, including the applicability and effect of state, local and non-U.S. tax laws, as well as U.S. federal tax laws.

United States Federal Income Tax Consequences

Taxation of Operating Income in General

Unless exempt from United States federal income taxation under the rules discussed below, a foreign corporation is subject to United States federal income taxation in respect of any income that is derived from the use of vessels, from the hiring or leasing of vessels for use on a time, voyage or bareboat charter basis, from the participation in a shipping pool, partnership, strategic alliance, joint operating agreement, code sharing arrangements or other joint venture it directly or indirectly owns or participates in that generates such income, or from the performance of services directly related to those uses, which we refer to as “shipping income,” to the extent that the shipping income is derived from sources within the United States. For these purposes, 50% of the gross shipping income that is attributable to transportation that begins or ends, but that does not both begin and end, in the United States, exclusive of certain U.S. territories and possessions, constitutes income from sources within the United States, which we refer to as “U.S. source gross shipping income.”

Shipping income attributable to transportation that both begins and ends in the United States is considered to be 100% from sources within the United States. We are prohibited by law from engaging in transportation that produces income considered to be 100% from sources within the United States.

Shipping income attributable to transportation exclusively between non-U.S. ports will be considered to be 100% derived from sources outside the United States. Shipping income earned by us that is derived from sources outside the United States will not be subject to any United States federal income tax.

For our 2022 taxable year, we had U.S. source gross shipping income of approximately $1,657,832.

We are subject to a 4% tax imposed without allowance for deductions for such taxable year, as described in “—Taxation in Absence of Exemption,” unless we qualify for exemption from tax under Section 883 of the Code, the requirements of which are described in detail below. For our 2022 taxable year, we believe that we qualified for the exemption from tax under Section 883 of the Code.

Exemption of Operating Income from United States Federal Income Taxation

Under Section 883 of the Code and the regulations thereunder, we will be exempt from United States federal income taxation on our U.S.-source shipping income if (i) we are organized in a foreign country (our “country of organization”) that grants an “equivalent exemption” to corporations organized in the United States and (ii) one of the following statements is true:

•

more than 50% of the value of our stock is owned, directly or indirectly, by “qualified shareholders,” that are persons (i) who are “residents” of our country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States, and (ii) we satisfy certain substantiation requirements, which we refer to as the “50% Ownership Test”; or

•

our stock is “primarily” and “regularly” traded on one or more established securities markets in our country of organization, in another country that grants an “equivalent exemption” to United States corporations, or in the United States, which we refer to as the “Publicly-Traded Test.”

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The jurisdictions where we and our ship-owning subsidiaries are incorporated grant “equivalent exemptions” to United States corporations. Therefore, we will be exempt from United States federal income taxation with respect to our U.S. source shipping income if we satisfy either the 50% Ownership Test or the Publicly-Traded Test.

50% Ownership Test

Under the regulations, a foreign corporation will satisfy the 50% Ownership Test for a taxable year if (i) for at least half of the number of days in the taxable year, more than 50% of the value of its stock is owned, directly or constructively through the application of certain attribution rules prescribed by the regulations, by one or more shareholders who are residents of foreign countries that grant “equivalent exemption” to corporations organized in the United States and (ii) the foreign corporation satisfies certain substantiation and reporting requirements with respect to such shareholders.

We did not satisfy the 50% Ownership Test for our 2022 taxable year. Furthermore, these substantiation requirements are onerous and therefore there can be no assurance that we would be able to satisfy them, even if our share ownership would otherwise satisfy the requirements of the 50% Ownership Test.

Publicly-Traded Test

The regulations provide that the stock of a foreign corporation will be considered to be “primarily traded” on an established securities market in a country if the number of shares of each class of stock used to satisfy the Publicly Traded Test that is traded during the taxable year on all established securities markets in that country exceeds the number of shares in each such class that is traded during that year on established securities markets in any other single country.

Under the regulations, the stock of a foreign corporation will be considered “regularly traded” if one or more classes of its stock representing 50% or more of its outstanding shares, by total combined voting power of all classes of stock entitled to vote and by total combined value of all classes of stock, are listed on one or more established securities markets (such as the Nasdaq Capital Market), which we refer to as the “listing threshold.”

The regulations further require that with respect to each class of stock relied upon to meet the listing threshold: (i) such class of the stock is traded on the market, other than in minimal quantities, on at least sixty (60) days during the taxable year or one-sixth (1/6) of the days in a short taxable year; and (ii) the aggregate number of shares of such class of stock traded on such market is at least 10% of the average number of shares of such class of stock outstanding during such year or as appropriately adjusted in the case of a short taxable year. Even if a foreign corporation does not satisfy both tests, the regulations provide that the trading frequency and trading volume tests will be deemed satisfied by a class of stock if such class of stock is traded on an established market in the United States and such class of stock is regularly quoted by dealers making a market in such stock.

Notwithstanding the foregoing, the regulations provide, in pertinent part, that a class of stock will not be considered to be “regularly traded” on an established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class of stock are owned, actually or constructively under specified attribution rules, on more than half the days during the taxable year by persons who each own directly or indirectly 5% or more of the vote and value of such class of stock, whom we refer to as “5% Shareholders.” We refer to this restriction in the regulations as the “Closely-Held Rule.”

For purposes of being able to determine our 5% Shareholders, the regulations permit a foreign corporation to rely on Schedule 13G and Schedule 13D filings with the Commission. The regulations further provide that an investment company that is registered under the Investment Company Act of 1940, as amended, will not be treated as a 5% Shareholder for such purposes.

Based on our analysis of our shareholdings during 2022, we believe we satisfy the Publicly-Traded Test for the entire 2022 year in that less than 50% of our issued and outstanding shares were held by 5% Shareholders for more than half the days during the 2022 taxable year.

Due to the factual nature of the issues involved, there can be no assurance that we or any of our subsidiaries will qualify for the benefits of Section 883 of the Code for our subsequent taxable years.

Taxation in Absence of Exemption

To the extent the benefits of Section 883 are unavailable, our U.S. source gross shipping income, to the extent not considered to be “effectively connected” with the conduct of a U.S. trade or business, as described below, would be subject to a 4% tax imposed by Section 887 of the Code on a gross basis, without the benefit of deductions, otherwise referred to as the “4% Tax.” Since under the sourcing rules described above, no more than 50% of our shipping income would be treated as being derived from U.S. sources, the maximum effective rate of U.S. federal income tax on our shipping income would never exceed 2% under the 4% Tax.

To the extent the benefits of the Section 883 exemption are unavailable and our U.S. source gross shipping income is considered to be “effectively connected” with the conduct of a U.S. trade or business, as described below, any such “effectively connected” U.S. source gross shipping income, net of applicable deductions, would be subject to the U.S. federal corporate income tax currently imposed at a rate of 21%. In addition, we may be subject to the 30% “branch profits” tax on earnings effectively connected with the conduct of such trade or business, as determined after allowance for certain adjustments, and for certain interest paid or deemed paid attributable to the conduct of our U.S. trade or business.

Our U.S. source gross shipping income would be considered “effectively connected” with the conduct of a U.S. trade or business only if:

•

we have, or are considered to have, a fixed place of business in the United States involved in the earning of shipping income; and

•

substantially all of our U.S. source gross shipping income is attributable to regularly scheduled transportation, such as the operation of a vessel that follows a published schedule with repeated sailings at regular intervals between the same points for voyages that begin or end in the United States, or, in the case of income from the leasing of a vessel, is attributable to a fixed place of business in the United States.

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We do not intend to have, or permit circumstances that would result in having, any vessel operating to the United States on a regularly scheduled basis, or earning income from the leasing of a vessel attributable to a fixed place of business in the United States. Based on the foregoing and on the expected mode of our shipping operations and other activities, we believe that none of our U.S. source gross shipping income will be “effectively connected” with the conduct of a U.S. trade or business.

United States Taxation of Gain on Sale of Vessels

Regardless of whether we qualify for exemption under Section 883, we will not be subject to United States federal income taxation with respect to gain realized on a sale of a vessel, provided the sale is considered to occur outside of the United States under United States federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purpose if title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. It is expected that any sale of a vessel by us will be considered to occur outside of the United States.

United States Federal Income Taxation of U.S. Holders

Taxation of Distributions Paid on Common Stock

Subject to the passive foreign investment company, or PFIC, rules discussed below, any distributions made by us with respect to common shares to a U.S. Holder will generally constitute dividends, which may be taxable as ordinary income or “qualified dividend income” as described in more detail below, to the extent of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of our earnings and profits will be treated first as a non-taxable return of capital to the extent of the U.S. Holder's tax basis in his common shares on a dollar-for-dollar basis and thereafter as capital gain. Because we are not a U.S. corporation, U.S. Holders that are corporations will generally not be entitled to claim a dividends-received deduction with respect to any distributions they receive from us.

Dividends paid on common shares to a U.S. Holder which is an individual, trust, or estate (a “U.S. Non-Corporate Holder”) will generally be treated as “qualified dividend income” that is taxable to such shareholders at preferential U.S. federal income tax rates provided that (1) the common shares are readily tradable on an established securities market in the United States (such as the Nasdaq Capital Market on which the common shares are currently listed); (2) we are not a passive foreign investment company, or PFIC, for the taxable year during which the dividend is paid or the immediately preceding taxable year (which we do not believe we are or have been, and do not expect to be); (3) the U.S. Non-Corporate Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend; and (4) certain other conditions are met.

Any dividends paid by us which are not eligible for these preferential rates will be taxed as ordinary income to a U.S. Holder.

Special rules may apply to any “extraordinary dividend”—generally, a dividend in an amount which is equal to or in excess of 10% of a shareholder's adjusted basis in a common share—paid by us. If we pay an “extraordinary dividend” on our common stock that is treated as “qualified dividend income,” then any loss derived by a U.S. Non-Corporate Holder from the sale or exchange of such common stock will be treated as long-term capital loss to the extent of such dividend.

Sale, Exchange or other Disposition of Common Shares

Assuming we do not constitute a PFIC for any taxable year, a U.S. Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of our common shares in an amount equal to the difference between the amount realized by the U.S. Holder from such sale, exchange or other disposition and the U.S. Holder's tax basis in such stock. Such gain or loss will be treated as long-term capital gain or loss if the U.S. Holder's holding period in the common shares is greater than one year at the time of the sale, exchange or other disposition. A U.S. Holder's ability to deduct capital losses is subject to certain limitations.

Passive Foreign Investment Company Rules

Special U.S. federal income tax rules apply to a U.S. Holder that holds stock or warrants in a foreign corporation classified as a PFIC for U.S. federal income tax purposes. In general, we will be treated as a PFIC with respect to a U.S. Holder if, for any taxable year in which such holder held our common shares or warrants, either:

•	at least 75% of our gross income for such taxable year consists of passive income (e.g., dividends, interest, capital gains and rents derived other than in the active conduct of a rental business); or
•	at least 50% of the average value of the assets held by us during such taxable year produce, or is held for the production of, passive income.
---	---

For purposes of determining whether we are a PFIC, we will be treated as earning and owning our proportionate share of the income and assets, respectively, of any of our subsidiary companies in which we own at least 25% of the value of the subsidiary's stock or other ownership interest. Income earned, or deemed earned, by us in connection with the performance of services should not constitute passive income. By contrast, rental income, which includes bareboat hire, would generally constitute “passive income” unless we are treated under specific rules as deriving rental income in the active conduct of a trade or business.

Based on our current operations and future projections, we do not believe that we are or have been a PFIC during our 2022 taxable year, nor do we expect to become, a PFIC with respect to our 2023 taxable year or any future taxable year. Although there is no legal authority directly on point, our belief is based principally on the position that, for purposes of determining whether we are a PFIC, the gross income we derive or are deemed to derive from the time chartering and voyage chartering activities of our wholly owned subsidiaries should constitute services income, rather than rental income. Correspondingly, we believe that such income does not constitute passive income, and the assets that we or our wholly owned subsidiaries own and operate in connection with the production of such income, in particular the vessels, do not constitute passive assets for purposes of determining whether we are a PFIC. We believe there is substantial legal authority supporting our position consisting of case law and Internal Revenue Service pronouncements concerning the characterization of income derived from time charters and voyage charters as services income for other tax purposes. However, there is also authority which characterizes time charter income as rental income rather than services income for other tax purposes. It should be noted that in the absence of any legal authority specifically relating to the statutory provisions governing PFICs, the Internal Revenue Service or a court could disagree with this position. In addition, although we intend to conduct our affairs in a manner so as to avoid being classified as a PFIC with respect to any taxable year, there can be no assurance that the nature of our operations will not change in the future.

As discussed more fully below, if we were to be treated as a PFIC for any taxable year, a U.S. Holder would be subject to different taxation rules depending on whether the U.S. Holder makes an election to treat us as a “Qualified Electing Fund,” which election is referred to as a “QEF election.” As an alternative to making a QEF election, a U.S. Holder should be able to make a “mark-to-market” election with respect to the common shares, as discussed below. In addition, if we were to be treated as a PFIC, a U.S. Holder would be required to file an IRS Form 8621 with respect to such holder's common stock.

Taxation of U.S. Holders Making a Timely QEF Election

If a U.S. Holder makes a timely QEF election, which U.S. Holder is referred to as an “Electing Holder,” the Electing Holder must report each year for U.S. federal income tax purposes its pro rata share of our ordinary earnings and its net capital gain, if any, for our taxable year that ends with or within the taxable year of the Electing Holder, regardless of whether or not distributions were received from us by the Electing Holder. The Electing Holder's adjusted tax basis in the common shares will be increased to reflect taxed but undistributed earnings and profits. Distributions of earnings and profits that had been previously taxed will result in a corresponding reduction in the adjusted tax basis in the common shares and will not be taxed again once distributed. An Electing Holder would generally recognize capital gain or loss on the sale, exchange or other disposition of the common shares. A U.S. Holder would make a QEF election with respect to any year that we are a PFIC by filing IRS Form 8621 with his, her or its U.S. federal income tax return. After the end of each taxable year, we will determine whether we were a PFIC for such taxable year. If we determine or otherwise become aware that we are a PFIC for any taxable year, we will use commercially best efforts to provide each U.S. Holder with all necessary information, including a PFIC Annual Information Statement, in order to enable such holder to make a QEF election for such taxable year.

Taxation of U.S. Holders Making a “Mark-to-Market” Election

Alternatively, if we were to be treated as a PFIC for any taxable year and, as anticipated, our common stock is treated as “marketable stock,” a U.S. Holder would be allowed to make a “mark-to-market” election with respect to our common shares. If that election is made, the U.S. Holder generally would include as ordinary income in each taxable year the excess, if any, of the fair market value of the common shares at the end of the taxable year over such U.S. Holder's adjusted tax basis in the common shares. The U.S. Holder would also be permitted an ordinary loss in respect of the excess, if any, of the U.S. Holder's adjusted tax basis in the common shares over its fair market value at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election. A U.S. Holder's tax basis in his common shares would be adjusted to reflect any such income or loss amount. Gain realized on the sale, exchange or other disposition of the common shares would be treated as ordinary income, and any loss realized on the sale, exchange or other disposition of the common shares would be treated as ordinary loss to the extent that such loss does not exceed the net mark-to-market gains previously included by the U.S. Holder.

Taxation of U.S. Holders Not Making a Timely QEF or Mark-to-Market Election

Finally, if we were to be treated as a PFIC for any taxable year, a U.S. Holder who does not make either a QEF election or a “mark-to-market” election for that year, whom we refer to as a “Non-Electing Holder,” would be subject to special rules with respect to (1) any excess distribution (i.e., the portion of any distributions received by the Non-Electing Holder on our common stock in a taxable year in excess of 125 percent of the average annual distributions received by the Non-Electing Holder in the three preceding taxable years, or, if shorter, the Non-Electing Holder's holding period for the common stock), and (2) any gain realized on the sale, exchange or other disposition of our common stock. Under these special rules:

•	the excess distribution or gain would be allocated ratably over the Non-Electing Holders' aggregate holding period for the common stock;
•	the amount allocated to the current taxable year and any taxable year before we became a passive foreign investment company would be taxed as ordinary income; and
---	---
•	the amount allocated to each of the other taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year, and an interest charge for the<br> deemed deferral benefit would be imposed with respect to the resulting tax attributable to each such other taxable year.
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These penalties would not apply to a pension or profit sharing trust or other tax-exempt organization that did not borrow funds or otherwise utilize leverage in connection with its acquisition of our common stock. If a Non-Electing Holder who is an individual dies while owning our common stock, such Non-Electing Holder's successor generally would not receive a step-up in tax basis with respect to such stock.

Net Investment Income Tax

A U.S. Holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8% tax on the lesser of (1) such U.S. Holder's “net investment income” (or undistributed “net investment income” in the case of estates and trusts) for the relevant taxable year and (2) the excess of such U.S. Holder's modified adjusted gross income for the taxable year over a certain threshold (which in the case of individuals will be between $125,000 and $250,000, depending on the individual's circumstances). A U.S. Holder's net investment income will generally include its gross dividend income and its net gains from the disposition of the common shares, unless such dividends or net gains are derived in the ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). Net investment income generally will not include a U.S. Holder's pro rata share of the Company's income and gain (if we are a PFIC and that U.S. Holder makes a QEF election, as described above in “—Taxation of U.S. Holders Making a Timely QEF Election”). However, a U.S. Holder may elect to treat inclusions of income and gain from a QEF election as net investment income. Failure to make this election could result in a mismatch between a U.S. Holder's ordinary income and net investment income. If you are a U.S. Holder that is an individual, estate or trust, you are urged to consult your tax advisor regarding the applicability of the net investment income tax to your income and gains in respect of your investment in our common shares.

United States Federal Income Taxation of Non-U.S. Holders

Dividends paid to a Non-U.S. Holder with respect to our common stock generally should not be subject to U.S. federal income tax, unless the dividends are effectively connected with the Non-U.S. Holder's conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base that such holder maintains in the United States).

In addition, a Non-U.S. Holder generally should not be subject to U.S. federal income tax on any gain attributable to a sale or other disposition of our common stock unless such gain is effectively connected with its conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, is attributable to a permanent establishment or fixed base that such holder maintains in the United States) or the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of sale or other disposition and certain other conditions are met (in which case such gain from United States sources may be subject to tax at a 30% rate or a lower applicable tax treaty rate).

Dividends and gains that are effectively connected with the Non-U.S. Holder's conduct of a trade or business in the United States (and, if required by an applicable income tax treaty, are attributable to a permanent establishment or fixed base in the United States) generally should be subject to tax in the same manner as for a U.S. Holder and, if the Non-U.S. Holder is a corporation for U.S. federal income tax purposes, it also may be subject to an additional branch profits tax at a 30% rate or a lower applicable tax treaty rate.

Backup Withholding and Information Reporting

In general, information reporting for U.S. federal income tax purposes should apply to distributions made on our common stock within the United States to a non-corporate U.S. Holder and to the proceeds from sales and other dispositions of our common stock to or through a U.S. office of a broker by a non-corporate U.S. Holder. Payments made (and sales and other dispositions effected at an office) outside the United States will be subject to information reporting in limited circumstances.

In addition, backup withholding of U.S. federal income tax, currently at a rate of 24%, generally should apply to distributions paid on our common stock to a non-corporate U.S. Holder and the proceeds from sales and other dispositions of our common stock by a non-corporate U.S. Holder, who:

•	fails to provide an accurate taxpayer identification number;
•	is notified by the IRS that backup withholding is required; or
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•	fails in certain circumstances to comply with applicable certification requirements.
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A Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Backup withholding is not an additional tax. Rather, the amount of any backup withholding generally should be allowed as a credit against a U.S. Holder's or a Non-U.S. Holder's U.S. federal income tax liability and may entitle such holder to a refund, provided that certain required information is timely furnished to the IRS.

Individuals who are U.S. Holders (and to the extent specified in applicable Treasury regulations, certain individuals who are Non-U.S. Holders and certain U.S. entities) who hold “specified foreign financial assets” (as defined in Section 6038D of the Code) are required to file IRS Form 8938 with information relating to the asset for each taxable year in which the aggregate value of all such assets exceeds $75,000 at any time during the taxable year or $50,000 on the last day of the taxable year (or such higher dollar amount as prescribed by applicable Treasury regulations). Specified foreign financial assets would include, among other assets, our common shares, unless the shares are held through an account maintained with a U.S. financial institution. Substantial penalties apply to any failure to timely file IRS Form 8938, unless the failure is shown to be due to reasonable cause and not due to willful neglect. Additionally, in the event an individual U.S. Holder (and to the extent specified in applicable Treasury regulations, an individual Non-U.S. Holder or a U.S. entity) that is required to file IRS Form 8938 does not file such form, the statute of limitations on the assessment and collection of U.S. federal income taxes of such holder for the related tax year may not close until three years after the date that the required information is filed. U.S. Holders (including U.S. entities) and Non-U.S. Holders are encouraged to consult their own tax advisors regarding their reporting obligations under this legislation.

Marshall Islands Tax Consequences

We are incorporated in the Republic of the Marshall Islands. Under current Marshall Islands law, we are not subject to tax on income or capital gains, no Marshall Islands withholding tax will be imposed upon payment of dividends by us to its shareholders, and holders of our common stock that are not residents of or domiciled or carrying on any commercial activity in the Republic of the Marshall Islands will not be subject to Marshall Islands tax on the sale or other disposition of our common stock.

F.	Dividends and paying agents

Not applicable.

G.	Statement by experts

Not applicable.

H.	Documents on display

We file annual reports and other information with the Commission. You may inspect and copy any report or document we file, including this annual report and the accompanying exhibits, at the Commission's public reference facilities located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the public reference facilities by calling the Commission at 1-800-SEC-0330, and you may obtain copies at prescribed rates. Our Commission filings are also available to the public at the website maintained by the Commission at http://www.sec.gov, as well as on our website at http://www.seanergymaritime.com. Information on our website does not constitute a part of this annual report and is not incorporated by reference.

We will also provide without charge to each person, including any beneficial owner of our common stock, upon written or oral request of that person, a copy of any and all of the information that has been incorporated by reference in this annual report. Please direct such requests to Investor Relations, Seanergy Maritime Holdings Corp., 154 Vouliagmenis Avenue, 166 74 Glyfada, Greece, telephone number +30 213 0181507 or facsimile number +30 210 9638404.

I.	Subsidiary information

Not applicable.

ITEM 11.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We are exposed to risks associated with changes in interest rates relating to our unhedged variable–rate borrowings, according to which we pay interest at LIBOR or SOFR plus a margin; as such increases in interest rates could affect our results of operations and ability to service our debt. As of December 31, 2022, we had aggregate variable-rate borrowings, of $214.8 million. An increase of 1% in the interest rates of our variable-rate borrowings, as of December 31, 2022 would increase our interest payments $1.5 million per year. We have not entered into any hedging contracts to protect against interest rate fluctuations.

Foreign Currency Exchange Rate Risk

We generate all of our revenue in U.S. dollars. The minority of our operating expenses (approximately 8% in 2022) and less than half of our general and administration expenses (approximately 44% in 2022) are in currencies other than the U.S. dollar, primarily the Euro. For accounting purposes, expenses incurred in other currencies are converted into U.S. dollars at the exchange rate prevailing on the date of each transaction. We do not consider the risk from exchange rate fluctuations to be material for our results of operations, as during 2022, these non-US dollar expenses represented 11% of our revenues. However, the portion of our business conducted in other currencies could increase in the future, which could expand our exposure to losses arising from exchange rate fluctuations. We have not hedged currency exchange risks associated with our expenses.

ITEM 12.	DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.

PART II

ITEM 13.	DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14.	MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

On July 2, 2021, we adopted a shareholders rights agreement, pursuant to which each of our common shares includes one preferred stock purchase right that entitles the holder to purchase from us a unit consisting of one-thousandth of a share of our Series A Participating Preferred Shares if any third-party seeks to acquire control of a substantial block of our common shares without the approval of our board of directors. See “Description of Securities” attached to this annual report as Exhibit 2.5 for a description of our shareholders rights agreement.

ITEM 15.	CONTROLS AND PROCEDURES
a)	Disclosure Controls and Procedures
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Management (our Chief Executive Officer and our Chief Financial Officer) has evaluated the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Rules 13a-15(e) and 15d-15(e) under the U.S. Securities Exchange Act of 1934, as amended, or the Exchange Act, as of the end of the period covered by this annual report (as of December 31, 2022). The term disclosure controls and procedures is defined under the Commission's rules as controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company's management (our Chief Executive Officer and our Chief Financial Officer, or persons performing similar functions) as appropriate to allow timely decisions regarding required disclosure. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective as of the evaluation date.

b)	Management's Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is identified in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and our Chief Financial Officer and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. GAAP.

Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect transactions and dispositions of assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures are being made only in accordance with the authorization of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the consolidated financial statements.

Management (our Chief Executive Officer and our Chief Financial Officer), has assessed the effectiveness of our internal control over financial reporting as of December 31, 2022, based on the framework established in Internal Control - Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management has determined that the Company's internal control over financial reporting is effective as of December 31, 2022.

However, it should be noted that because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements with certainty even when determined to be effective and can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate / obsolete because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate.

Deloitte Certified Public Accountants S.A. (“Deloitte”), our independent registered public accounting firm, has audited the financial statements included herein and our internal control over financial reporting and has issued an attestation report on the effectiveness of our internal control over financial reporting as of December 31, 2022 which is reproduced in its entirety in Item 15(c) below.

c)	Attestation Report of the Registered Public Accounting Firm

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2022 has been audited by Deloitte Certified Public Accountants S.A., an independent registered public accounting firm, as stated in their report which appears below.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Seanergy Maritime Holdings Corp.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Seanergy Maritime Holdings Corp. and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2022, of the Company and our report dated March 31, 2023, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Management’s Annual Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte Certified Public Accountants S.A.

Athens, Greece

March 31, 2023

We have served as the Company’s auditor since 2022.

d)	Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the year covered by this annual report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16.	[RESERVED]
ITEM 16A.	AUDIT COMMITTEE FINANCIAL EXPERT
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Our board of directors has determined that Mr. Dimitrios Anagnostopoulos, an independent director and a member of our audit committee, is an “Audit Committee Financial Expert” under Commission rules and the corporate governance rules of the Nasdaq Stock Market.

ITEM 16B.	CODE OF ETHICS

We have adopted a Code of Business Conduct and Ethics that applies to our employees, officers and directors. Our Code of Business Conduct and Ethics is available on the Corporate Governance section of our website at www.seanergymaritime.com. Information on our website does not constitute a part of this annual report and is not incorporated by reference. We will also provide a hard copy of our Code of Business Conduct and Ethics free of charge upon written request. We intend to disclose any waivers to or amendments of the Code of Business Conduct and Ethics for the benefit of any of our directors and executive officers within 5 business days of such waiver or amendment. Shareholders may direct their requests to the attention of Investor Relations, Seanergy Maritime Holdings Corp., 154 Vouliagmenis Avenue, 16674 Glyfada.

ITEM 16C.	PRINCIPAL ACCOUNTANT FEES AND SERVICES

Deloitte Certified Public Accountants S.A. (“Deloitte”), an independent registered public accounting firm, has audited our annual financial statements acting as our independent auditor for the fiscal year ended December 31, 2022. Ernst & Young (Hellas) Certified Auditors Accountants S.A. (“EY”), an independent registered public accounting firm, has audited our annual financial statements acting as our independent auditor for the fiscal year ended December 31, 2021. Audit, audit-related and non-audit services billed and accrued from Deloitte Certified Public Accountants S.A. and Ernst & Young (Hellas) Certified Auditors Accountants S.A., as applicable are as follows:

	2022		2021
Audit fees	$	300,000	$	345,000
Audit related fees		-		144,000
Tax fees		-		-
All other fees		-		-
Total fees	$	300,000	$	489,000

Audit fees for 2022 related to professional services rendered for the audit of our financial statements and the audit of internal control over financial reporting for the year ended December 31, 2022. Audit fees for 2021 related to professional services rendered for the audit of our financial statements and the audit of internal control over financial reporting for the year ended December 31, 2021. Audit related fees for 2021 related to services provided related to our equity offerings during 2021. As per the audit committee charter, our audit committee pre-approves all audit, audit-related and non-audit services not prohibited by law to be performed by our independent registered public accounting firm and associated fees prior to the engagement of the independent registered public accounting firm with respect to such services.

ITEM 16D.	EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

ITEM 16E.	PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
Month	Total<br><br> <br>Number of<br><br> <br>Shares (or<br><br> <br>Units)<br><br> <br>Purchased		Average<br><br> <br>Price Paid<br><br> <br>per Share (or<br><br> <br>Units)		Total Number of Shares<br><br> <br>(or Units) Purchased as<br><br> <br>Part of Publicly Announced Plans or<br><br> <br>Programs		Maximum Number (or<br><br> <br>Approximate Dollar Value) of<br><br> <br>Shares (or Units) that May Yet<br><br> <br>Be Purchased Under the Plans<br><br> <br>or Programs
---	---	---	---	---	---	---	---	---
January 1 – 10, 2023		4,038,114		0.20		4,038,114	$	0

The Company’s Chairman and Chief Executive Officer acquired during 2022 a total of 4,950 common shares in the open market.

On June 28, 2022, our Board of Directors authorized a new share repurchase plan pursuant to which we could repurchase up to $5.0 million of our outstanding common shares, convertible note, and warrants until December 31, 2022. On November 28, 2022, the Board of Directors authorized the extension of the Buyback Plan until December 31, 2023. No repurchases have been made under this plan as of the date of this annual report.

On November 28, 2022, the Board of Directors authorized also a tender offer to purchase our outstanding Class E Warrants to purchase one common share, par value $0.0001, at a price of $0.20 per warrant. The tender offer expired at 5:00 P.M., Eastern Time, on January 10, 2023. A total of 4,038,114 Class E Warrants were tendered under the tender offer, representing approximately 47% of the outstanding Class E Warrants.

ITEM 16F.	CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

Ernst & Young (Hellas) Certified Auditors Accountants S.A. served as our independent auditor for the fiscal years ended 2021 and 2020.

As previously reported on our Form 6-K filed with the SEC on June 3, 2022, on May 23, 2022, our audit committee and board of directors, approved the engagement of Deloitte Certified Public Accountants S.A. to audit our financial statements for the fiscal year ended December 31, 2022.

ITEM 16G.	CORPORATE GOVERNANCE

As a foreign private issuer, as defined in Rule 3b-4 under the Exchange Act, the Company is permitted to follow certain corporate governance rules of its home country in lieu of Nasdaq's corporate governance rules. The Company's corporate governance practices deviate from Nasdaq's corporate governance rules in the following ways:

•	In lieu of obtaining shareholder approval prior to the issuance of designated securities or the adoption of equity compensation plans or material amendments to such equity compensation plans, we will<br> comply with provisions of the BCA, providing that the board of directors approve share issuances and adoptions of and material amendments to equity compensation plans. Likewise, in lieu of obtaining shareholder approval prior to the<br> issuance of securities in certain circumstances, consistent with the BCA and our restated articles of incorporation, as amended, and third amended and restated bylaws, the board of directors approves certain share issuances.
•	The Company's board of directors is not required to have an Audit Committee comprised of at least three members. Our Audit Committee is comprised of two members.
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•	The Company's board of directors is not required to meet regularly in executive sessions without management present.
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•	As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to Nasdaq pursuant to Nasdaq corporate governance rules or Marshall Islands law. Consistent with Marshall<br> Islands law and as provided in our third amended and restated bylaws, we will notify our shareholders of meetings between 15 and 60 days before the meeting. This notification will contain, among other things, information regarding<br> business to be transacted at the meeting.
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Other than as noted above, we are in full compliance with all other applicable Nasdaq corporate governance standards.

ITEM 16H.	MINE SAFETY DISCLOSURE

Not applicable.

ITEM 16I.	DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

Not applicable.

PART III

ITEM 17.	FINANCIAL STATEMENTS

See Item 18.

ITEM 18.	FINANCIAL STATEMENTS

The financial information required by this item, together with the report of Deloitte Certified Public Accountants S.A., is set forth on pages F-1 through F-47 and are filed as part of this annual report.

ITEM 19.	EXHIBITS
Exhibit Number	Description
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1.1	Restated Articles of Incorporation^(1)^
1.2	Amendment to Restated Articles of Incorporation dated June 29, 2020 ^(2)^
1.3	Amendment to Restated Articles of Incorporation dated February 15, 2023 ^(3)^
1.4	Third Amended and Restated Bylaws ^(4)^
2.1	Specimen Common Stock Certificate ^(5)^
2.2	Statement of Designation of the Series A Participating Preferred Shares of the Company^(6)^
2.3	Shareholders Rights Agreement, dated as of July 2, 2021, by and between Seanergy Maritime Holdings Corp.<br> and Continental Stock Transfer & Trust Company, as Rights Agent^(7)^
2.4	Statement of Designation of the Series B Preferred Shares of the Company^(8)^
2.5	Description of Securities*
4.1	Registration Rights Agreement dated March 26, 2010 between the registrant, United Capital Investments Corp.,<br> Atrion Shipholding S.A., Plaza Shipholding Corp. and Comet Shipholding Inc.^(9)^
4.2	Registration Rights Agreement dated January 4, 2012 between the registrant, United Capital Investments<br> Corp., Atrion Shipholding S.A., Plaza Shipholding Corp. and Comet Shipholding Inc.^(10)^
4.3	Registration Rights Agreement dated June 24, 2014 between the registrant, Comet Shipholding Inc. and Plaza<br> Shipholding Corp.^(11)^
4.4	Registration Rights Agreement dated September 29, 2014 between the registrant, Comet Shipholding Inc. and<br> Plaza Shipholding Corp.^(12)^
4.5	Amended and Restated 2011 Equity Incentive Plan of the registrant adopted on March 27, 2023*

4.6	Form of Ship Technical Management Agreement with V.Ships Greece for the M/V Friendship*
4.7	Form of Ship Technical Management Agreement with V.Ships Greece for the M/V Championship*
4.8	Form of Ship Technical Management Agreement with Seanergy Shipmanagement^(13)^
4.9	Form of Ship Technical Management Agreement with Seanergy Shipmanagement for the M/V Friendship^(14)^
4.10	Commercial Management Agreement dated March 2, 2015 between Seanergy Management Corp. and Fidelity Marine<br> Inc.^(15)^
4.11	Amendment No. 1 dated September 11, 2015 between Seanergy Management Corp. and Fidelity Marine Inc. with<br> respect to the Commercial Management Agreement dated March 2, 2015^(16)^
4.12	Amendment No. 2 dated as of February 24, 2016 between Seanergy Management Corp. and Fidelity Marine Inc.<br> with respect to the Commercial Management Agreement dated March 2, 2015^(17)^
4.13	Amendment No. 3 dated February 1, 2018 between Seanergy Management Corp. and Fidelity Marine Inc. with<br> respect to the Commercial Management Agreement dated March 2, 2015^(18)^
4.14	Amendment No. 4 dated June 28, 2018 between Seanergy Management Corp. and Fidelity Marine Inc. with respect<br> to the Commercial Management Agreement dated March 2, 2015^(19)^
4.15	Amendment No. 5 dated November 3, 2021 between Seanergy Management Corp. and Fidelity Marine Inc. with<br> respect to the Commercial Management Agreement dated March 2, 2015^(20)^
4.16	Registration Rights Agreement dated March 12, 2015 between the registrant and Stamatios Tsantanis^(21)^
4.17	Revolving Convertible Note dated September 7, 2015 of the registrant to Jelco Delta Holding Corp.^(22)^
4.18	First Amendment dated December 1, 2015 between the registrant and Jelco Delta Holding Corp. with respect<br> to the Revolving Convertible Note dated September 7, 2015^(23)^
4.19	Second Amendment dated December 14, 2015 between the registrant and Jelco Delta Holding Corp. with<br> respect to the Revolving Convertible Note dated September 7, 2015^(24)^
4.20	Third Amendment dated January 27, 2016 between the registrant and Jelco Delta Holding Corp. with respect to<br> the Revolving Convertible Note dated September 7, 2015^(25)^
4.21	Fourth Amendment dated March 7, 2016 between the registrant and Jelco Delta Holding Corp. with respect to<br> the Revolving Convertible Note dated September 7, 2015^(26)^
4.22	Fifth Amendment dated April 21, 2016 between the registrant and Jelco Delta Holding Corp. with respect to the<br> Revolving Convertible Note dated September 7, 2015^(27)^
4.23	Sixth Amendment dated May 17, 2016 between the registrant and Jelco Delta Holding Corp. with respect to the<br> Revolving Convertible Note dated September 7, 2015^(28)^
4.24	Seventh Amendment dated June 16, 2016 between the registrant and Jelco Delta Holding Corp. with respect to the<br> Revolving Convertible Note dated September 7, 2015^(29)^
4.25	Eighth Amendment dated March 28, 2017 between the registrant and Jelco Delta Holding Corp. with respect to<br> the Revolving Convertible Note dated September 7, 2015^(30)^
4.26	Mutual Consent dated September 8, 2017 between the registrant and Jelco Delta Holding Corp. with respect<br> to the Revolving Convertible Note dated September 7, 2015^(31)^
4.27	Ninth Amendment dated September 27, 2017 between the registrant and Jelco Delta Holding Corp. with respect<br> to the Revolving Convertible Note dated September 7, 2015^(32)^
4.28	Tenth Amendment dated September 1, 2018 between the registrant and Jelco Delta Holding Corp. with respect<br> to the Revolving Convertible Note dated September 7, 2015^(33)^
4.29	Eleventh Amendment dated March 26, 2019 between the registrant and Jelco Delta Holding Corp. with respect<br> to the Revolving Convertible Note dated September 7, 2015^(34)^

4.30	Twelfth Amendment dated May 29, 2019 between the registrant and Jelco Delta Holding Corp. with respect to the<br> Revolving Convertible Note dated September 7, 2015^(35)^
4.31	Omnibus Supplemental Agreement relating to, inter alia, the revolving convertible notes, dated as of<br> December 31, 2020 between the registrant, Partner Shipping Co. Limited (formerly known as Partner Marine Co.), Emperor Holding Ltd. and Jelco Delta Holding Corp.^(36)^
4.32	Bareboat Charterparty dated June 28, 2018 between Knight Ocean Navigation Co. and Hanchen Limited^(37)^
4.33	Guarantee dated June 28, 2018 between the registrant and Hanchen Limited^(38)^
4.34	Sale and Purchase Agreement dated September 19, 2018 between Seanergy Management Corp. and Hyundai<br> Materials Corporation^(39)^
4.35	Addendum No. 1 to Sale and Purchase Agreement dated September 28, 2018 between Seanergy Management Corp.<br> and Hyundai Materials Corporation in respect of the Sale and Purchase Agreement dated September 19, 2018^(40)^
4.36	Bareboat Charter Agreement dated November 7, 2018 between Cargill International SA and Champion Marine Co.<br> for the MV Championship^(41)^
4.37	Registration Rights Agreement dated November 7, 2018 between the registrant and Cargill International SA^(42)^
4.38	Guarantee and Indemnity dated November 7, 2018 between the registrant and Cargill International SA^(43)^
4.39	Securities Purchase Agreement by and between the registrant and Jelco Delta Holding Corp. dated May 9, 2019^(44)^
4.40	Registration Rights Agreement by and between the registrant and Jelco Delta Holding Corp. dated May 9, 2019^(45)^
4.41	Bareboat Charter Agreement dated May 11, 2021 between with Cargill International SA and Flag Marine Co.<br> for the MV Flagship^(46)^
4.42	Guarantee and Indemnity in respect of Flagship dated May 11, 2021 between the registrant and Cargill<br> International SA^(47)^
4.43	Bareboat Charter dated June 22, 2021 between Sea 241 Leasing Co. Limited and Hellas Ocean Navigation<br> Co. for the MV Hellasship^(48)^
4.44	Guarantee in respect of Hellasship dated June 22, 2021 between the registrant and Sea 241 Leasing Co.<br> Limited^(49)^
4.45	Bareboat Charter dated June 22, 2021 between Sea 242 Leasing Co. Limited and Patriot Shipping Co. for<br> the MV Patriotship^(^^50)^
4.46	Guarantee in respect of Patriotship dated June 22, 2021 between the registrant and Sea 242 Leasing Co.<br> Limited^(51)^
4.47	Facility Agreement dated August 9, 2021 between Friend Ocean Navigation Co., Lord Ocean Navigation Co.,<br> Squire Ocean Navigation Co. and Alpha Bank S.A.^(52)^
4.48	First Supplemental Letter dated December 1, 2021 with respect to the Facility Agreement dated August 9,<br> 2021^(53)^
4.49	First Supplemental Agreement dated June 30, 2022 between the registrant, Duke Shipping Co. and Friend Ocean Navigation Co., Lord Ocean Navigation Co., Squire Ocean Navigation Co. and Alpha Bank S.A. with<br> respect to the Facility Agreement dated August 9, 2021*
4.50	Facility Agreement dated December 20, 2021 between the registrant, Sea Genius Shipping Co., and Sinopac<br> Capital International (HK) Limited^(54)^
4.51	Bareboat Charter Agreement dated February 25, 2022 between Artemis Lease 01 Limited and Partner Marine<br> Co. for the MV Partnership^(55)^
4.52	Performance Guarantee in respect of the MV Partnership<br> between the registrant and Artemis Lease 01 Limited dated February 25, 2022^(56)^
4.53	Facility Agreement dated June 21, 2022 between Duke Shipping Co. and Alpha Bank S.A.*
4.54	Facility Agreement dated June 22, 2022 between the registrant, World Shipping Co., Honor Shipping Co. and Piraeus Bank S.A.*
4.55	Facility Agreement dated October 10, 2022 between the registrant, Fellow Shipping Co., Premier Marine Co. and Danish Ship Finance A/S*

4.56	Facility Agreement dated December 15, 2022 between Paros Ocean Navigation Co. and Alpha Bank S.A.*
4.57	Class D Warrant Agency Agreement dated April 2, 2020 by and between Continental Stock Transfer & Trust Company<br> and the registrant^(57)^
4.58	Form of Class D Warrant Certificate^(58)^
4.59	Bareboat Charter Agreement dated March 29, 2023 between Great Something Co, Ltd. and Knight Ocean Navigation Co. for the MV<br> Knightship*
4.60	Addendum to the Bareboat Charter Agreement dated March 29, 2023 between Great Something Co., Ltd. and Knight Ocean<br> Navigation Co. for the MV Knightship, dated March 29, 2023*
4.61	Charterer Performance Guarantee in respect of the MV Knightship dated March 29, 2023 between the registrant and Great Something Co., Ltd.*
4.62	Representative’s Warrant^(59)^
4.63	Form of Class E Warrant Agency Agreement by and between the registrant and Continental Stock Transfer & Trust Company^(60)^
4.64	Form of Class E Warrant^(61)^
4.65	Securities Purchase Agreement dated as of December 30, 2020 between the registrant and Jelco Delta Holding Corp.^(62)^
4.66	Registration Rights Agreement dated as of December 31, 2020 between the registrant and Jelco Delta Holding Corp. ^(63)^
4.67	Form of Technical Management Agreement with Seanergy Shipmanagement Corp. for dry bulk vessels of United Maritime Corporation*
4.68	Contribution and Conveyance Agreement dated July 5, 2022 between the registrant and United Maritime Corporation*
4.69	Right of First Refusal and First Offer Agreement between the registrant and United Maritime Corporation*
4.70	Master Management Agreement dated July 5, 2022 between the registrant and United Maritime Corporation*
4.71	Commercial Management Agreement dated July 5, 2022 between Seanergy Management Corp. and United Maritime Corporation*
8.1	List of Subsidiaries*
12.1	Certificate of Principal Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act*
12.2	Certificate of Principal Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act*
13.1	Certificate of Principal Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
13.2	Certificate of Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
15.1	Consent of Deloitte Certified Public Accountants S.A.*
15.2	Consent of Ernst & Young (Hellas) Certified Auditors-Accountants S.A.*
101	The following financial information from the registrant’s annual report on Form 20-F for the fiscal year ended December 31, 2022, formatted in Extensible Business Reporting Language<br> (XBRL)*<br><br> <br>(1) Consolidated Balance Sheets as of December 31, 2022 and 2021;<br><br> <br>(2) Consolidated Statements of Income/(loss) for the years ended December 31, 2022, 2021 and 2020;<br><br> <br>(3) Consolidated Statements of Shareholders’ (Deficit) / Equity for the years ended December 31, 2022, 2021 and 2020; and<br><br> <br>(4) Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020.

*Filed herewith

(1)	Incorporated herein by reference to Exhibit 3.1 to the registrant's report on Form 6-k filed with the Commission on August 30, 2019.
(2)	Incorporated herein by reference to Exhibit 3.2 to the registrant’s registration statement on Form F-1 filed with the Commission on February 19, 2021.
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(3)	Incorporated herein by reference to Exhibit 3.8 to the registrant’s report on Form 6-K filed with the Commission on February 15, 2023.
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(4)	Incorporated herein by reference to Exhibit 99.2 to the registrant’s report on Form 6-K furnished with the Commission on September 25, 2020.
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(5)	Incorporated herein by reference to Exhibit 4.1 to the registrant's report on Form 6-K filed with the Commission on February 15, 2023.
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(6)	Incorporated herein by reference to Exhibit 3.1 to the registrant's report on Form 6-K filed with the Commission on July 2, 2021.
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(7)	Incorporated herein by reference to Exhibit 4.1 to the registrant's report on Form 6-K filed with the Commission on July 2, 2021.
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(8)	Incorporated herein by reference to Exhibit 99.4 to the registrant's report on Form 6-K filed with the Commission on December 10, 2021.
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(9)	Incorporated herein by reference to Exhibit 4.1 to the registrant's annual report on Form 20-F filed with the Commission on April 28, 2017.
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(10)	Incorporated herein by reference to Exhibit 4.2 to the registrant's annual report on Form 20-F filed with the Commission on April 28, 2017.
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(11)	Incorporated herein by reference to Exhibit C to the Schedule 13D/A related to the registrant filed by United Capital Investments Corp. with the Commission on September 12, 2014.
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(12)	Incorporated herein by reference to Exhibit D to the Schedule 13D related to the registrant filed by Jelco Delta Holding Corp. with the Commission on March 12, 2015.
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(13)	Incorporated herein by reference to Exhibit 4.10 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022.
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(14)	Incorporated herein by reference to Exhibit 4.11 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022.
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(15)	Incorporated herein by reference to Exhibit 4.52 to the registrant's annual report on Form 20-F filed with the Commission on April 21, 2015.
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(16)	Incorporated herein by reference to Exhibit 4.14 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
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(17)	Incorporated herein by reference to Exhibit 4.15 to the registrant's annual report on Form 20-F filed with the Commission on April 20, 2016.
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(18)	Incorporated herein by reference to Exhibit 4.13 to the registrant's annual report on Form 20-F filed with the Commission on March 7, 2018.
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(19)	Incorporated herein by reference to Exhibit 4.19 to the registrant's annual report on Form 20-F filed with the Commission on March 25, 2019.
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(20)	Incorporated herein by reference to Exhibit 4.17 to the registrant’s annual report on Form 20-F filed with the Commission on March 31,<br> 2022.
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(21)	Incorporated herein by reference to Exhibit 4.58 to the registrant's annual report on Form 20-F filed with the Commission on April 21, 2015.
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(22)	Incorporated herein by reference to Exhibit B to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on October 29, 2015.
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(23)	Incorporated herein by reference to Exhibit C to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on December 29, 2015.
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(24)	Incorporated herein by reference to Exhibit D to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on December 29, 2015.
(25)	Incorporated herein by reference to Exhibit A to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on February 11, 2016.
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(26)	Incorporated herein by reference to Exhibit A to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on March 14, 2016.
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(27)	Incorporated herein by reference to Exhibit 10.1 to the registrant's report on Form 6-K filed with the Commission on August 5, 2016.
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(28)	Incorporated herein by reference to Exhibit 10.2 to the registrant's report on Form 6-K filed with the Commission on August 5, 2016.
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(29)	Incorporated herein by reference to Exhibit 10.3 to the registrant's report on Form 6-K filed with the Commission on August 5, 2016.
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(30)	Incorporated herein by reference to Exhibit A to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on April 7, 2017.
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(31)	Incorporated herein by reference to Exhibit 10.34 to the registrant's registration statement on Form F-1 filed with the Commission on October 20, 2017.
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(32)	Incorporated herein by reference to Exhibit C to the Schedule 13D/A related to the registrant filed by Jelco Delta Holding Corp. with the Commission on October 20, 2017.
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(33)	Incorporated herein by reference to Exhibit 10.41 to the registrant's registration statement on Form F-1 filed with the Commission on November 8, 2018.
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(34)	Incorporated herein by reference to Exhibit 10.48 to the registrant's registration statement on Form F-1/A filed with the Commission on April 5, 2019.
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(35)	Incorporated herein by reference to Exhibit 4.51 to the registrant’s annual report on Form 20-F filed with the Commission on March 5, 2020.
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(36)	Incorporated herein by reference to Exhibit 99.7 to the registrant’s report on Form 6-K furnished with the Commission on January 15, 2021.
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(37)	Incorporated herein by reference to Exhibit 10.82 to the registrant's registration statement on Form F-1 filed with the Commission on November 8, 2018.
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(38)	Incorporated herein by reference to Exhibit 4.77 to the registrant's annual report on Form 20-F filed with the Commission on March 25, 2019.
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(39)	Incorporated herein by reference to Exhibit 10.89 to the registrant's registration statement on Form F-1 filed with the Commission on November 8, 2018.
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(40)	Incorporated herein by reference to Exhibit 10.90 to the registrant's registration statement on Form F-1 filed with the Commission on November 8, 2018.
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(41)	Incorporated herein by reference to Exhibit 4.92 to the registrant's annual report on Form 20-F filed with the Commission on March 25, 2019.
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(42)	Incorporated herein by reference to Exhibit 4.93 to the registrant's annual report on Form 20-F filed with the Commission on March 25, 2019.
(43)	Incorporated herein by reference to Exhibit 4.94 to the registrant's annual report on Form 20-F filed with the Commission on March 25, 2019.
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(44)	Incorporated herein by reference to Exhibit 4.4 to the registrant's report on Form 6-K filed with the Commission on May 17, 2019.
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(45)	Incorporated herein by reference to Exhibit 4.5 to the registrant's report on Form 6-K filed with the Commission on May 17, 2019.
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(46)	Incorporated herein by reference to Exhibit 4.53 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022.
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(47)	Incorporated herein by reference to Exhibit 4.54 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022.
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(48)	Incorporated herein by reference to Exhibit 4.55 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022.
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(49)	Incorporated herein by reference to Exhibit 4.56 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022.
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(50)	Incorporated herein by reference to Exhibit 4.57 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022.
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(51)	Incorporated herein by reference to Exhibit 4.58 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022.
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(52)	Incorporated herein by reference to Exhibit 4.59 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022.
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(53)	Incorporated herein by reference to Exhibit 4.60 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022.
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(54)	Incorporated herein by reference to Exhibit 4.62 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022.
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(55)	Incorporated herein by reference to Exhibit 4.63 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022.
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(56)	Incorporated herein by reference to Exhibit 4.64 to the registrant’s annual report on Form 20-F filed with the Commission on March 31, 2022.
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(57)	Incorporated herein by reference to Exhibit 4.1 to the registrant’s report on Form 6-K furnished with the Commission on April 3, 2020.
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(58)	Incorporated herein by reference to Exhibit 4.2 to the registrant’s report on Form 6-K furnished with the Commission on April 3, 2020.
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(59)	Incorporated herein by reference to Exhibit 4.4 to the registrant’s report on Form 6-K furnished with the Commission on April 3, 2020.
(60)	Incorporated herein by reference to Exhibit 4.1 to the registrant’s report on Form 6-K furnished to the Commission on August 19, 2020.
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(61)	Incorporated herein by reference to Exhibit 4.2 to the registrant’s report on Form 6-K furnished to the Commission on August 19, 2020.
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(62)	Incorporated herein by reference to Exhibit 99.2 to the registrant’s report on Form 6-K furnished with the Commission on January 15, 2021.
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(63)	Incorporated herein by reference to Exhibit 99.3 to the registrant’s report on Form 6-K furnished with the Commission on January 15, 2021.
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SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

	SEANERGY MARITIME HOLDINGS CORP.
	By:	/s/ Stamatios Tsantanis
	Name:	Stamatios Tsantanis
	Title:	Chairman & Chief Executive Officer
Date: March 31, 2023

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Reports of Independent Registered Public Accounting Firm (PCAOB ID 1163)	F-2
Reports of Independent Registered Public Accounting Firm (PCAOB ID 1457)	F-3
Consolidated Balance Sheets as of December 31, 2022 and 2021	F-4
Consolidated Statements of Operations for the years ended December 31, 2022, 2021 and 2020	F-5
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2022, 2021 and 2020	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2022, 2021 and 2020	F-7
Notes to Consolidated Financial Statements	F-8

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of Seanergy Maritime Holdings Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Seanergy Maritime Holdings Corp. (the “Company”) as of December 31, 2022, the related consolidated statement of operations, stockholders’ equity, and cash flows, for the year ended December 31, 2022, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022, and the results of its operations and its cash flows for the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 31, 2023, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

F-2

Impairment of Long-Lived Assets (Vessels)– Future Charter Rates – Refer to Note 2 of the consolidated financial statements.

Critical Audit Matter Description

The Company’s evaluation of its vessels for impairment involves an initial assessment of each vessel to determine whether events or changes in circumstances exist that may indicate that the carrying amount of the vessel is greater than its fair value and may no longer be recoverable. Total vessels carrying value as of December 31, 2022 was $434.1 million.

If indicators of impairment exist for a vessel, the Company determines the recoverable amount by estimating the undiscounted future cash flows associated with the vessel. If the carrying value of the vessel (plus the unamortized dry-docking costs) exceeds its undiscounted future net cash flows, the carrying value of the vessel is reduced to its fair value. The undiscounted cash flows incorporate various factors and significant assumptions, including estimated future charter rates for Capesize bulkers. Future charter rates reflect the estimated charter revenues which are based on a combination of charter rates estimates for the first calendar year, and the 10-year average historical charter earnings, of similar size vessels, excluding outliers for the period thereafter up to the end of the estimated useful life of the vessel. The estimated future charter rates are then adjusted for estimated commissions, expected off hires due to scheduled maintenance and estimated unexpected off hires and also adding an estimated premium for vessels with installed scrubbers, if applicable.

We identified future charter rates used in the undiscounted future cash flows analysis as a critical audit matter because of the complex judgements made by management to estimate future charter rates and the significant impact they have on undiscounted cash flows expected to be generated over the remaining useful life of the vessel.

This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s projected charter rates.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the future charter rates utilized in the undiscounted future cash flows included the following among others:

•	We tested the effectiveness of controls over management’s review of the impairment analysis, including the future charter rates used<br> within the undiscounted future cash flows analysis.
•	We evaluated the reasonableness of the Company’s estimate of future charter rates by:
---	---
o	Evaluating the Company’s methodology for estimating the future charter rates utilized. For the first calendar year the Company estimates the<br> daily future charter rate using the average of two published third party estimates. For the periods thereafter the Company bases its estimate on a published third party’s average 10-year historical daily charter earnings of similar size<br> vessels excluding outliers. These future charter rates are then adjusted for estimated commissions, expected off hires due to scheduled maintenance, estimated unscheduled off hires and estimated premium for vessels with installed<br> scrubbers.
---	---
o	Comparing the future charter rates utilized in the undiscounted future cash flow analysis to a) historical rate information for Capezise<br> bulkers published by third parties, b) the Company’s budget, c) other external market sources, including analysts’ reports, d) market reports on spreads on marine fuel (for determination of premium for scrubber fitted vessels), reports on<br> prospective market outlook, and e) the Company’s historical records to assess estimated commissions and off hires.
---	---
o	Considering the consistency of the assumptions used with evidence obtained in other areas of the audit. This included, among others, 1)<br> internal communications by management to the board of directors, and 2) external communications by management to analysts and investors.
---	---

/s/ Deloitte Certified Public Accountants S.A.

Athens, Greece

March 31, 2023

We have served as the Company’s auditor since 2022.

F-3

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of Seanergy Maritime Holdings Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Seanergy Maritime Holdings Corp. (the Company) as of December 31, 2021, the related consolidated statements of operations, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2021, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2021, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.

We served as the Company’s auditor from 2012 to 2022.

Athens, Greece

March 31, 2022,

except for the retroactive effect of the reverse stock split effected on February 16, 2023, described in Note 1 to the consolidated financial statements, as to which the date is

March 31, 2023

F-4

Seanergy Maritime Holdings Corp.

Consolidated Balance Sheets

December 31, 2022 and 2021

(In thousands of US Dollars, except for share and per share data)


ASSETS
Current assets:
Cash and cash equivalents	4	26,027		41,496
Term deposits		-		1,500
Restricted cash	4,7	1,650		1,180
Accounts receivable trade, net	12	720		-
Inventories	5	1,995		1,448
Prepaid expenses		1,096		1,118
Due from related parties	3	829		-
Assets held for sale	6	28,252		-
Other current assets		1,075		434
Total current assets		61,644		47,176
Fixed assets:
Vessels, net	6	434,133		426,062
Other fixed assets, net		412		405
Total fixed assets		434,545		426,467
Other non-current assets:
Deposits assets, non-current		1,325		1,325
Deferred charges and other investments, non-current	2	10,759		8,613
Restricted cash, non-current	4, 7	4,800		2,950
Operating lease, right-of-use asset	10	499		650
Other non-current assets		28		30
TOTAL ASSETS		513,600		487,211
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt and other financial liabilities, net of deferred finance costs and debt discounts of $1,856 and $1,347, respectively	7	35,051		68,473
Debt related to assets held for sale, net of deferred finance costs of $110 and $NIL, respectively	7	12,990		-
Current portion of convertible notes, net of deferred finance costs and debt discounts of $332<br> and $1,046, respectively	8	10,833		769
Liability from contract with related party	3,6	12,688		-
Trade accounts and other payables		7,826		5,762
Accrued liabilities		8,374		5,173
Operating lease liability	10	108		121
Deferred revenue	12	2,232		7,735
Other current liabilities	11,16	4,548		-
Total current liabilities		94,650		88,033
Non-current liabilities:
Long-term debt and other financial liabilities, net of current portion and deferred finance costs and debt discounts of $1,871 and $2,030, respectively	7	196,825		146,701
Convertible notes, non-current, net of current portion and deferred finance costs and debt discounts of $NIL and $1,597, respectively	8	-		6,804
Operating lease liability, non-current	10	391		529
Deferred revenue, non-current	12	35		538
Other liabilities, non-current		-		130
Total liabilities		291,901		242,735
Commitments and contingencies	10	-		-
STOCKHOLDERS’ EQUITY
Preferred stock, $0.0001 par value; 25,000,000 shares authorized; 20,000<br> and NIL shares issued and outstanding as at December 31, 2022 and 2021, respectively	11	-		-
Common stock, $0.0001 par value; 500,000,000 authorized shares as at December 31, 2022 and 2021; 18,191,614 and 17,298,613 shares issued and<br> outstanding as at December 31, 2022 and 2021, respectively	11	2		2
Additional paid-in capital	11	583,691		597,723
Accumulated deficit		(361,994	)	(353,249	)
Total stockholders’ equity		221,699		244,476
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		513,600		487,211

The accompanying notes are an integral part of these consolidated financial statements.

F-5

Seanergy Maritime Holdings Corp.

Consolidated Statements of Operations

For the years ended December 31, 2022, 2021 and 2020

(In thousands of US Dollars, except for share and per share data)


Vessel revenue, net	12	122,629		153,108		63,345
Fees from related parties	3	2,391		-		-
Revenue, net		125,020		153,108		63,345
Expenses:
Voyage expenses	12	(4,293	)	(16,469	)	(18,567	)
Vessel operating expenses		(43,550	)	(36,332	)	(22,347	)
Management fees		(1,368	)	(1,435	)	(1,052	)
General and administration expenses		(17,412	)	(13,739	)	(6,607	)
Amortization of deferred dry-docking costs	2	(4,880	)	(2,793	)	(2,319	)
Depreciation	6	(23,417	)	(17,151	)	(12,721	)
Gain on sale of vessel, net	6	-		697		-
(Loss) / gain on forward freight agreements, net		(417	)	24		-
Operating income / (loss)		29,683		65,910		(268	)
Other income / (expenses), net:
Interest and finance costs	12	(15,332	)	(17,779	)	(12,342	)
Interest and finance costs – related party	12	-		-		(11,083	)
Loss on extinguishment of debt	7	(1,291	)	(6,863	)	-
Gain on debt refinancing	7	-		-		5,144
Gain on spin-off of United Maritime Corporation	3	2,800		-		-
Interest and other income	3	1,361		161		208
Foreign currency exchange losses, net		(10	)	(81	)	(15	)
Total other expenses, net		(12,472	)	(24,562	)	(18,088	)
Net income / (loss) before income taxes		17,211		41,348		(18,356	)
Income taxes		28		-		-
Net income/ (loss)		17,239		41,348		(18,356	)
Net income / (loss) per common share, basic	13	0.97		2.70		(5.49	)
Net income / (loss) per common share, diluted	13	0.96		2.50		(5.49	)
Weighted average common shares<br> outstanding, basic	13	17,439,033		15,332,191		3,343,628
Weighted average common shares outstanding, diluted	13	17,684,048		19,133,753		3,343,628

The accompanying notes are an integral part of these consolidated financial statements.

F-6

Seanergy Maritime Holdings Corp.

Consolidated Statements of Stockholders’ Equity

For the years ended December 31, 2022, 2021 and 2020

(In thousands of US Dollars, except for share data)

				Common stock					Additional						Total
		Par<br><br> <br>Value		# of Shares			Par<br><br> <br>Value		paid-in<br><br> <br>capital			Accumulated<br><br> <br>deficit			stockholders’<br><br> <br>equity
Balance, January 1, 2020	-		-		168,125			-		406,099			(376,241	)		29,858
Issuance of common stock (including the exercise of warrants) (Note 11)	-		-		6,647,749			1		71,834			-			71,835
Stock based compensation (Note 15)	-		-		15,625			-		869			-			869
Issuable units (Note 7, 8 & 9)	-		-		-			-		6,021			-			6,021
Change in fair value of conversion option (Note 9)	-		-		-			-		4,924			-			4,924
Issuance of options for units (Note 9)	-		-		-			-		543			-			543
Net loss	-		-		-			-		-			(18,356	)		(18,356	)
Balance, December 31, 2020	-		-		6,831,499			1		490,290			(394,597	)		95,694
Issuance of common stock (including the exercise of warrants) (Note 11)	-		-		9,238,754			1		98,217			-			98,218
Issuance of common stock and warrants for repayment of subordinated long-term debt (Note 7)	-		-		428,571			-		3,000			-			3,000
Issuance of common stock upon conversion of convertible notes (Note 8)	-		-		300,000			-		3,600			-			3,600
Issuance of preferred shares to related party (Note 11)	20,000		-		-			-		250			-			250
Stock based compensation (Note 15)	-		-		670,000			-		5,097			-			5,097
Repurchase of common stock (Note 11)	-		-		(170,210	)		-		(1,708	)		-			(1,708	)
Repurchase of warrants (Note 11)	-		-		-			-		(1,023	)		-			(1,023	)
Net income	-		-		-			-		-			41,348			41,348
Balance, December 31, 2021	20,000		-		17,298,614			2		597,723			(353,249	)		244,476
Cumulative adjustment due to adoption of ASU 2020-06 (Note 8)	-		-		-			-		(21,165	)		10,216			(10,949	)
Issuance of common stock (including the exercise of warrants) (Note 11)	-		-		10,000			-		70			-			70
Stock based compensation (Note 15)	-		-		883,000			-		7,185			-			7,185
Repurchase of warrants (Note 11)	-		-		-			-		(122	)		-			(122	)
Dividends (1.25 per share) (Note 11)	-		-		-			-		-			(22,472	)		(22,472	)
United Maritime Corporation spin-off (Note 3)	-		-		-			-		-			(13,728	)		(13,728	)
Net income	-		-		-			-		-			17,239			17,239
Balance, December 31, 2022	20,000		-		18,191,614			2		583,691			(361,994	)		221,699

All values are in US Dollars.

The accompanying notes are an integral part of these consolidated financial statements.

F-7

Seanergy Maritime Holdings Corp.

Consolidated Statements of Cash Flows

For the years ended December 31, 2022, 2021 and 2020

(In thousands of US Dollars)


Cash flows from operating activities:
Net income/ (loss)	17,239		41,348		(18,356	)
Adjustments to reconcile net income (loss) to net cash provided by / (used in) operating activities:
Depreciation	23,417		17,151		12,721
Amortization of deferred dry-docking costs	4,880		2,793		2,319
Amortization of deferred finance costs and debt discounts	2,859		3,659		1,107
Amortization of convertible note beneficial conversion feature	-		2,887		5,518
Stock based compensation	7,185		5,097		869
Amortization of deferred finance costs and debt discounts – related party	-		-		201
Loss on extinguishment of debt	1,291		6,863		-
Gain on spin-off of United Maritime Corporation	(2,800	)	-		-
Gain on sale of vessel, net	-		(697	)	-
Gain on debt refinancing, gross of deferred financing fees and expenses	-		-		(5,556	)
Fair value measurement of units issued to former related party	-		-		596
Restructuring expenses	-		-		1,015
Changes in operating assets and liabilities:
Accounts receivable trade, net	(839	)	801		962
Inventories	(840	)	3,202		(788	)
Prepaid expenses	22		22		(740	)
Other current assets	(641	)	240		579
Deferred voyage expenses	-		621		(525	)
Deferred charges, non-current	(9,494	)	(6,433	)	(1,145	)
Other non-current assets	2		2		(3	)
Trade accounts and other payables	(589	)	348		(12,398	)
Accrued liabilities	2,155		2,187		3,526
Due from related parties	(595	)	-		-
Deferred revenue	(5,463	)	3,225		214
Deferred revenue, non-current	(503	)	(2,236	)	(301	)
Other liabilities, non-current	-		(320	)	450
Net cash provided by / (used in) operating activities	37,286		80,760		(9,735	)
Cash flows from investing activities:
Vessels acquisitions and improvements	(70,321	)	(197,214	)	(20,189	)
Advances from related party from sale of vessels	12,688		12,600		-
Investment in Series C preferred shares	(10,000	)	-		-
Proceeds from redemption of Series C preferred shares	10,000		-		-
Term deposits	1,500		100		(1,600	)
Purchase of other fixed assets	(130	)	(106	)	(75	)
Net cash used in investing activities	(56,263	)	(184,620	)	(21,864	)
Cash flows from financing activities:
Proceeds from issuance of common stock and warrants, net of underwriters fees and commissions	70		98,302		73,750
Proceeds from issuance of preferred stock	-		250		-
Payments for repurchase of common stock	-		(1,708	)	-
Payments for repurchase of warrants	-		(1,023	)	-
Proceeds from long-term debt and other financial<br> liabilities	124,800		180,320		22,500
Dividends paid	(17,924	)	-		-
Payments of financing and stock issuance costs	(1,420	)	(2,698	)	(3,640	)
Repayments of long-term debt and other financial liabilities	(89,698	)	(132,058	)	(52,514	)
Repayments of convertible notes	(10,000	)	(13,950	)	-
Repayments of related party debt	-		-		(1,000	)
Net cash provided by financing activities	5,828		127,435		39,096
Net (decrease) / increase in cash and cash equivalents and restricted cash	(13,149	)	23,575		7,497
Cash and cash equivalents and restricted cash at beginning of period	45,626		22,051		14,554
Cash and cash equivalents and restricted cash at end of period	32,477		45,626		22,051
SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the period for:
Interest	11,710		11,166		10,270
Noncash investing activities:
Vessels acquisitions and improvements	1,015		837		-
Noncash financing activities:
Dividends declared but not paid (Note 11)	4,548		-		-
Units issued for repayment of subordinated long-term debt (Note 7)	-		3,000		-
Repayment of subordinated long-term debt by issuance of units (Note 7)	-		(3,000	)	-
Common shares issued by conversion of notes (Note 8)	-		3,600		-
Notes reduction via conversion (Note 8)	-		(3,600	)	-
Units / shares issued to settle unpaid interest in connection with financing – former related party (Note 7, 8 & 9)	-		-		4,814
Units / shares issued to settle deferred finance cost in connection with financing – former related party (Note 7 & 8)	-		-		1,374
Change in fair value of conversion option (Note 9)	-		-		4,924
Issuance of option for units (Note 9)	-		-		543

The accompanying notes are an integral part of these consolidated financial statements.

F-8

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

1.	Basis of Presentation and General Information:

Seanergy Maritime Holdings Corp. (the “Company” or “Seanergy”) was formed under the laws of the Republic of the Marshall Islands on January 4, 2008, with executive offices located in Glyfada, Greece. The Company provides global transportation solutions in the dry bulk shipping sector through its subsidiaries.

The accompanying consolidated financial statements include the accounts of Seanergy Maritime Holdings Corp. and its subsidiaries (collectively, the “Company” or “Seanergy”).

On January 20, 2022, United Maritime Corporation (“United”) was incorporated by Seanergy (the “Parent”),

    under the laws of the Republic of the Marshall Islands to serve as the holding company of the vessel-owning subsidiary of the Gloriuship \(“United Maritime Predecessor” or the “Predecessor”\) upon
    effectiveness of the Spin Off \(described below\). On July 6, 2022, the Company announced that it has completed the spin-off of its wholly-owned subsidiary, United, effective July 5, 2022. United’s shares commenced trading on the Nasdaq Capital
    Market on July 6, 2022 under the symbol “USEA” \(Note 3\).

On June 30, 2020, the Company’s common stock began trading on a split-adjusted basis, following a June 25, 2020 approval from the Company’s board of directors to reverse split the Company’s common stock at a ratio of one-for-sixteen (Note 11). No fractional shares were issued in connection with the reverse split. Shareholders who would otherwise hold a fractional share of the Company’s common stock received a cash payment in lieu of such fractional share.

On February 16, 2023, the Company’s common stock began trading on a split-adjusted basis, following a February 9, 2023 approval from the Company’s board of directors to reverse split the Company’s common stock at a ratio of one-for-ten (Note 11). All share and per share amounts disclosed in the consolidated financial statements and notes give effect to this reverse stock split retroactively, for all periods presented. No fractional shares were issued in connection with the reverse split. Shareholders who would otherwise hold a fractional share of the Company’s common stock received a cash payment in lieu of such fractional share.

F-9

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

a. Subsidiaries in Consolidation:

Seanergy’s subsidiaries included in these consolidated financial statements as of December 31, 2022:

Company	Country of<br><br> <br>Incorporation	Vessel name	Date of Delivery	Date of<br><br> <br>Sale/Disposal/Sale<br> and leaseback
Seanergy Management Corp. (1)(2)	Marshall Islands	N/A	N/A	N/A
Seanergy Shipmanagement Corp. (1)(2)	Marshall Islands	N/A	N/A	N/A
Emperor Holding Ltd. (1)	Marshall Islands	N/A	N/A	N/A
Pembroke Chartering Services Limited (1)(3)(4)	Malta	N/A	N/A	N/A
Maritime Capital Shipping Limited (1)(4)	Bermuda	N/A	N/A	N/A
Sea Genius Shipping Co. (1)	Marshall Islands	Geniuship	October 13, 2015	N/A
Premier Marine Co. (1)	Marshall Islands	Premiership	September 11, 2015	N/A
Squire Ocean Navigation Co. (1)	Liberia	Squireship	November 10, 2015	N/A
Lord Ocean Navigation Co. (1)	Liberia	Lordship	November 30, 2016	N/A
Champion Marine Co. (1)(5)	Marshall Islands	Championship	November 7, 2018	N/A
Fellow Shipping Co. (1)	Marshall Islands	Fellowship	November 22, 2018	N/A
Friend Ocean Navigation Co. (1)	Liberia	Friendship	July 27, 2021	N/A
World Shipping Co. (1)	Marshall Islands	Worldship	August 30, 2021	N/A
Duke Shipping Co. (1)	Marshall Islands	Dukeship	November 26, 2021	N/A
Partner Marine Co. (1)(5)	Marshall Islands	Partnership	March 9, 2022	N/A
Honor Shipping Co. (1)	Marshall Islands	Honorship	June 27, 2022	N/A
Paros Ocean Navigation Co. (1)	Liberia	Paroship	December 27, 2022	N/A
Knight Ocean Navigation Co. (1)(5)	Liberia	Knightship	December 13, 2016	June 29, 2018
Flag Marine Co. (1)(5)	Marshall Islands	Flagship	May 6, 2021	May 11, 2021
Hellas Ocean Navigation Co. (1)(5)	Liberia	Hellasship	May 6, 2021	June 28, 2021
Patriot Shipping Co. (1)(5)	Marshall Islands	Patriotship	June 1, 2021	June 28, 2021
Good Ocean Navigation Co. (1)(Note 6)	Liberia	Goodship	August 7, 2020	February 10, 2023
Traders Shipping Co. (1)(Note 6)	Marshall Islands	Tradership	June 9, 2021	February 28, 2023
Gladiator Shipping Co. (1)(4)	Marshall Islands	Gladiatorship	September 29, 2015	October 11, 2018
Leader Shipping Co. (1)(4)	Marshall Islands	Leadership	March 19, 2015	September 30, 2021
Partner Shipping Co. Limited (1)(4)	Malta	Partnership	May 31, 2017	March 9, 2022
Martinique International Corp. (1)(4)	British Virgin Islands	Bremen Max	September 11, 2008	March 7, 2014
Harbour Business International Corp. (1)(4)	British Virgin Islands	Hamburg Max	September 25, 2008	March 10, 2014
(1)	Subsidiaries wholly owned
---	---
(2)	Management companies
---	---
(3)	Chartering services company
---	---
(4)	Dormant companies
---	---
(5)	Bareboat charters
---	---

F-10

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

2.	Significant Accounting Policies:
(a)	Principles of Consolidation
---	---

The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (U.S. GAAP) and include the accounts and operating results of Seanergy and its wholly-owned subsidiaries where Seanergy has control. Control is presumed to exist when Seanergy, through direct or indirect ownership, retains the majority of the voting interest. In addition, Seanergy evaluates its relationships with other entities to identify whether they are variable interest entities and to assess whether it is the primary beneficiary of such entities. If the determination is made that the Company is the primary beneficiary, then that entity is included in the consolidated financial statements. When the Company does not have a controlling interest in an entity, but exerts a significant influence over the entity, the Company applies the equity method of accounting. All intercompany balances and transactions have been eliminated on consolidation.

The Company deconsolidates a subsidiary or derecognizes a group of assets when the Company no longer controls the subsidiary or group of assets specified in Accounting Standards Codification (ASC or Codification) 810-10-40-3A. When control is lost, the Company derecognizes the assets and liabilities of the qualifying subsidiary or group of assets.

(b)	Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant items subject to such estimates could include evaluation of relationships with other entities to identify whether they are variable interest entities, determination of vessel useful lives, allocation of purchase price in a business combination, determination of vessels’ impairment and determination of goodwill impairment.

(c)	Foreign Currency Translation

Seanergy’s functional currency is the United States dollar since the Company’s vessels operate in international shipping markets and therefore primarily transact business in U.S. Dollars. The Company’s books of accounts are maintained in U.S. Dollars. Transactions involving other currencies are translated into the United States dollar using exchange rates that are in effect at the time of the transaction. At the balance sheet dates, monetary assets and liabilities, which are denominated in other currencies, are translated to United States dollars at the foreign exchange rate prevailing at year-end. Gains or losses resulting from foreign currency translation are reflected in the consolidated statement of operations.

(d)	Concentration of Credit Risk

Financial instruments, which potentially subject the Company to significant concentrations of credit risk, consist principally of cash and cash equivalents and trade accounts receivable. The Company places its cash and cash equivalents, consisting mostly of deposits, with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of the financial institutions in which it places its deposits. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of the financial condition of its customers, receives charter hires in advance and generally does not require collateral for its accounts receivable.

(e)	Cash and Cash Equivalents

Seanergy considers time deposits and all highly liquid investments with an original maturity of three months or less to be cash equivalents.

F-11

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

(f)	Term Deposits

Seanergy classifies time deposits and all highly liquid investments with an original maturity of more than three months as Term Deposits.

(g)	Restricted Cash

Restricted cash is excluded from cash and cash equivalents. Restricted cash represents minimum cash deposits or cash collateral deposits required to be maintained with certain banks under the Company’s borrowing arrangements or in relation to bank guarantees issued on behalf of the Company, which are legally restricted as to withdrawal or use. In the event that the obligation relating to such deposits is expected to be terminated within the next twelve months, these deposits are classified as current assets; otherwise they are classified as non-current assets.

(h)	Accounts Receivable Trade, Net

Accounts receivable trade, net at each balance sheet date, includes receivables from charterers for hire, freight and demurrage billings, net of a provision for doubtful accounts. Receivables related to spot voyages are determined to be unconditional and are included in “Accounts Receivable Trade, Net”. At each balance sheet date, all potentially uncollectible accounts are assessed individually for purposes of determining the appropriate provision for doubtful accounts. Pursuant to the provisions of ASC 326, Financial Instruments—Credit Losses, the Company assesses the counterparties’ credit worthiness and concluded that there is no material impact in the Company’s financial statements as of December 31, 2022 and 2021. No provision for doubtful accounts was established as of December 31, 2022 and 2021.

(i)	Inventories

Inventories consist of lubricants and bunkers, which are measured at the lower of cost or net realizable value. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Cost is determined by the first in, first out method.

(j)	Insurance Claims

The Company records insurance claim recoveries for insured losses incurred on damage to fixed assets and for insured crew medical expenses and for legal fees covered by directors’ and officers’ liability insurance. Insurance claim recoveries are recorded, net of any deductible amounts, at the time the Company’s fixed assets suffer insured damages or when crew medical expenses are incurred, recovery is probable under the related insurance policies, the claim is not subject to litigation and the Company can make an estimate of the amount to be reimbursed. The classification of the insurance claims into current and non-current assets is based on management’s expectations as to their collection dates. No provision for credit losses was recorded as of December 31, 2022 and 2021 pursuant to the provisions of ASC 326.

(k)	Vessels

Vessels acquired as a part of a business combination are recorded at fair market value on the date of acquisition. Vessels acquired as asset acquisitions are stated at historical cost, which consists of the contract price less discounts, plus any material expenses incurred upon acquisition (delivery expenses and other expenditures to prepare for the vessel’s initial voyage). Subsequent expenditures for conversions and major improvements are capitalized when they appreciably extend the life, increase the earning capacity or improve the efficiency or safety of the vessels. Expenditures for routine maintenance and repairs are expensed as incurred.

In addition, other long-term investments, relating to vessels’ equipment not yet installed, are included in “Deferred charges and other-long term investments, non-current” in the consolidated balance sheets. Amounts paid for this equipment are included in “Vessels acquisitions and improvements” under “Cash flows from investing activities” in the consolidated statements of cash flows.

F-12

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

(l)	Vessel Depreciation

Depreciation is computed using the straight-line method over the estimated useful life of the vessels (25 years), after considering the estimated salvage value. Salvage value is estimated by the Company by taking the cost of steel times the weight of the ship noted in lightweight ton. Salvage values are periodically reviewed and revised to recognize changes in conditions, new regulations or for other reasons. Revisions of salvage values affect the depreciable amount of the vessels and affect depreciation expense in the period of the revision and future periods.

(m)	Impairment of Long-Lived Assets (Vessels)

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances, such as prevailing market conditions, obsolesce or damage to the asset, business plans to dispose a vessel earlier than the end of its useful life and other business plans, indicate that the carrying amount of the assets, plus any unamortized dry-docking costs, may not be recoverable. The volatile market conditions in the dry bulk market with decreased charter rates and decreased vessel market values are conditions that the Company considers to be indicators of a potential impairment for its vessels.

The Company determines undiscounted projected operating cash flows for each vessel and compares it to the vessel’s carrying value, plus any unamortized dry-docking costs. When the undiscounted projected operating cash flows expected to be generated by the use of the vessel and/or its eventual disposition are less than the vessel’s carrying value, plus any unamortized dry-docking costs, the Company impairs the carrying amount of the vessel. Measurement of the impairment loss is based on the fair value of the asset as determined by independent valuators and use of available market data. The undiscounted projected operating cash inflows are determined by considering the charter revenues from existing time charters for the fixed fleet days and an estimated daily time charter equivalent for the non-fixed days (based on a combination of one year charter rates estimates and the average of the trailing 10-year historical charter rates, excluding outliers) adjusted for commissions, expected off hires due to scheduled maintenance and estimated unexpected breakdown off hires, along with an estimate of an additional daily revenue for each scrubber-fitted vessel, as applicable. The undiscounted projected operating cash outflows are determined by applying various assumptions regarding vessel operating expenses and scheduled maintenance.

For the year ended December 31, 2022, indicators of impairment existed for eleven of the Company’s vessels as their carrying value plus any unamortized dry-docking costs was higher than their market value. The carrying value of the Company’s vessels plus any unamortized dry-docking costs for which impairment indicators existed as at December 31, 2022, was $328,857. From the impairment exercise performed, the undiscounted projected operating cash flows expected to be generated by the use of these eleven vessels were higher than the vessels’ carrying value, plus any unamortized dry-docking costs, and thus the Company concluded that no impairment charge should be recorded.

(n)	Assets held for sale

The Company classifies a vessel along with associated inventories as being held for sale when all of the criteria under ASC 360, Property, Plant and Equipment, are met: (i) management has committed to a plan to sell the vessel; (ii) the vessel is available for immediate sale in its present condition; (iii) an active program to locate a buyer and other actions required to complete the plan to sell the vessel have been initiated; (iv) the sale of the vessel is probable, and transfer of the asset is expected to qualify for recognition as a completed sale within one year; (v) the vessel is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (vi) actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.

Vessels classified as held for sale are measured at the lower of their carrying amount or fair value less cost to sell. The resulting difference, if any, is recorded under “Impairment loss” in the consolidated statement of operations. The vessels are not depreciated once they meet the criteria to be classified as held for sale.

(o)	Dry-Docking and Special Survey Costs

The Company follows the deferral method of accounting for dry-docking costs and special survey costs whereby actual costs incurred are deferred and are amortized on a straight-line basis over the period through the date the next survey is scheduled to become due. Dry-docking costs which are not fully amortized by the next dry-docking period are expensed. Amounts are included in “Deferred charges and other long-term investments, non-current”.

F-13

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

(p)	Commitments and Contingencies

Liabilities for loss contingencies, arising from claims, assessments, litigation, fines and penalties, environmental and remediation obligations and other sources are recorded when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated.

(q)	Revenue Recognition

Revenues are generated from time charters, bareboat charters and spot charters. A time charter is a contract for the use of a vessel as well as vessel operations for a specific period of time and a specified daily charter hire rate, which is generally payable in advance. A bareboat charter is a contract in which the vessel is provided to the charterer for a fixed period of time at a specified daily rate, which is generally payable in advance. Spot charter agreements are charter hires, where a contract is made in the spot market for the use of a vessel for a specific voyage at a specified charter rate per ton of cargo.

Time charter revenue, including bareboat charter revenue, is recorded over the term of the charter agreement as the service is provided and collection of the related revenue is reasonably assured. Under a time charter, revenue is not recognized for a vessel’s off hire days due to major repairs, dry dockings or special or intermediate surveys.

The Company accounts for its time charter contracts as operating leases pursuant to ASC 842 “Leases”. The Company concluded that the criteria for not separating lease and non-lease components of its time charter contracts are met, since (i) the time pattern of recognizing revenues for crew and other services for the operation of the vessels is similar to the time pattern of recognizing rental income, (ii) the lease component of the time charter contracts, if accounted for separately, would be classified as an operating lease, and (iii) the predominant component in its time charter agreements is the lease component. In this respect, the Company accounts for the combined component as an operating lease in accordance with ASC 842. The Company recognizes income from lease payments over the lease term on a straight-line basis. The Company assessed its new time charter contracts at the adoption date under the new guidance and concluded that these contracts contain a lease with the related executory costs (insurance), as well as non-lease components to provide other services related to the operation of the vessel, with the most substantial service being the crew cost to operate the vessel. The Company recognizes income for variable lease payments in the period when changes in facts and circumstances on which the variable lease payments occur. Rental income on the Company’s time charterers is mostly calculated at an index linked rate based on the five T/C routes rate of the Baltic Capesize Index.

Spot charter revenue is recognized on a pro-rata basis over the duration of the voyage from loading to discharge, when a voyage agreement exists, the price is fixed or determinable, service is provided and the collection of the related revenue is reasonably assured. For spot charters, the Company satisfies its single performance obligation to transfer cargo under the contract over the voyage period. The Company has taken the practical expedient not to disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.

Demurrage income, which is considered a form of variable consideration and is recognized as the performance obligation is satisfied, is included in voyage revenues, and represents payments by the charterer to the vessel owner when loading or discharging time exceeds the stipulated time in the voyage charter agreements.

Despatch expense, which is considered a form of variable consideration and is recognized as the performance obligation is satisfied, is included in voyage revenues, and represents payments to the charterer by the vessel owner when loading or discharging time is faster than the stipulated time in the voyage charter agreements.

Deferred revenue represents cash received in advance of performance under the contract prior to the balance sheet date and is realized when the associated revenue is recognized under the contract in periods after such date.

F-14

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

(r)	Leases

Office lease

In April 2018, the Company moved into new office spaces. Under ASC 842, the lease is classified as an operating lease and a lease liability and right-of-use asset based on the present value of future minimum lease payments have been recognized on the balance sheet. The monthly rent expense is recorded in general and administration expenses. The Company has assessed the right-of-use asset for impairment, and since no impairment indicators existed, no impairment charge was recorded.

(s)	Sale and Leaseback Transactions

In accordance with ASC 842, the Company, as seller-lessee, determines whether the transfer of an asset should be accounted for as a sale in accordance with ASC 606. The existence of an option for the seller-lessee to repurchase the asset precludes the accounting for the transfer of the asset as a sale unless both of the following criteria are met: (1) the exercise price of the option is the fair value of the asset at the time the option is exercised and (2) there are alternative assets, substantially the same as the transferred asset, readily available in the marketplace; and the classification of the leaseback as a finance lease or a sales-type lease, precludes the buyer-lessor from obtaining control of the asset. The existence of an obligation for the Company, as seller-lessee, to repurchase the asset precludes accounting for the transfer of the asset as sale and the transaction would be classified as a financing arrangement by the Company as it effectively retains control of the underlying asset. If the transfer of the asset meets the criteria of sale, the Company, as seller-lessee recognizes the transaction price for the sale when the buyer-lessor obtains control of the asset, derecognizes the carrying amount of the underlying asset and accounts for the lease in accordance with ASC 842. If the transfer does not meet the criteria of sale, the Company does not derecognize the transferred asset, accounts for any amounts received as a financing arrangement and recognizes the difference between the amount of consideration received and the amount of consideration to be paid as interest.

(t)	Commissions

Commissions, which include address and brokerage commissions, are recognized in the same period as the respective charter revenues. Address commissions to third parties are included in “Vessel revenue, net” while brokerage commissions to third parties are included in “Voyage expenses”.

(u)	Vessel Voyage Expenses

Vessel voyage expenses primarily consist of port, canal, bunker expenses, brokerage commissions and other non-specified voyage expenses that are unique to a particular charter and are paid for by the charterer under time charter agreements, bareboat charters. Under a spot charter, the Company incurs and pays for certain voyage expenses, primarily consisting of bunkers consumption, brokerage commissions, port and canal costs. Under ASC 606 and after implementation of ASC 340-40 “Other assets and deferred costs” for contract costs, incremental costs of obtaining a contract with a customer, and contract fulfillment costs, are capitalized and amortized as the performance obligation is satisfied, if certain criteria are met. The Company has adopted the practical expedient not to capitalize incremental costs when the amortization period (voyage period) is less than one year. Costs to fulfill the contract prior to arriving at the load port primarily consist of bunkers which are deferred and amortized during the voyage period. Voyage costs arising as performance obligation are expensed as incurred.

(v)	Repairs and Maintenance

All repair and maintenance expenses, including major overhauling and underwater inspection expenses are expensed in the year incurred. Such costs are included in “Vessel operating expenses”.

F-15

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

(w)	Financing Costs

Underwriting, legal and other direct costs incurred with the issuance of long-term debt or to refinance existing debt or convertible notes are deferred and amortized to interest expense over the life of the related debt using the effective interest method. The Company presents unamortized deferred financing costs as a reduction of long-term debt in the accompanying balance sheets. For the accounting of the unamortized deferred financing costs following debt extinguishment, see below (Note 2(ac)).

(x)	Income Taxes

Income taxes are accounted for under the asset and liability method. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Company records interest related to unrecognized tax benefits in interest expense and penalties in general and administration expenses.

Maritime Capital Shipping (HK) Limited, the Company’s

      former management company, is subject to Hong Kong profits tax at a rate of 16.5% on the estimated assessable profit for the year. The
      estimated profits tax for the year ended December 31, 2022 is $NIL.

Seanergy Management Corp. (“Seanergy Management”), the Company’s management company, established in Greece under Greek Law 89/67 (as amended to date), is subject to an annual contribution calculated on the total amount of foreign exchange annually imported and converted to Euros. The contribution to be paid in 2023 by Seanergy Management for 2022 is estimated at $110 and is included in “General and administration expenses”. The contribution paid in the years ended December 2022 and 2021 was $97 and $93, respectively.

Seanergy Shipmanagement Corp. (“Seanergy Shipmanagement”), the Company’s second management company, established in Greece under Greek Law 89/67 (as

      amended to date\), is subject to an annual contribution calculated on the total amount of foreign exchange annually imported and converted to Euros. The contribution to be paid in 2023 by Seanergy Shipmanagement for 2022 is estimated at $NIL. The contribution paid by Seanergy Shipmanagement in the years ended December 2022 and 2021 was $NIL and $NIL, respectively.

Two of the Company’s subsidiaries are registered in Malta since May 23, 2018. These subsidiaries are subject to a corporate flat tax in Malta and could be subject to additional taxation in the future in Malta or other jurisdictions where the subsidiaries are incorporated or do business. The amount of any such tax imposed upon the Company’s operations or on the Company’s subsidiaries’ operations may be material and could have an adverse effect on earnings. No tax expense has been recognized for the years presented in these financial statements.

Pursuant to the Internal Revenue Code of the United States (the “Code”), U.S. source income from the international operations of ships is generally exempt from U.S. tax if the company operating the ships meets both of the following requirements: (a) the Company is organized in a foreign country that grants an equivalent exception to corporations organized in the United States and (b) either (i) more than 50% of the value of the Company’s stock is owned, directly or indirectly, by individuals who are “residents” of the Company’s country of organization or of another foreign country that grants an “equivalent exemption” to corporations organized in the United States (50% Ownership Test) or (ii) the Company’s stock is “primarily and regularly traded on an established securities market” in its country of organization, in another country that grants an “equivalent exemption” to United States corporations, or in the United States (Publicly-Traded Test).

Notwithstanding the foregoing, the regulations provide, in pertinent part, that each class of the Company’s stock will not be considered to be “regularly traded” on an established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class are owned, actually or constructively under specified stock attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the value of such class of the Company’s outstanding stock (“5 Percent Override Rule”).

Based on the Company’s analysis of its shareholdings during 2022, the Publicly-Traded Test for the entire 2022 year has been satisfied in that less than 50% of the Company’s issued and outstanding shares were held by persons who each own directly or indirectly 5% or more of the vote and value of such class of stock for more than half the days during the 2022 taxable year. Effectively, the Company and each of its subsidiaries qualify for this statutory tax exemption for the 2022 taxable year.

F-16

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

Certain charterparties of the Company contain clauses that permit the Company to seek reimbursement from charterers of any U.S. tax paid. The

        Company has in the past sought reimbursement and has secured payment from most of its charterers. The Company’s U.S. federal income tax based on its U.S. source shipping income for 2022, 2021 and 2020, taking into consideration charterers’
        reimbursement, was $NIL, $NIL
        and $NIL, respectively.

(y)	Stock-based Compensation

Stock-based compensation represents vested and non-vested common stock granted to directors and employees for their services as well as to non-employees. The Company calculates stock-based compensation expense for the award based on its fair value on the grant date and recognizes it on an accelerated basis over the vesting period. The Company assumes that all non-vested shares will vest. The Company accounts for forfeitures when incurred.

(z)	Earnings (Losses) per Share

Basic earnings (losses) per common share are computed by dividing net income (loss) available to Seanergy’s shareholders by the weighted average number of common shares outstanding during the period. Unvested shares granted under the Company’s incentive plan, or other, are entitled to receive dividends which are not refundable, even if such shares are forfeited, and therefore are considered participating securities for basic earnings per share calculation purposes, using the two-class method. Diluted earnings (losses) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted at the beginning of the periods presented, or issuance date, if later. The treasury stock method is used to compute the dilutive effect of warrants and shares issued under the Equity Incentive Plan. The if-converted method is used to compute the dilutive effect of shares which could be issued upon conversion of the convertible notes. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted earnings per share.

(aa)	Segment Reporting

Seanergy reports financial information and evaluates its operations by total charter revenues and not by the length of vessel employment, customer, or type of charter. As a result, management, including the chief operating decision maker, reviews operating results solely by revenue per day and operating results of the fleet and thus, Seanergy has determined that it operates under one reportable segment. Furthermore, when Seanergy charters a vessel to a charterer, the charterer is free to trade the vessel worldwide and, as a result, disclosure of geographic information is impracticable.

(ab)	Fair Value Measurements

The Company follows the provisions of ASC 820, Fair Value Measurement, which defines fair value and provides

    guidance for using fair value to measure assets and liabilities. The guidance creates a fair value hierarchy of measurement and describes fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly
    transaction between market participants in the market in which the reporting entity transacts. In accordance with the requirements of accounting guidance relating to Fair Value Measurements, the Company classifies and discloses its assets and
    liabilities carried at the fair value in one of the following categories:

•	Level 1: Quoted market prices in active markets for identical assets or liabilities;
•	Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data;
---	---
•	Level 3: Unobservable inputs that are not corroborated by market data.
---	---

F-17

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

(ac)	Debt Modifications and Extinguishments

Costs associated with new loans or debt modifications, including fees paid to lenders or required to be paid to third parties on the lender’s behalf for obtaining new loans or refinancing existing loans, are recorded as deferred charges. Costs paid directly to third parties are expensed as incurred. Deferred financing costs are presented as a deduction from the corresponding liability. Such fees are deferred and amortized to interest and finance costs during the life of the related debt using the effective interest method. Unamortized fees relating to loans repaid or refinanced, meeting the criteria of debt extinguishment, are expensed in the period the repayment or refinancing is made. In particular, ASC 470-50-40-2 indicates that for extinguishments of debt, the difference between the reacquisition price and the net carrying amount of the extinguished debt (which includes any deferred debt issuance costs) should be recognized as a gain or loss when the debt is extinguished and identified as a separate item.

(ad)	Convertible Notes and related Beneficial Conversion Features

The convertible notes were accounted for in accordance with ASC 470-20 “Debt with Conversion and Other Options” until December 31, 2021. Under the provisions of ASC 470-20, the terms of each convertible note included an embedded conversion feature which provided for a conversion at the option of the holder into shares of common stock at a predetermined rate. The Company determined that the conversion features were beneficial conversion features (“BCF”) pursuant to ASC 470-20. The Company considered the BCF guidance only after determining that the features did not need to be bifurcated under ASC 815 “Derivatives and Hedging” or separately accounted for under the cash conversion literature of ASC 470-20. Accounting for an embedded BCF in a convertible instrument under ASC 470-20 required that the BCF be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value of the BCF to additional paid-in capital, resulting in a discount on the convertible instrument. As from January, 1, 2022, the Company follows the provisions of No. 2020-06 (see below under Recent Accounting Pronouncements Adopted).

(ae)	Going Concern

In August 2014, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2014-15, Presentation of

        Financial Statements - Going Concern. ASU No. 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and on related required
      footnote disclosures.  For each reporting period, management is required to evaluate whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date the
      financial statements are issued.

At December 31, 2022, the Company had a working capital deficit of $33,006,

which include liabilities amounting to $12,688 relating to cash deposit received from United for sale of vessels and an amount of $2,232 relating to pre-collected revenue and are included in liability from contract with related party and deferred revenue, respectively, in the accompanying consolidated balance sheets. Those amounts represent current liabilities that do not require future cash settlement. For the year ended December 31, 2022, the Company realized a net income of $17,239 and generated cash flow from operations of $37,286. The Company believes it has the ability to continue as a going concern over the next twelve months following the date of the issuance of these financial statements and finance its obligations as they come due via cash from operations and through refinancing its existing loan agreements (Note 16).

Consequently, the consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

(af)	Derivatives - Forward Freight Agreements

From time to time, the Company may take positions in derivative instruments including forward freight agreements, or FFAs. Generally, FFAs and other derivative instruments may be used to hedge a vessel owner’s exposure to the charter market for a specified route and period of time. Upon settlement, if the contracted charter rate is less than the average of the rates for the specified route and time period, as reported by an identified index, the seller of the FFA is required to pay the buyer the settlement sum, being an amount equal to the difference between the contracted rate and the settlement rate, multiplied by the number of days in the specified period covered by the FFA. Conversely, if the contracted rate is greater than the settlement rate, the buyer is required to pay the seller the settlement sum. The FFAs are not intended to serve as an economic hedge for the Company’s vessels that are being chartered in the spot market, but are assumed across all dry bulk vessel sectors based on the Company’s views of the underlying markets and short-term outlook. The Company measures the fair value of all open positions at each reporting date on this basis (Level 1). There were no open positions as of December 31, 2022 and 2021. The Company’s FFAs do not qualify for hedge accounting and therefore gains or losses are recognized in the consolidated statements of operations under “Gain on forward freight agreements, net” and in the consolidated statements of cash flows in changes in operating assets and liabilities.

F-18

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

(ag)	Share and warrant repurchases

The Company records the repurchase of its common shares and warrants at cost. The Company’s common shares repurchased for retirement are immediately cancelled and the Company’s common stock is accordingly reduced. Any excess of the cost of the shares over their par value is allocated in additional paid-in capital, in accordance with ASC 505-30-30, Treasury Stock. For warrants repurchased, if the instrument is classified as equity, any cash paid in the settlement is recorded as an offset to additional paid-in capital. The Company’s warrants are all classified as equity.

(ah)	Non-monetary transactions

Under ASC “845-10-30-10 Nonmonetary Transactions, Nonreciprocal Transfers with Owners” and ASC 505-60 “Spinoffs and Reverse Spinoffs”, a pro-rata spin-off of a consolidated subsidiary or equity method investee that meets the definition of a business under ASC 805 Business Combinations (ASC 805) is recognized at the carrying amount (after reduction, if applicable, of impairment) of the nonmonetary assets distributed within equity and no gain or loss is recognized. If the pro-rata spin-off of a consolidated subsidiary or equity method investee does not meet the definition of a business under ASC 805, the nonreciprocal transfer of nonmonetary assets is accounted for at fair value, if the fair value of the nonmonetary asset distributed is objectively measurable and would be clearly realizable to the distributing entity in an outright sale at or near the time of the distribution, and the spinnor recognizes a gain or loss for the difference between the fair value and book value of the spinnee. A transaction is considered pro rata if each owner receives an ownership interest in the transferee in proportion to its existing ownership interest in the transferor (even if the transferor retains an ownership interest in the transferee). In accordance with ASC 805, if substantially all of the fair value of the gross assets distributed in a spin-off are concentrated in a single identifiable asset or group of similar identifiable assets, then the spin-off of a consolidated subsidiary does not meet the definition of a business. The Company evaluated the spin-off (Note 3) and concluded that it was a pro rata distribution to the owners of the Company of shares of a consolidated subsidiary that does not meet the definition of a business under ASC 805, as the fair value of the gross assets contributed to United was concentrated in a group of similar identifiable assets, the vessel. The Company also assessed that the fair value of the nonmonetary assets transferred to United was objectively measurable and clearly realizable to the transferor in an outright sale at or near the time of the distribution, and thus the Spin-off was measured at fair value and a gain for the difference between the fair value and book value of the assets contributed to United was recognized.

Recent Accounting Pronouncements Adopted

On January 1, 2022, the Company adopted ASU

            No. 2020-06, Debt - Debt with Conversion and Other Options \(Subtopic 470-20\) and Derivatives and Hedging - Contracts in Entity's Own Equity
              \(Subtopic 815-40\): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity. The ASU reduces the number of accounting models for convertible debt instruments by eliminating the cash conversion model. As
            compared with current U.S. GAAP, more convertible debt instruments will be reported as a single liability instrument and the interest rate of more convertible debt instruments will be closer to the coupon interest rate. The ASU also aligns
            the consistency of diluted Earnings Per Share \("EPS"\) calculations for convertible instruments by requiring that \(1\) an entity use the if-converted method and \(2\) share settlement be included in the diluted EPS calculation for both
            convertible instruments and equity contracts when those contracts include an option of cash settlement or share settlement. The Company adopted ASU 2020-06 using the modified retrospective approach, and recorded a cumulative-effect
            adjustment resulting to a reduction of $10,216 to the beginning balance of accumulated deficit, $21,165 of Additional paid-in capital and an increase of the Convertible notes of $10,949 \(Note 8\), respectively.

On January 1, 2022, the Company adopted ASU No. 2021-04, Earnings Per Share (Topic 260), Debt — Modifications and Extinguishments (Subtopic 470-50), Compensation — Stock Compensation (Topic 718), and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options (a consensus of the FASB Emerging Issues Task Force). The ASU addresses the diversity in practice in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (e.g., warrants) that remain equity classified after modification or exchange. Under the guidance, an issuer determines the accounting for the modification or exchange based on whether the transaction was done to issue equity, to issue or modify debt or for other reasons. The guidance is applied prospectively to all modifications or exchanges that occur on or after the date of adoption. The adoption of ASU No. 2021-04 did not have a material effect in the Company’s consolidated financial statements and disclosures.

F-19

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

On January 1, 2022, the Company adopted ASU No. 2021-05 Leases (Topic 842): Lessors-Certain Leases with Variable Lease Payments. The ASU amends the lessor lease classification guidance in ASC 842 for leases that include any amount of variable lease payments that are not based on an index or rate. If such a lease meets the criteria in ASC 842-10-25-2 through 25-3 for classification as either a sales-type or direct financing lease, and application of the sales-type or direct financing lease recognition guidance would result in recognition of a selling loss, then the amendments require the lessor to classify the lease as an operating lease. The adoption of ASU No. 2021-05 did not have a material effect in the Company’s consolidated financial statements and disclosures.

Recent Accounting Pronouncements

In March 2020, the FASB issued ASU 2020-4, Reference

                Rate Reform \(Topic 848\) \(“ASU 2020-4”\), which provides optional guidance intended to ease the potential burden in accounting for the expected discontinuation of the London Interbank Offered Rate \(LIBOR\) as a reference rate in the
              financial markets. The guidance can be applied to modifications made to certain contracts to replace LIBOR with a new reference rate. The guidance, if elected, will permit entities to treat such modifications as the continuation of the
              original contract, without any required accounting reassessments or remeasurements. In addition, in January 2021, the FASB issued another ASU \(ASU No. 2021-01\) with respect to the Reference Rate Reform \(Topic 848\). The amendments in this
              Update clarify that certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting apply to derivatives that are affected by the discounting transition. The ASU 2020-4 was effective for the Company
              beginning on March 12, 2020 and the Company will apply the amendments prospectively through December 31, 2024. Following the deferral of the sunset date of topic 848, as amended by ASU 2022-06. There was no material impact to the
              Company's consolidated financial statements as of December 31, 2022.

There are no other recent accounting pronouncements the adoption of which is expected to have a material effect on the Company’s consolidated financial statements in the current or any future periods.

3.	Transactions with Related Parties

On July 6, 2022, the Company announced that it completed the spin-off of its previously wholly-owned subsidiary, United, effective July 5, 2022 (the “Spin-Off”). The Company’s shareholders received one United common share for every 11.8 common shares of Seanergy held at the close of business on June 28, 2022, so that such holders maintained the same proportionate interest in the Parent and in United both immediately before and immediately after the Spin-Off. In addition, the holder of all of Seanergy’s issued and outstanding Series B preferred shares received 40,000 of United’s Series B Preferred Shares par value $0.0001 (the “Series B Preferred Shares”).

On July 5, 2022, Seanergy entered into a Contribution and Conveyance Agreement with United. Pursuant to the Contribution and Conveyance Agreement, Seanergy, immediately prior to the Spin-Off, contributed (i) all of the Predecessor’s shares to United as a capital contribution, and (ii) an aggregate of $5,000 in cash as working capital, in exchange for the issuance of 5,000 of United’s 6.5% Series C Cumulative Convertible Preferred Shares (“Series C Preferred Shares”) to Seanergy, the cancellation of the 500 registered shares of United, then outstanding, and the issuance of 1,512,004 common shares of United to Seanergy and 40,000 of United’s Series B Preferred Shares to the holder of all Seanergy’s issued and outstanding Series B preferred shares (together, the “Distribution Shares”). Seanergy distributed the Distribution Shares to its shareholders on a pro rata basis as a special dividend. Additionally, Seanergy agreed to indemnify United for any and all obligations and other liabilities arising from or relating to the operation, management or employment of the Gloriuship prior to the effective date of the Spin-Off.

On July 5, 2022, Seanergy entered into a Right of First Refusal Agreement with United. Pursuant to the agreement, Seanergy has a right of first refusal with respect to any opportunity available to United to sell, acquire or charter-in any Capesize vessel as well as with respect to chartering opportunities, other than short-term charters with a term of 13 months or less, available to United for Capesize vessels. In addition, United has a right of first offer with respect to any vessel sales by Seanergy. Upon a change of control of United or Seanergy occurring, such rights terminate immediately.

As detailed in Note 2(ah), the Company evaluated the Spin-Off under ASC 505-60 Spinoffs and Reverse Spinoffs, ASC 805 Business Combinations, referring to the definition of a business, and ASC 845-10-30-10 Nonreciprocal Transfers with Owners and concluded that the transaction is a pro rata spin-off of a consolidated subsidiary that does not meet the definition of a business under ASC 805, thus the transaction was accounted as a nonreciprocal transfer with owners at fair value, since the criteria imposed by ASC 845 were met. The aggregate fair value of $18,500 of the vessel contributed to the United was determined through Level 2 inputs of the fair value hierarchy by taking into consideration two third party valuations obtained for the vessel. The fair value of other assets contributed to the United, comprising the value of the time charter attached amounted to $308 for the Gloriuship which was accounted for, using the current time charter rates at the time of the Spin-off. The fair value of liabilities assumed, comprised loan and loan related fees amounted to $5,080. The net assets of $13,728 have been recorded as dividends in the accompanying consolidated balance sheets.

F-20

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

During the year ended December 31, 2022, “Gain on Spin-off of United Maritime Corporation” amounted to $2,800 represents the difference between the fair value of the assets contributed (i.e., the vessel and the attached time charter) and their carrying value. Carrying value consisting of vessel cost amounted to $12,902, unamortized deferred charges amounted to $3,058 and other costs amounted to $48.

On July 26, 2022, United issued 5,000 additional Series C Preferred Shares to Seanergy in exchange for $5,000 cash.

On November 28, 2022, United redeemed its outstanding 10,000 Series C Preferred Shares held by Seanergy at a price equal to 105% of the original issue price, resulting in a cash inflow of $10,500. Dividends received in respect with the Series C Preferred Shares amounted to $243 and the difference between the redemption price and the original price of Series C preferred Shares amounted to $500 and are included in “Interest and other income” in the accompanying statement of operations.

Management Agreements:

On July 5, 2022, Seanergy entered into a master management agreement with United for the provision of technical, administrative, commercial, brokerage and certain other services. Certain of these services are being subcontracted to or contracted directly with Seanergy’s wholly owned subsidiaries, Seanergy Shipmanagement Corp. (“Seanergy Shipmanagement”) and Seanergy Management Corp. (“Seanergy Management”). In consideration of Seanergy providing such services, United pays a fixed administration fee of $0.3 per vessel per day to Seanergy.

Seanergy Shipmanagement entered into an agreement with the Predecessor for arranging (directly or by subcontracting) for the crewing of the Gloriuship, the day-to-day operations, inspections, maintenance, repairs, drydocking, purchasing, insurance and claims handling for the vessel. Pursuant to the management agreement, a fixed management fee of $14 per month is payable to Seanergy Shipmanagement for such services.

Seanergy Management entered into a commercial management agreement with United pursuant to which Seanergy Management acts as agent for United’s subsidiaries (directly or through subcontracting) for the commercial management of their vessels, including chartering, monitoring thereof, freight collection, and sale and purchase and has agreed to pay to Seanergy Management a fee equal to 1.25% of the gross freight, demurrage and charter hire collected from the employment of United’s vessels, except for any vessels that are chartered-out to Seanergy. Seanergy Management also earns a fee equal to 1% of the contract price of any vessel bought or sold by them on United’s behalf, except for any vessels bought or sold from or to Seanergy, or in respect of any vessel sale relating to a sale and leaseback transaction.

During the year ended December 31, 2022, fees charged from Seanergy to United in relation to the above-mentioned services amounted to $2,391 and are included in “Fees from related parties” in the accompanying statement of operations.

As of December 31, 2022, balance due from United amounted to $829 and is included in “Due from related parties” in the accompanying consolidated balance sheet.

On December 27, 2022, Seanergy entered into two memoranda of agreement to sell two Capesize vessels to United for an aggregate purchase price of $36,250 (Notes 6 and 16). On December 28, 2022, the company received an advance of $12,688 in cash, according to the terms of the agreements, which is separately presented as “Liability from contract with related party” in the accompanying consolidated balance sheet.

F-21

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

4.	Cash and Cash Equivalents and Restricted Cash:

The following table provides a reconciliation of cash and cash equivalents and restricted cash reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:


Cash and cash equivalents	26,027	41,496
Restricted cash	1,650	1,180
Restricted cash, non-current	4,800	2,950
Cash and cash equivalents and restricted cash	32,477	45,626

Restricted cash as of December 31, 2022 includes $2,000 of minimum liquidity requirements as per the June 2022 Piraeus Bank Loan Facility (Note 7), $1,300 of minimum liquidity requirements as per the October 2022 Danish Ship Finance Loan Facility, $500 of minimum liquidity requirements as per the August 2021 Alpha Bank Loan Facility (Note 7), $500 of minimum liquidity requirements as per the June 2022 Alpha Bank Loan Facility (Note 7), $500 of minimum liquidity requirements as per the December 2022 Alpha Bank Loan Facility (Note 7), $1,600 of minimum liquidity requirement as per the Championship Cargill Sale and Leaseback (Note 7) and $50 of restricted deposits pledged as collateral regarding credit cards balances with one of the Company’s financial institutions. Minimum liquidity, not legally restricted, as of December 31, 2022, of $10,700 as per the Company’s credit facilities’ covenants, is included in “Cash and cash equivalents”.

Restricted cash as of December 31, 2021 includes $850 of minimum liquidity requirements as per the Piraeus Bank Loan Facility (Note 7), $500 of minimum liquidity requirements as per the February 2019 ATB Loan Facility (Note 7), $500 of minimum liquidity requirements as per the August 2021 Alpha Bank Loan Facility (Note 7), $1,600 of minimum liquidity requirement as per the Championship Cargill Sale and Leaseback (Note 7), $630 in a dry-docking reserve account as per the February 2019 ATB Loan Facility and $50 of restricted deposits pledged as collateral regarding credit cards balances with one of the Company’s financial institutions. The restricted cash amount that relates to the February 2019 ATB Loan Facility was classified as current due to the fact that the respective facility was repayable within the year ending December 31, 2022 (Note 7). Minimum liquidity, not legally restricted, as of December 31, 2021, of $7,100 as per the Company’s credit facilities’ covenants, is included in “Cash and cash equivalents”.

5.	Inventories:

The amounts in the accompanying consolidated balance sheets are analyzed as follows:


Bunkers	392	-
Lubricants	1,603	1,448
Total	1,995	1,448

F-22

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

6.	Vessels, Net:

The amounts in the accompanying consolidated balance sheets are analyzed as follows:


Cost:
Beginning balance	488,049		307,870
- Additions	71,224		197,306
- Vessel contributed to United Maritime Corporation	(17,948	)	-
- Transfer to “Assets held for Sale”	(29,809	)	-
- Disposals	-		(17,127	)
Ending balance	511,516		488,049
Accumulated depreciation:
Beginning balance	(61,987	)	(51,133	)
- Depreciation for the period	(23,294	)	(17,076	)
- Vessel contributed to United Maritime Corporation	5,046		-
- Transfer to “Asset held for Sale”	2,852		-
- Disposals	-		6,222
Ending balance	(77,383	)	(61,987	)
Net book value	434,133		426,062

Vessel contribution

On

      July 6, 2022, the Company contributed the Predecessor and the Gloriuship to United \(Note 3\).

Acquisitions

On

      November 9, 2022, the Company entered into an agreement with an unaffiliated third party for the purchase of a secondhand Capesize vessel, the Paroship, for a gross purchase price of $31,000. The vessel was delivered to the Company on December 27, 2022. The acquisition of the vessel was financed with cash on hand and through the
      December 2022 Alpha Bank Loan \(Note 7\).

On

      May 25, 2022, the Company entered into an agreement with an unaffiliated third party for the purchase of a secondhand Capesize vessel, the Honorship, for a gross purchase price of $34,600. The vessel was delivered to the Company on June 27, 2022. The acquisition of the vessel was financed with cash on hand and through the June
      2022 Piraeus Bank Loan Facility \(Note 7\).

On October 5, 2021, the Company entered into an agreement with an unaffiliated third party for the purchase of a secondhand Capesize vessel, the Dukeship, for a gross purchase price of $34,300. The vessel was delivered to the Company on November 26, 2021. The acquisition of the vessel was financed with cash on hand at the time of

      delivery and subsequently through the June 2022 Alpha Bank Loan Facility \(Note 7\). 
      
      On June 22, 2021, the Company entered into an agreement with an unaffiliated third party for the purchase of a secondhand Capesize vessel, the Friendship, for a gross purchase price of $24,600. The vessel was delivered to the Company on July 27, 2021. The acquisition of the vessel was financed with cash on hand at the time of delivery
      and subsequently through the August 2021 Alpha Bank Loan Facility \(Note 7\). 
      
      On May 17, 2021, the Company entered into an agreement with unaffiliated third parties for the purchase of a secondhand Capesize vessel, the Worldship, for a gross purchase price of $33,700. The vessel was delivered to the Company on August 30, 2021. The acquisition of the vessel was financed with cash on hand at the time of
      delivery and subsequently through the November 2021 Piraeus Bank Loan Facility \(Note 7\).

F-23

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

On

      March 19, 2021, the Company entered into an agreement with an unaffiliated third party for the purchase of a secondhand Capesize vessel, the Hellasship, for a gross purchase price of $28,600. The vessel was delivered to the Company on May 6, 2021. The acquisition of the vessel was financed with cash on hand at the time of delivery
      and subsequently through the CMBFL Sale and Leaseback \(Note 7\).  
      
      On March 11, 2021, the Company entered into an agreement with unaffiliated third parties for the purchase of a secondhand Capesize vessel, the Patriotship, for a gross purchase price of $26,600. The vessel was delivered to the Company on June 1, 2021. The acquisition of the vessel was financed with cash on hand at the time of delivery
      and subsequently through the CMBFL Sale and Leaseback \(Note 7\). 
      
      On March 10, 2021, the Company entered into an agreement with an unaffiliated third party for the purchase of a secondhand Capesize vessel, the Flagship, for a gross purchase price of $28,385. The vessel was delivered to the Company on May 6, 2021. The acquisition of the vessel was financed with cash on hand at the time of delivery
      and subsequently through the Flagship Cargill Sale and Leaseback \(Note 7\).  
      
      On February 12, 2021, the Company entered into an agreement with an unaffiliated third party for the purchase of a secondhand Capesize vessel, the Tradership, for a gross purchase price of $17,000. The vessel was delivered to the Company on June 9, 2021. The acquisition of the vessel was financed with cash on hand at the time of delivery
      and subsequently through the ABB Loan Facility \(Note 7\).  
      
      During the years ended December 31, 2022 and 2021, amounts of $5,624 and $4,121, respectively, of improvements were capitalized that concern improvements on vessels performance and meeting environmental standards mainly due to installation of
      ballast water treatment systems and other energy saving devices. The cost of these additions was accounted as major improvement and were capitalized over the vessels’ cost and will be depreciated over the remaining useful life of each vessel.
      Amounts paid for the additions are included in “Vessels acquisitions and improvements” under “Cash flows from investing activities” in the consolidated statement of cash flows.
      
      As of December 31, 2022, all vessels, except for the Knightship, the Championship, the Flagship, the Partnership, the Hellasship and the Patriotship that are financed through other financial liabilities \(sale and leaseback
      agreements where the lessors hold the title to the assets\), are mortgaged to secure loans of the Company \(Note 7\).

Assets held for sale

On December 27, 2022, the Company entered into an agreement with United for the sale of a secondhand Capesize vessel, the Goodship, for a gross purchase price of

      $17,500. The vessel was delivered to her new owners on February 10, 2023 \(Note 16\). As of December 31, 2022, the vessel along with the
      associated inventories were classified in current assets as “Assets held for sale” in the consolidated balance sheet, according to the provisions of ASC 360, as all the criteria for this classification were met. The specific vessel was not
      impaired as of December 31, 2022, since its carrying amount plus unamortized dry-dock costs as at the balance sheet date was lower than its sale price less cost to sell. As of December 31, 2022, an advance payment of $6,125 was received in cash \(Note 3\) according to the terms of the agreement, which is separately presented as “Liability from contract with related
      party” in the consolidated balance sheet.

On December 27, 2022, the Company entered

        into an agreement with United for the sale of a secondhand Capesize vessel, the Tradership, for a gross purchase price of $18,750. The vessel was delivered to her new owners on February 28, 2023 \(Note 16\). As of December 31, 2022, the vessel along with the associated inventories were classified in current assets as “Assets held for
        sale” in the consolidated balance sheet, according to the provisions of ASC 360, as all the criteria for this classification were met. The specific vessel was not impaired as of December 31, 2022, since its carrying amount plus unamortized
        dry-dock costs as at the balance sheet date was lower than its sale price less cost to sell. As of December 31, 2022, an advance payment of $6,563
        was received in cash \(Note 3\) according to the terms of the agreement, which is separately presented as “Liability from contract with related party” in the consolidated balance sheet.

F-24

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

Gain on sale of vessel, net

On June 30, 2021, the Company entered into an agreement with an unaffiliated third party for the sale of the Leadership

    for a gross sale price of $12,600. The vessel was delivered to her new owners on September 30, 2021. A gain on sale of vessel net
    of sale expenses amounting to $697 was recognized in the consolidated statement of operations and was presented as “Gain on vessel sale,
    net” in the consolidated statement of operations.

7.	Long-Term Debt and Other Financial Liabilities:

The amounts in the accompanying consolidated balance sheets are analyzed as follows:


Long-term debt and other financial liabilities	235,603		218,551
Less: Deferred financing costs and debt discounts	(3,727	)	(3,377	)
Total	231,876		215,174
Less - current portion	(35,051	)	(68,473	)
Long-term portion	196,825		146,701
Debt related to assets held for sale	13,100		-
Less: Deferred financing costs	(110	)	-
Total	12,990		-
Total debt net of deferred financing costs and debt discounts	244,866		215,174

Senior long-term debt

New Loan Facilities during the year ended December 31, 2022

June 2022 Alpha Bank Loan Facility

On June 21, 2022, the Company entered into a facility agreement with Alpha Bank S.A. for a $21,000 term loan secured by the Dukeship. The loan bears interest of SOFR plus a margin of 2.95% and the term is four years.

        The repayment schedule comprises four quarterly
        installments of $1,000 followed by twelve
        quarterly installments of $500
        and a final balloon of $11,000 payable together with the sixteenth installment. In addition, the Company is required to maintain a
        security cover ratio \(as defined therein\) not less than 125%. The borrower is required to maintain minimum liquidity of $500 in its operating account. The June 2022 Alpha Bank Loan Facility is cross collateralized with the August 2021 Alpha Bank Loan Facility discussed
        below. As of December 31, 2022, the amount outstanding under the facility was $19,000.

June 2022 Piraeus Bank Loan Facility

On

        June 22, 2022, the Company entered into a facility agreement with Piraeus Bank S.A. for a $38,000 sustainability-linked loan for the
        purpose of \(i\) refinancing the existing November 2021 Piraeus Bank Loan Facility, which was secured by the Worldship and \(ii\) partly financing the acquisition cost of the Honorship. The loan bears interest of LIBOR plus a margin of 3.00% which can be decreased by up to 0.10% upon meeting certain emission reduction targets during the term of the facility. The term is five years and the repayment schedule comprises four quarterly installments of $2,000,
        followed by two quarterly
        installments of $1,500, followed by fourteen
        quarterly installments of $750
        and a final balloon of $16,500 payable together with the final installment. The Company is required to maintain a leverage ratio, as
        defined in the loan agreement, that will not be higher than 85% until the maturity. The borrowers are required to maintain an
        aggregate minimum liquidity of $2,000 in their earnings account. In addition, the borrowers shall maintain a security cover ratio \(as
        defined therein\) of not less than 125% until December 24, 2023 and 130% thereafter until the maturity of the loan. The June 2022 Piraeus Bank Loan Facility was assessed based on provisions of ASC 470-50 and was treated as debt
        modification.  As of December 31, 2022, the amount outstanding under the facility was $34,000.

F-25

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

October 2022 Danish Ship Finance Loan Facility

On October 10, 2022, the Company entered into a facility agreement with Danish Shipping Finance A/S for a $28,000 term loan for the purpose of refinancing the existing UniCredit Bank Loan Facility, which was secured by the Premiership and the Fellowship. The October 2022 Danish Ship Finance Loan Facility is divided in two equal tranches, bears interest of SOFR plus a margin of 2.50% and

            has a term of five years. The repayment schedule of each tranche comprises six quarterly installments of $780 followed by fourteen quarterly installments of $518
            and a final balloon of $2,100 payable together with the twentieth installment. In addition, the Company is required to maintain a
            security cover ratio \(as defined therein\) of not less than 133%, at any time when the corporate leverage ratio \(as defined
            therein\) is equal to or less than 65%. If the corporate leverage ratio is higher than 65%, the Company is required to maintain a security cover \(as defined therein\) of not less than 143%.

The Company is required to maintain a leverage ratio (as defined therein), that will not be higher than 85% until June 29, 2023 and 70% thereafter until the maturity of the loan. Each borrower is required to maintain minimum liquidity of $650 in its retention account. As of December 31, 2022, the amount outstanding under the facility was $28,000.

December 2022 Alpha Bank Loan Facility

On December 15, 2022, the Company entered

          into a facility agreement with Alpha Bank S.A. for a $16,500 term loan for the purpose of partly financing the acquisition cost of
          the Paroship. The interest rate of the facility is equal to term SOFR plus a margin of 2.90%
          and the term is four years. The repayment schedule comprises four quarterly installments of $525 followed by twelve quarterly installments of $400 and
          a final balloon of $9,600 payable together with the sixteenth installment. In addition, the Company is required to maintain a
          security requirement \(as defined therein\) of not less than 125%. The borrower is required to maintain minimum liquidity of $500 in its operating account. As of December 31, 2022, the amount outstanding under the facility was $16,500.

Loan Facilities amended during the year ended December 31, 2022

August 2021 Alpha Bank Loan Facility

On August 9, 2021, the Company entered into a facility

      agreement with Alpha Bank S.A. for a $44,120 term loan for the purpose of \(i\) refinancing the May 2021 Alpha Bank loan facility which
      was secured by the Leadership, the Squireship and the Lordship and \(ii\) financing the previously unencumbered Friendship. The loan is divided into two tranches as follows: Tranche A, secured by and
      corresponding to the Squireship and the Lordship and Tranche B, secured by and corresponding to the Friendship. The
      applicable interest rate is LIBOR plus a margin of 3.5% and LIBOR plus a margin of 3.25%, for Tranche A and Tranche B respectively. Tranche A matures on May 21, 2025, and Tranche B on August 11, 2025. Tranche A will be repaid through four quarterly installments of $1,250, followed by four quarterly installments of $1,040,
      followed by eight quarterly
      installments of $875 and a balloon of $14,960
      payable together with the last installment. Tranche B will be repaid through four quarterly installments of $700 followed by twelve quarterly installments of $375 and a balloon of $5,700 payable
      together with the last installment. Each of the borrowers owning the Squireship and the Lordship are required to maintain average quarterly minimum free
      liquidity of $500, whereas the borrower owning the Friendship is required to maintain $500 at all times. In addition, the borrowers shall ensure that the market value of the vessels plus any additional security shall not be less than 125% of the aggregate outstanding loan amount. On June 30, 2022, the Company entered into a supplemental agreement to the facility pursuant to which,
      the August 2021 Alpha Bank Loan Facility was cross collateralized with the June 2022 Alpha Bank Loan Facility. The facility agreement was assessed based on provisions of ASC 470-50 and was treated as debt modification of the May 2021 Alpha Bank
      Loan Facility. As of December 31, 2022, the amount outstanding under the facility was $33,865.

F-26

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

Pre -

        Existing Loan Facilities

ABB Loan Facility

On April 22, 2021, the Company entered into a facility

        agreement with Aegean Baltic Bank S.A. for a $15,500 term loan for the financing of the Goodship
        and the Tradership. The loan is divided into two tranches: \(i\) Tranche A of $7,500 for the Goodship, drawn down on April 26, 2021, and \(ii\) Tranche B of $8,000 for the Tradership, drawn down on June 14, 2021. The loan bears interest of LIBOR plus a margin of 4%. Tranche A is repayable in 18 quarterly installments of $200 each,
        with the last installment, together with a balloon installment of $3,900, payable in October 2025. Tranche B is repayable in 18 quarterly installments of $200 each, with the last installment, together with a balloon installment of $4,400, payable in December 2025. The Company is required to maintain a corporate leverage ratio \(as defined in the facility agreement\), that will not be higher than 85% until the maturity. Each borrower is required to maintain minimum liquidity of $300 in its earnings account. In addition, the borrowers shall ensure that the market value of the vessels plus any additional security shall not be less than 130% of the aggregate outstanding loan amount. As of December 31, 2022, the amount outstanding under the facility was $13,100 and is presented under Long-term debt related to vessels held for sale following the Company’s decision to sell the Goodship and the Tradership \(Note 16\).

Sinopac Loan Facility

On December 20,

        2021, the Company entered into a $15,000 loan facility with Sinopac Capital International \(HK\) Limited to refinance the Tranche B of
        the July 2020 Entrust Facility secured by, inter alia, the Geniuship. The interest rate is LIBOR plus a margin of 3.5%. The principal will be repaid over a five-year term, through four quarterly installments of $530 followed by 16 quarterly installments of $385 and a
        final balloon payment of $6,720 payable together with the last installment. The borrower is required to ensure that the market value
        of the vessel plus any additional security shall be not less than 130% of the aggregate outstanding loan amount. As of December 31,
        2022, the amount outstanding under the facility was $12,880.

As of December 31, 2022, each of the facilities mentioned above was secured by a first priority mortgage over the respective vessel, general assignments covering the respective vessel’s earnings, charter parties, insurances and requisition compensation, account pledge agreements covering the vessel’s earnings accounts, technical and commercial managers’ undertakings, pledge agreements covering the shares of the applicable vessel-owning subsidiaries and a corporate guarantee by the Company. In addition, certain of these loan facilities were secured by specific charterparty assignments, for charterparties exceeding 12 or 13 months in duration and hedging assignment agreements.

Loan Facilities repaid during the years ended December 31, 2022, 2021 and 2020

November 2021 Piraeus Bank Loan Facility

On November 12,

          2021, the Company entered into a $16,850 sustainability-linked loan facility with Piraeus Bank S.A. to finance part of the
          acquisition cost of the Worldship. The interest rate was LIBOR plus a margin of 3.05%,
          which could be decreased to 2.95% based on certain emission reduction thresholds \(as described therein\). The principal was
          scheduled to be repaid over a five-year term, through four installments of $1,000, followed by two installments of $750, followed
          by 14 installments of $375,
          followed by a balloon of $6,100 payable together with the last installment. The Company was required to maintain a corporate
          leverage ratio \(as defined therein\), not higher than 85% until maturity. The borrower was required to maintain minimum liquidity
          of $850 in its earnings account. In addition, the borrower was required to ensure that the market value of the vessel plus any
          additional security would not be less than 130% of the aggregate outstanding loan amount. On June 22, 2022, the Company refinanced
          the facility using the proceeds from the June 2022 Piraeus Bank Loan Facility.

F-27

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

Leader Alpha Bank Loan Facility

On March 6, 2015, the Company entered into a loan agreement with Alpha Bank S.A., for a secured loan facility in an amount of $8,750. The loan was used to partially finance the acquisition of the Leadership. The interest rate of the facility was equal to LIBOR plus a margin of 3.75%. On March 17, 2020, the Company entered into a fifth supplemental agreement with Alpha Bank S.A. regarding the subject facility. Pursuant to the terms of the supplemental agreement: (i) the maturity date was extended from March 18, 2020, to December 31, 2022, (ii) the repayment of the facility would be made by eleven consecutive quarterly repayments of $250 each followed by a balloon installment of $2,303 to be made on the maturity date, and (iii) several of its financial covenants were amended or waived. An amendment fee of $50 was paid in respect of the fifth supplemental agreement. The fifth supplemental agreement was assessed based on provisions of ASC 470-50 and was treated as debt modification. The subject facility was refinanced in full on May 20, 2021, using part of the proceeds from the May 2021 Alpha Bank Loan Facility.

HCOB Loan Facility

On September 1, 2015, the Company entered into a loan agreement with Hamburg Commercial Bank AG (formerly HSH Nordbank AG), or HCOB, for a secured loan facility of $44,430. The loan was fully drawn down in 2015, was used to partially finance the acquisition of the Geniuship

        and the Gloriuship and had an original final maturity date of June 30, 2020. The
        interest rate of the facility was equal to LIBOR plus a margin of 3.75%. On June 26, 2020, the Company entered into a settlement
        agreement with HCOB. Pursuant to the terms of the settlement agreement, the Company, in order to fully settle its obligations under the loan agreement was required to pay a total amount of $23,500 out of the then outstanding amount of the loan agreement of $29,056
        until July 31, 2020. On July 17, 2020, the Company settled the full amount of the HCOB Loan Facility through a $23,500 payment with
        the funds obtained from the proceeds of the July 2020 Entrust Facility and cash on hand, following which all securities created in favor of HCOB were irrevocably and unconditionally released. As a result, the Company recognized a gain of $5,144 and is presented in Gain on debt refinancing. The settlement agreement was assessed based on provisions of ASC 470-60 and was treated as
        troubled debt restructuring.

Squire Alpha Bank Loan Facility

On November 4, 2015, the Company entered into a loan agreement with Alpha Bank S.A., for a secured loan facility of $33,750. The loan was used to partially finance the acquisition of the Squireship. The interest rate of the facility was equal to LIBOR plus a margin of 3.50%. On March 31, 2020, the Company entered into a fourth supplemental agreement with Alpha Bank S.A. regarding the subject facility. Pursuant to the terms of the supplemental agreement: (i) the maturity date was extended from November 10, 2021 to December 31, 2022, (ii) the repayment of the facility would be made by two prepayments of $500 each on August 26, 2020 and October 1, 2020 as well as eleven consecutive quarterly repayments of $919 each followed by a balloon installment of $14,975 to be made on the maturity date, and (iii) several of its financial covenants were amended or waived. An amendment fee of $75 was paid in respect of the fourth supplemental agreement. The fourth supplemental agreement was assessed based on provisions of ASC 470-50 and was treated as debt modification. The subject facility was refinanced in full on May 20, 2021, using part of the proceeds from the May 2021 Alpha Bank Loan Facility.

Entrust Loan Facility

On June 11, 2018, the Company entered into a $24,500 loan agreement with certain Blue Ocean maritime lending funds managed by EnTrust Permal as lenders and Wilmington Trust, National Association as facility and security agent, respectively, for the purpose of refinancing the outstanding indebtedness under a previous loan facility with Northern Shipping Fund, of NSF. The facility was expiring on June 13, 2023, or on June 13, 2025, subject to certain conditions, and had a balloon installment of $15,300 or $9,500 due at maturity, assuming a maturity date in June 2023 or in June 2025, respectively. The weighted average all-in interest rate was equal to 11.4% or 11.2% assuming a maturity date in June 2023 or in June 2025, respectively.

F-28

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

On July 15, 2020, the Company entered into an amendment and restatement of the $24,500 loan agreement mentioned above. The amended and restated facility is hereunder referred to as the “Entrust Loan Facility”. Pursuant to the terms of the Entrust Loan Facility (i) Wilmington Trust, National Association resigned as facility agent and security agent and Lucid Agency Services Limited and Lucid Trustee Services Limited were appointed as successor facility agent and security agent, respectively and (ii) the facility was cross-collateralized with the July 2020 Entrust Facility. The original terms and securities of the subject facility agreement were not otherwise altered by the amendment and restatement. The amendment and restatement of the agreement was assessed based on provisions of ASC 470-50 and was treated as debt modification. On March 5, 2021, the Company repaid the full balance of the Entrust Loan Facility and all securities created to cross-collateralize the Entrust Loan Facility with the July 2020 Entrust Facility were irrevocably and unconditionally released. As of December 31, 2021, an amount of $438 was recognized as loss on debt extinguishment according to the debt extinguishment guidance of ASC 470-50 “Debt Modifications and Extinguishments” and was included in “Loss in extinguishment of debt” in the consolidated statement of operations.

UniCredit Bank Loan Facility

On September 11, 2015, the Company entered into a facility agreement with UniCredit Bank AG, for a secured loan facility of $52,705 to partially finance the acquisition of the Premiership, Gladiatorship and Guardianship. On November 22, 2018 following the sale of the Gladiatorship and Guardianship, the Company entered into an amendment and restatement of the facility in order to (i) release the respective vessel-owning subsidiaries of the Gladiatorship and the Guardianship as borrowers and (ii) include as replacement borrower the vessel-owning subsidiary of the Fellowship. On July 3, 2019, the Company entered into a supplemental agreement pursuant to which: (i) $2,208 of installments originally falling due within 2019 were deferred to the balloon installment on December 28, 2020, (ii) the applicable margin was increased from 3.20% to 4.20% with effect from March 26, 2019 until December 27, 2019 inclusive and reinstated to the original levels subsequently and (iii) the requirement for each borrower to hold minimum liquidity of $500 cash was cancelled. On February 8, 2021, the Company entered into a supplemental agreement to the facility pursuant to which: (i) the quarterly installments were reduced from $1,550 to $1,200, effective as of the December 2020 installment, (ii) the applicable margin was increased from 3.2% to 3.5% with effect as of December 29, 2020 until the maturity of the facility, (iii) the maturity of the loan was extended to December 29, 2022 from December 29, 2020 initially, and (iv) several of its financial covenants were waived with retrospective effect from June 2020 onwards. On October 13, 2022, the facility was refinanced in full by the October 2022 Danish Ship Finance Loan Facility.

February 2019 ATB Loan Facility

On February 13, 2019, the Company entered into a new loan facility with ATB, or the February 2019 ATB Loan Facility, in order to (i) refinancing the

              existing indebtedness over the Partnership under the May 2017 ATB Loan Facility and \(ii\) financing of installation of open loop scrubber systems on the Squireship
              and Premiership. The interest rate of the facility was equal to LIBOR plus a margin of 4.65%.
              The February 2019 ATB Loan Facility was divided in Tranche A, relating to the refinancing of the  Partnership, and Tranches B and C for the financing of the scrubber systems on the Squireship and the Premiership, respectively. Pursuant to the terms of the facility, Tranche A was repayable in sixteen equal quarterly installments being $200 each and a balloon payment of $13,190
              payable on November 27, 2022 and each of Tranche B and C was repayable in twelve quarterly installments of $189.8 until August 26, 2022. On February 12, 2021, the Company entered into a supplemental agreement to the facility

to amend several of its financial covenants. On December 9, 2021, the Company entered into a supplemental letter to the facility pursuant to which: the lender (i) provided its consent for the prepayment of the Third JDH Note secured by the Partnership which was subject to an intercreditor agreement entered into between the Company, ATB and the holder of the convertible note, (ii) waived a breach of the borrower concerning the repayment of certain subordinated liabilities (as defined therein) in the amount of $1,080 and (iii) waived the borrower’s obligation to make an additional repayment (as defined therein) in the amount of $1,080. An amendment fee of $50 was paid in respect of the supplemental letter. On February 28, 2022, the outstanding balance of $15,129 was repaid in full with cash on hand and subsequently refinanced by the Chugoku Bank Sale and Leaseback.

F-29

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

July 2020 Entrust Facility

On July 15, 2020, the Company entered into a secured loan facility of $22,500

          with Lucid Agency Services Limited and Lucid Trustee Services Limited, as facility agent and security agent, respectively, and certain nominees of EnTrust Global as lenders, the proceeds of which were used for the settlement of the HCOB Loan
          Facility. The interest rate of the facility was equal to a fixed rate of 10.50% The Company drew down the $22,500 on July 16, 2020. In addition, the July 2020 Entrust Facility was cross collateralized with an existing loan facility which was then
          secured by the Lordship. The cross-collateral security structure was released following the full prepayment of the loan facility that was subsequently financed by the May 2021 Alpha Bank Loan
          Facility. On December 20, 2021, the Company repaid the balance of $14,618 related to Tranche B secured by the Geniuship. On the date of repayment, $438 of unamortized debt discounts were written off
          according to the debt extinguishment guidance of ASC 470-50 “Debt Modifications and Extinguishments”. The outstanding balance of the loan, amounting to $4,950, was transferred to United following completion of the Spin-Off.

May 2021 Alpha Bank Loan Facility

On May

        20, 2021, the Company entered into a facility agreement with Alpha Bank S.A. for a $37,450 term loan for \(i\) the refinancing of the
        Leader Alpha Bank Loan Facility and the Squire Alpha Bank Loan Facility with an aggregate outstanding of $25,459, and \(ii\) partial
        financing of the previously unencumbered Lordship. The facility was divided in two
        tranches: \(i\) Tranche A of $25,450 for the refinancing of the two previous facilities and \(ii\) Tranche B of $12,000 for
        general corporate purposes. The loan bore interest of LIBOR plus a margin of 3.5%. The facility was repayable in 4 quarterly installments of $1,500, followed by 4 quarterly installments of $1,250,
        together with an interim balloon installment of $4,500 payable concurrently with the 8th repayment installment, followed by 8 quarterly installments of $875, together with a balloon installment of $14,950,
        payable together with the last repayment installment. On August 11, 2021, the facility was refinanced in full by the August 2021 Alpha Bank Loan Facility. The facility agreement was assessed based on provisions of ASC 470-50 and was treated as
        debt modification.

Other Financial Liabilities - Sale and Leaseback Transactions

New Sale and Leaseback Activities during the year ended December 31, 2022

Chugoku Bank Sale and Leaseback

On February 25, 2022, the Company entered into a sale and leaseback transaction with

        Chugoku Bank, Ltd. to refinance the Partnership which was previously financed by the February 2019 ATB Loan Facility and the Second JDH Loan
        secured through first and second priority mortgages respectively. The drawdown of the funds under the sale and leaseback agreement occurred on March 9, 2022. The transaction was accounted for as a financial liability, as control remains with
        the Company and the Partnership will continue to be recorded as an asset on the Company’s balance sheet. The financing amount is $21,300 and the interest rate is 2.9% plus SOFR per
        annum. The principal will be repaid over an eight-year term, through 32 quarterly installments averaging at approximately $590 and a balloon payment of $2,388
        at the expiration of the bareboat. Following the second anniversary of the bareboat charter, the Company has continuous options to repurchase the vessel at predetermined prices as set forth in the agreement. At the end of the 8-year bareboat period, the Company has the option to repurchase the vessel for $2,388, which the Company expects to exercise. The charterhire principal as of December 31, 2022 was $19,572.

F-30

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

Existing Sale and Leaseback Agreements

Flagship Cargill Sale and Leaseback

On May 11, 2021,

        the Company entered into a $20,500 sale and leaseback agreement with Cargill for the purpose of financing part of the acquisition
        cost of the Flagship. The Company sold and chartered back the vessel from Cargill on a bareboat basis for a five-year
        period, having a purchase obligation at the end of the fifth year. Under ASC 842-40, the transaction was accounted for as a financial liability. The implied average applicable interest rate is equivalent to 2% per annum. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions. The Company has
        continuous options to buy back the vessel during the whole five-year sale and leaseback period at predetermined prices as set forth
        in the agreement and at the end of such period it has a purchase obligation at $10,000. Additionally, at the time of repurchase, if
        the market value of the vessel exceeds certain threshold prices, as set forth in the agreement, the Company will pay to Cargill 15%
        of the difference between the market price and such threshold prices. The charterhire principal amortizes in sixty monthly installments averaging approximately $175
        each along with a balloon payment of $10,000, at maturity on May 10, 2026. The charterhire principal as of December 31, 2022, was $17,300.

CMB Financial Leasing Co., Ltd. (“CMBFL”) Sale and Leaseback

On June 22, 2021, the Company entered into sale and leaseback agreements for the Hellasship and the Patriotship in

          the total amount of a $30,900 with CMBFL for the purpose of financing the outstanding acquisition price of both vessels. The
          Company sold and chartered back the vessels from two affiliates of CMBFL on a bareboat basis for a five-year period. The financings bear interest of LIBOR plus a margin of 3.5%. The Company is required to maintain a corporate leverage ratio \(as defined therein\) that will not be higher than 85% until the maturity. Additionally, each bareboat Charterer is required to maintain minimum liquidity of $550 in its earnings account. The bareboat charterers are also required to maintain a value maintenance ratio of at least 120% of the charterhire principals. The Company has the option to buy back the vessels between the end of the second year until the end of
            the fifth year at predetermined prices as defined in the agreement. Under ASC 842-40, the transaction was accounted for as a financial liability as it was determined that the
          Company’s exercise of the option to buy back the vessels was highly probable considering the Company’s significant equity participation in the project, and as a result, the expiry cost of each vessel will be considerably lower than the
          respective net book value at such time. No participation liability was recognized as of December 31, 2022 and 2021, respectively, due to Cargill’s entitlement to participate in the appreciation of the vessel’s market value as the
        estimated market value did not exceed the threshold prices. The charterhire principal amortizes in twenty quarterly installments of $780 each along with a balloon payment of $15,300, at maturity on June 28, 2026.
          The charterhire principal as of December 31, 2022, was $26,220.

Hanchen Sale and Leaseback

On June 28, 2018, the

      Company entered into a $26,500 sale and leaseback agreement for the Knightship with Hanchen
      Limited \(“Hanchen”\), an affiliate of AVIC International Leasing Co., Ltd.. The Company’s wholly-owned subsidiary, Knight Ocean Navigation Co \(“Knight” or the “Charterer”\) sold and chartered back the vessel on a bareboat basis for an eight year period, having a purchase obligation at the end of the eighth year. The charterhire principal bears interest at LIBOR plus a margin of 4%.  Under ASC 842-40, the transaction was accounted for as a financial liability.  Of the $26,500, $18,550 were cash proceeds, $6,625 was withheld by Hanchen as an upfront charterhire upon the delivery of the vessel, and an amount of $1,325, or Charterer’s Deposit, included in “Deposits assets, non-current” in the consolidated balance sheets as of December 31, 2021 and 2020, was given as a deposit by Knight to Hanchen
      upon the delivery of the vessel in order to secure the due observance and performance by Knight of its obligations and undertakings as per the sale and leaseback agreement. The Charterer’s Deposit can be set off against the balloon payment at
      maturity. The Charterer is required to maintain a value maintenance ratio \(as defined in the additional clauses of the bareboat charter\) of at least 120%
      of the charterhire principal minus the Charterer’s Deposit. The Company has continuous options to buy back the Knightship at any time following the second anniversary of the bareboat charter and a
      purchase obligation of $5,299 at the end of the leaseback period. The charterhire principal amortizes in thirty-two consecutive equal quarterly
      installments of approximately $456 along with a balloon payment of $5,299 at maturity on June 29, 2026. The charterhire principal, as of
      December 31, 2022, was $11,676. On March 29, 2023, the Company entered into a $19,000 sale and leaseback agreement with Evahline Inc. for the refinancing of the existing lease facility \(Note 16\).

F-31

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

Championship Cargill Sale and Leaseback

On November 7, 2018, the Company entered into a $23,500 sale

        and leaseback agreement for the Championship with Cargill International SA \(“Cargill”\) for the purpose of refinancing the outstanding indebtedness of the Championship
        under the May 2017 ATB Loan Facility. The Company sold and chartered back the vessel from Cargill on a bareboat basis for a five year
        period, having a purchase obligation at the end of the fifth year. The implied average applicable interest rate is equivalent to 4.71%
        per annum. Under ASC 842-40, the transaction was accounted for as a financial liability. The Company is required to maintain an amount of $1,600
        which may be set-off against the vessel repurchase price \(Note 4\). Moreover, under the subject sale and leaseback agreement, an additional tranche was provided to the Company for an amount of up to $2,750 for the purpose of financing the cost associated with the acquisition and installation on board the Championship of an open
        loop scrubber system which was fully drawn. The sale and leaseback agreement does not include any financial covenants or security value maintenance provisions. Moreover, as part of the transaction, the Company issued 750 of its common shares to Cargill which were subject to customary statutory registration requirements. The fair market value of the shares on the
        date issued to Cargill was $1,541 and amortize over the lease term using the effective interest method.  The unamortized balance is
        accounted for as a deferred finance cost and is classified in other financial liabilities on the consolidated balance sheets. The Company has continuous options to buy back the vessel during the whole five-year sale and leaseback period at predetermined prices as set forth in the agreement and at the end of which period it has a purchase obligation at $14,051. At the time of repurchase, if the market value of the vessel exceeds certain threshold prices, as set forth in the agreement, the Company
        will pay to Cargill 20% of the difference between the market price and such threshold prices \(the “Profit Share Amount”\).
        Additionally, upon the repurchase of the vessel, the Company is obliged to pay an amount for the remaining period of the initial charterhire based on the Baltic Capesize Index FFA curve and a discount rate on the Baltic Capesize Index as per
        the sale and leaseback agreement \(the “Washout Amount”\). On November 15, 2022, the Company exercised its option to purchase the Championship. Pursuant to the exercise of the purchase option, the Company
        has agreed to pay upon the delivery of the vessel \(which is expected to take place in the second quarter of 2023\) \(i\) an amount of $793,
        accounting for the Profit Share Amount and \(ii\) an amount of $120 for the Washout Amount . The charterhire principal amortizes in sixty monthly installments averaging
        approximately $167 each along with a balloon payment of $14,051, including the additional scrubber tranche, at maturity on November 7, 2023.
        The charterhire principal and the scrubber tranche, as of December 31, 2022, was $15,501 and $1,089, respectively. In March 2023, the Company obtained a commitment letter in order to refinance the existing lease facility secured by the Championship \(Note 16\).

All of the Company’s secured facilities (i.e., long-term debt and other financial liabilities) bear either floating interest at LIBOR or SOFR plus a margin or fixed interest.

Certain of the Company’s long-term debt and other financial liabilities contain financial covenants and undertakings requiring the Company to maintain various financial ratios, including:

•	a minimum borrower’s liquidity;
•	a minimum guarantor’s liquidity;
---	---
•	a security coverage requirement; and
---	---
•	a leverage ratio.
---	---

As of December 31, 2022, the Company was in compliance with all covenants relating to its loan facilities as at that date.

As of December 31, 2022, ten of the Company’s owned vessels (excluding assets held for sale), having a net carrying value of $271,863, were subject to first and second priority mortgages as collaterals to their long-term debt facilities. In addition, the Company’s six bareboat chartered vessels, having a net carrying value of $162,270 as of December 31, 2022, have been financed through sale and leaseback agreements. As is in typical leaseback agreements, the title of ownership is held by the relevant lenders.

F-32

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

Subordinated long-term debt

The Company refers to the First JDH Loan, the Second JDH Loan and the Fourth JDH Loan (all mentioned below) as the “JDH Loans”.

Securities Purchase Agreements and Omnibus Supplemental Agreements:

In December 2020, the Company and Jelco Delta Holding Corp., or JDH, the Company’s creditor and a former affiliate and former related party, entered into a securities purchase agreement, or SPA, an omnibus supplemental agreement with respect to the JDH Loans (as mentioned below), or Omnibus Loans Agreement, and an omnibus supplemental agreement with respect to the JDH Notes (as mentioned below), or Omnibus Notes Agreement, which set forth the terms of the amendments of the outstanding loan facilities and convertible notes between the Company and JDH. Pursuant to these agreements, all maturities under the JDH Loans and the JDH Notes (as mentioned below) were extended to December 2024 and the interest rate was set at 5.5% until maturity. The conversion price under the JDH Notes was set to $12.0 per common share. In connection with this transaction, the Company prepaid $6,500 of the principal amount of the Second JDH Loan on December 31, 2020. In exchange for the settlement of all accrued and unpaid interest under the JDH Loans and JDH Notes through December 31, 2020, in an aggregate amount of $4,350, and an amendment fee of $1,241, the Company issued, on January 8, 2021, 798,691 units at a price of $7.0 per unit, with each unit consisting of one common share of the Company (or, at JDH’s option, one pre-funded warrant in lieu of such common share) and ten warrants to purchase one common share at an exercise price of $7.0 per share. Furthermore, the Company granted to JDH an option, to purchase up to 428,571 additional Units at a price of $7.0 per Unit in exchange for the settlement of principal under the Second JDH Loan in an amount equal to the aggregate purchase price of the units. In addition, pursuant to the terms of the Omnibus Loans Agreement, in 2022 and 2023, two mandatory repayments of $8,000 would be made, which would be applied to the JDH Loans on a pro rata basis based upon the principal amounts outstanding at that time. Any amounts outstanding after the two mandatory repayments would be repaid at the maturity date. Furthermore, the Omnibus Loans Agreement provided for certain prepayment provisions through a cash sweep mechanism, capturing (i) corporate liquidity in excess of $25,000 or (ii) Time Charter Equivalent revenues in excess of $18,000 and up to $21,000. Lastly the JDH Loans were mandatorily prepaid on a pro rata basis from 25% of the net proceeds from any future equity offerings and warrant exercises. Pursuant to the terms of the Omnibus Loans Agreement, the total repayments on the JDH Loans (including the mandatory repayments and any prepayments) shall not exceed $12,000 in any twelve-month period ending on December 31.

The Company considered the troubled debt restructuring guidance regarding the December 31, 2020 JDH amendments and concluded that it was not met. The Company further considered the modification and extinguishment accounting guidance under ASC 470-50 and concluded that modification accounting was appropriate. The Company concluded:

(i) amount of $1,015 was expensed as incurred in 2020, since it concerned amounts paid to third parties in relation to the JDH amendments, whereas the remaining amount of $166 was included in additional paid-in capital, since these costs related to the issuance of units;

(ii) the amendment fee of $1,241 was accounted for as a debt deferred cost and is amortized to each facility’s maturity;

(iii) the fair value of the option granted to JDH to purchase up to 428,571 additional units was recorded as debt discount and was amortized to Second JDH Loan’s maturity (Note 8);

(iv) for the accounting treatment of the fair value of the units issued to JDH and the change in the fair value of the conversion option, refer to Note 8.

All amounts regarding the JDH amendments discussed above were recorded as of December 31, 2020, the date of the closing of the transaction.

First JDH Loan originally entered into on October 4, 2016

Pursuant to the terms of the SPA, the fiscal year 2020 accrued and unpaid interest of $630 under the First JDH Loan was deemed fully and finally settled.

In February 2021, the Company fully repaid the outstanding balance of $5,900 of the First JDH Loan using proceeds from (i) Class E warrants exercises during 2021 (Note 11) and (ii) its February 2021 registered direct offering (Note 11), pursuant to the mandatory prepayment terms of the SPA and Omnibus Loans Agreement. On the date of repayment, $111 of unamortized debt discounts were written off according to the debt extinguishment guidance of ASC 470-50 and was included in “Loss in extinguishment of debt” in the consolidated statement of operations.

F-33

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

Second JDH Loan originally entered into on May 24, 2017

Pursuant to the terms of the SPA, the fiscal year 2020 accrued and unpaid interest of $841 under the Second JDH Loan was deemed fully and finally settled. The unamortized deferred financing costs as of December 31, 2020, include an amount of $543, being the fair value of the option granted to JDH to purchase additional securities (Note 9).

In February 2021, the Company prepaid $100 of the outstanding balance of the Second JDH Loan, using proceeds from (i) Class E warrants exercises during 2021 (Note 11) and (ii) its February 2021 registered direct offering (Note 11). On April 26, 2021, JDH exercised its option to purchase 428,571 additional Units (with each unit consisting of one common share of the Company, or, at JDH’s option, one pre-funded warrant in lieu of such common share, and ten warrants to purchase one common share at an exercise price of $7.0 per share) at a price of $7.0 per Unit in exchange for the settlement of principal under the Second JDH Loan in an amount of $3,000 (i.e., an amount equal to the aggregate purchase price of the units). The issuance of units to JDH and associated reduction in debt balance took place on May 6, 2021. On the same date, the Company fully amortized the unamortized balance of $424 of the fair value of the option to purchase the 428,571 Units, in accordance with its original conversion terms and recognized such amount in “Interest and Finance costs”.

On February 28, 2022, the Company voluntarily prepaid the remaining balance of $1,850 of the Second JDH Loan using cash on hand. All obligations under the Second JDH Loan were irrevocably and unconditionally discharged pursuant to the deed of release dated February 28, 2022.

Fourth JDH Loan originally entered into on March 26, 2019

Pursuant to the terms of the SPA, the fiscal year 2020 accrued and unpaid interest of $454 under the Fourth JDH Loan was deemed fully and finally settled.

In February 2021, the Company fully repaid the outstanding balance of $6,000 of the Fourth JDH Loan using proceeds from (i) Class E warrants exercises during 2021 (Note 11) and (ii) its February 2021 registered direct offering (Note 11), pursuant to the mandatory prepayment terms of the SPA and Omnibus Loans Agreement. On the date of repayment, $113 of unamortized debt discounts were written off according to the debt extinguishment guidance of ASC 470-50 and was included in “Loss in extinguishment of debt” in the consolidated statement of operations.

The annual principal payments required to be made after December 31, 2022 for all long-term debt and other financial liabilities, are as follows:

Twelve-month periods ending December 31,	Amount
2023		50,006
2024		30,633
2025		47,911
2026		77,296
Thereafter		42,857
Total		248,703

F-34

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

8.	Convertible Notes:

The Company refers to the First JDH Note, the Second JDH Note and the Third JDH Note (mentioned below) as the “JDH Notes”.

The amounts in the accompanying consolidated balance sheets are analyzed as follows:


Convertible notes	11,165		21,165
Less: beneficial conversion feature	-		(10,949	)
Convertible notes, net of beneficial conversion feature	11,165		10,216
Less: Deferred financing costs	(9	)	(75	)
Less: Change in fair value of conversion option	(323	)	(2,568	)
Total	10,833		7,573
Less – current portion	(10,833	)	(769	)
Long-term portion	-		6,804

On December 31, 2020, the Company entered into the Omnibus Notes Agreement pursuant to which the maturity of the JDH Notes were extended to December 31, 2024, the interest rate was set at a fixed rate of 5.5% and the conversion price was adjusted to $12.0. In addition, pursuant to the terms of the Omnibus Notes Agreement, in 2022 and 2023, two mandatory repayments would be made towards the JDH Notes in an amount equal to the difference between $8,000 and any repayments made towards the First, Second and Fourth JDH Loans under the Omnibus Loans Agreement. Amounts repaid would be applied to the JDH Notes on a pro rata basis based upon the principal amounts outstanding. Any amounts outstanding after the two mandatory repayments would be repaid at the maturity date. Furthermore, the Omnibus Notes Agreement provided for certain prepayment provisions through a cash sweep mechanism, capturing (i) corporate liquidity in excess of $25,000 or (ii) Time Charter Equivalent revenues in excess of $18,000 and up to $21,000. The total amount to be repaid on the JDH Notes (including the mandatory repayments and any prepayments) and on the JDH Loans shall not exceed $12,000 in any twelve-month period ending on December 31. Additionally, pursuant to the terms of the SPA, all unpaid interest accrued under the JDH Notes through December 31, 2020 of $2,425 was deemed fully and finally settled.

March 12, 2015 - $4,000 Convertible Note (First JDH Note)

Pursuant to the terms of the SPA, the fiscal year 2020 accrued and unpaid interest of $238 under the First JDH Note was deemed fully and finally settled.

On October 5, 2021, JDH elected to convert $120 of the principal amount of the First JDH Note into 10,000 fully paid and non-assessable shares. On the date of conversion, $19 of unamortized debt discounts were expensed as interest according to the debt conversion guidance of ASC 470-20-40-1.

On October 8, 2021, JDH elected to convert an additional $3,480 of the principal amount of the First JDH Note into 290,000 fully paid and non-assessable shares. On the date of conversion, $543 of unamortized debt discounts were expensed as interest according to the debt conversion guidance of ASC 470-20-40-1.

On December 10, 2021, the Company redeemed at par the $200 outstanding balance of the First JDH Note with cash on hand by utilizing the note’s voluntary prepayment provisions (as described therein). On the date of prepayment, $30 of unamortized debt discounts were written off according to the debt extinguishment guidance of ASC 470-20-40-3 and was included in “Loss in extinguishment of debt” in the consolidated statement of operations.

F-35

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

September 27, 2017 - $13,750 Convertible Note (Third JDH Note)

Pursuant to the terms of the SPA, the fiscal year 2020 accrued and unpaid interest of $861 under the Third JDH Note was deemed fully and finally settled.

On December 10, 2021, the Company redeemed at par the $13,750 outstanding balance of the Third JDH Note with cash on hand by utilizing the note’s voluntary prepayment provisions (as described therein). On the date of prepayment, $6,171 of unamortized debt discounts, which included BCF, were written off according to the debt extinguishment guidance of ASC 470-20-40-3 and was included in “Loss in extinguishment of debt” in the consolidated statement of operations.

The net debt at inception (i.e. initial applicable limit minus debt discount related to BCF), accumulated deficit and debt movement of the First and Third JDH Notes is presented below:


Balance, December 31, 2020	3,361		8,670	12,031
Repayments / Conversions	(17,550	)	-	(17,550	)
Amortization (Note 11)	-		995	995
Loss on extinguishment	-		4,524	4,524
Balance, December 31, 2021	(14,189	)	14,189	-

September 7, 2015 - $21,165 Revolving Convertible Note (Second JDH Note)

Pursuant to the terms of the SPA, the fiscal year 2020 accrued and unpaid interest of $1,326 under the Second JDH Note was deemed fully and finally settled. The unamortized balance of the change in the fair value of the conversion option of the Second JDH Note amounted to $323 and $2,549, respectively, as of December 31, 2022 and 2021 and will be amortized through the effective interest rate method to the note’s maturity.

On January 26, 2022, the Company voluntarily prepaid $5,000 of the outstanding balance of the Second JDH Note using cash on hand (Note 8). In connection with this prepayment the Company’s cash sweep obligations for 2022 under the JDH Loans and JDH Notes were waived pursuant to a waiver letter signed on January 19, 2022. On March 10, 2022, the Company voluntarily prepaid another $5,000 of the outstanding balance of the Second JDH Note using cash on hand (Note 8). As of December 31, 2022, $11,165 was outstanding under the Second JDH Note.

Upon adoption of ASU No. 2020-06 on January 1, 2022, the Second JDH Note increased by $10,949, representing the net impact of two adjustments: (1) the $21,165 value of beneficial conversion feature (“BCF”), previously classified in additional paid-in-capital in stockholders’ equity, and (2) a $10,216 decrease to accumulated deficit for the cumulative effect of adoption related to the recorded amortization expense of BCF (Note 2).

The Company may, by giving five business days prior written notice to JDH at any time, prepay the whole or any part of the Second JDH Note in cash or, subject to JDH’s prior written agreement on the price per share, in a number of fully paid and nonassessable shares of the Company equal to the amount of the note(s) being prepaid divided by the agreed price per share. At JDH’s option, the Company’s obligation to repay the principal amount under the Second JDH Note or any part thereof may be paid in common shares at a conversion price of $12.00 per share. JDH has also received customary registration rights with respect to any shares to be received upon conversion of the Second JDH Note.

F-36

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

9.	Financial Instruments:

The guidance for fair value measurements applies to all assets and liabilities that are being measured and reported on a fair value basis. This guidance enables the reader of the financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. The same guidance requires that assets and liabilities carried at fair value should be classified and disclosed in one of the following three categories based on the inputs used to determine its fair value:

• Level 1: Quoted market prices in active markets for identical assets or liabilities;

• Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data;

• Level 3: Unobservable inputs that are not corroborated by market data.

(a) Significant Risks and Uncertainties, including Business and Credit Concentration

The Company places its temporary cash investments, consisting mostly of deposits, primarily with high credit qualified financial institutions. The Company performs periodic evaluations of the relative credit standing of those financial institutions that are considered in the Company’s investment strategy. The Company limits its credit risk with accounts receivable by performing ongoing credit evaluations of its customers’ financial condition and generally does not require collateral for its accounts receivable and does not have any agreements to mitigate credit risk.

(b) Fair Value of Financial Instruments

The fair values of the financial instruments shown in the consolidated balance sheets as of December 31, 2022 and 2021, represent management’s best estimate of the amounts that would be received to sell those assets or that would be paid to transfer those liabilities in an orderly transaction between market participants at that date.

Those fair value measurements maximize the use of observable inputs. However, in situations where there is little, if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed by the Company based on the best information available in the circumstances.

The following methods and assumptions were used to estimate the fair value of each class of financial instruments:

a.	Cash and cash equivalents, restricted cash, accounts receivable trade, other current assets and trade accounts and other payables: the carrying amounts approximate fair value because of the<br> short maturity of these instruments. Cash and cash equivalents and restricted cash, current are considered Level 1 items as they represent liquid assets with short-term maturities. The carrying value approximates the fair market value for<br> interest bearing cash classified as restricted cash, non-current and are considered Level 1 item of the fair value hierarchy.
b.	Long-term debt and other financial liabilities: The carrying value of long-term debt and other financial liabilities with variable interest rates approximates the fair market value as the<br> long-term debt and other financial liabilities bear interest at floating interest rate. The fair value of fixed interest long-term debt is estimated using prevailing market rates as of the period end. The Company believes the terms of its<br> fixed interest long-term debt are similar to those that could be procured as of December 31, 2022, and the carrying value of $33,890<br> is 5% higher than the fair market value of $32,332. The fair value of the fixed interest long-term debt has been obtained through Level 2 inputs of the fair value hierarchy.
---	---
10.	Commitments and Contingencies:
---	---

Contingencies

Various claims, lawsuits, and complaints, including those involving government regulations and product liability, arise in the ordinary course of the shipping business. In addition, losses may arise from disputes with charterers, agents, insurance and other claims with suppliers relating to the operations of the Company’s vessels. As of December 31, 2022, management is not aware of any material claims or contingent liabilities, which have not been disclosed, or for which a provision has not been established in the accompanying consolidated financial statements.

F-37

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

The Company accrues for the cost of environmental liabilities when management becomes aware that a liability is probable and is able to reasonably estimate the probable exposure. Currently, management is not aware of any such claims or contingent liabilities that should be disclosed, or for which a provision should be established in the accompanying consolidated financial statements. The Company is covered for liabilities associated with the individual vessels’ actions to the maximum limits as provided by Protection and Indemnity (P&I) Clubs, members of the International Group of P&I Clubs.

Commitments

The Company operates certain of its vessels under lease agreements. Time charters typically may provide for charterers’ options to extend the lease terms and termination clauses. The Company’s time charters range from 9 to 60 months and extension periods vary from 11 to 27 months. In addition, the time charters contain termination clauses which protect either the Company or the charterers from material adverse events. Variable lease payments in the Company’s time charters vary based on changes in the freight market index. The Company has the option to convert some of these variable lease payments to fixed based on the prevailing Capesize forward freight agreement rates.

The following table sets forth the Company’s future minimum contractual charter revenue based on vessels committed to non-cancelable time charter contracts as at December 31, 2022. For index-linked time charter contracts the calculation was made using the initial charter rates (these amounts do not include any assumed off-hire).

Twelve-month periods ending December 31,	Amount
2023		114,441
2024		25,862
2025		15,056
2026		5,321
Total		160,680

In April 2018, the Company moved into its new office spaces under a five-year lease term, with a Company’s option to extend the lease term for another five-year term. On September 16, 2020, the lease term was amended and set for ten years (i.e., April 2028), with a Company’s option to extend the lease term for two consecutive five-year terms thereafter. The monthly rent was set at Euro 12,747 and after the prepayment of Euro 250,000, on September 22, 2020 resulted in a reduced monthly rent of Euro 10,000 or ($10.7 based on the Euro/U.S. dollar exchange rate of €1.0000: $1.0666 as of December 31, 2022). Under ASC 842, the lease is classified as an operating lease and a lease liability and right-of-use asset based on the present value of future minimum lease payments have been recognized on the balance sheet. The monthly rent expense is recorded in general and administration expenses. The rent expense for the years ended December 31, 2022, 2021 and 2020 was $161, $179 and $180, respectively.

The following table sets forth the Company’s undiscounted office rental obligations as at December 31, 2022:

Twelve-month periods ending December 31,
2023	128
2024	128
2025	128
2026	128
2027	128
Thereafter	32
Total	672
Less: imputed interest	(173	)
Present value of lease liabilities	499
Lease liabilities, current	108
Lease liabilities, non-current	391
Present value of lease liabilities	499

F-38

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

11.	Capital Structure:
(a)	Preferred Stock
---	---

The Company is authorized to issue up to 25,000,000 registered shares of preferred stock with a par value of $0.0001. The board of directors of the Company is expressly granted the authority to issue preferred shares and to establish such series of preferred shares with such designations, preferences and relative participating, rights, qualifications, limitations or restrictions as it determines. As at December 31, 2022 and 2021, the Company had 20,000 series B preferred shares issued and outstanding with par value $0.0001 per share. The series B preferred shares were issued on December 10, 2021, to the Company’s Chief Executive Officer, considered a related party, for a total cash consideration of $250. The issuance of the Series B preferred shares was approved by a special independent committee of the board of directors of the Company which obtained a fairness opinion from an independent financial advisor regarding the value of the preferred shares. Each series B preferred shares entitle the holder to 25,000 votes per share on all matters submitted to a vote of the shareholders of the Company, provided however, that no holder of series B preferred shares may exercise voting rights pursuant to series B preferred shares that would result in the aggregate voting power of any beneficial owner of such shares and its affiliates to exceed 49.99% of the total number of votes eligible to be cast on any matter submitted to a vote of shareholders of the Company. The holder of series B preferred shares shall have no special voting or consent rights and shall vote together as one class with the holders of the common shares on all matters put before the shareholders. The series B preferred shares are not convertible into common shares or any other security, are not redeemable, are not transferable and have no dividend rights. Upon any liquidation, dissolution or winding up of the Company, the series B preferred shares will rank pari-passu with the common shareholders and shall be entitled to receive a payment equal to the par value of $0.0001 per share. The Series B preferred holder has no other rights to distributions upon any liquidation, dissolution or winding up of the Company.

(b)	Common Stock
i)	NASDAQ Notifications – Effect of reverse stock split
---	---

On August 1, 2022, the Company received written notification from The Nasdaq Stock Market (“Nasdaq”), indicating that because the closing bid price of the Company’s common stock for 30 consecutive business days, from June 16, 2022, to July 29, 2022, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market, the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2). Pursuant to the Nasdaq Listing Rule 5810(c)(3)(A), the applicable grace period to regain compliance was 180 days, or until January 30, 2023. The Company could cure this deficiency if the closing bid price of its common stock was $1.00 per share or higher for at least ten consecutive business days during the grace period (Note 16).

On January 26, 2022, the Company received written notification from Nasdaq, indicating that because the closing bid price of the Company’s common stock for 30 consecutive business days, from December 13, 2021 to January 25, 2022, was below the minimum, $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market, the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2). On February 14, 2022, the Company received written notification from Nasdaq that the Company regained compliance with Nasdaq Listing Rule 5550(a)(2) concerning the minimum bid price of the Company’s common stock. The compliance was regained organically, as the closing bid price of the Company’s common stock has been at $1.00 per share or greater for at least 10 consecutive business days.

On September 30, 2020, the Company received written notification from The Nasdaq Stock Market (“Nasdaq”), indicating that because the closing bid price of the Company’s common stock for 30 consecutive business days, from August 18, 2020 to September 29, 2020, was below the minimum $1.00 per share bid price requirement for continued listing on the Nasdaq Capital Market, the Company was not in compliance with Nasdaq Listing Rule 5550(a)(2). On February 11, 2021, the Company received written notification from Nasdaq that the Company regained compliance with Nasdaq Listing Rule 5550(a)(2) concerning the minimum bid price of the Company’s common stock. The compliance was regained organically, as the closing bid price of the Company’s common stock has been at $1.00 per share or greater for at least 10 consecutive business days.

On June 30, 2020, the Company’s common stock began trading on a split-adjusted basis, following a June 25, 2020 approval from the Company’s board of directors to reverse split the Company’s common stock at a ratio of one-for-sixteen, in order to cure the deficiency of the minimum bid price requirement originally communicated to the Company on July 15, 2019. No fractional shares were issued in connection with the reverse split. Shareholders who would otherwise hold a fractional share of the Company’s common stock received a cash payment in lieu of such fractional share.

F-39

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

ii)	Dividends

On March 10, 2022, the Company announced a regular quarterly dividend of $0.25 per share as well as a special dividend of $0.25 per share for the fourth quarter of 2021which were paid on April 5, 2022 to all shareholders of record as of March 25, 2022.

On May 31, 2022, the Company announced a regular quarterly dividend of $0.25 per share for the first quarter of 2022 which was paid on July 14, 2022 to the shareholders of record as of June 28, 2022.

On August 4, 2022, the Company announced a regular quarterly dividend of $0.25 per share for the second quarter of 2022 which was paid on October 11, 2022 to the shareholders of record as of September 25, 2022.

On November 30, 2022, the Company announced a regular quarterly dividend of $0.25 per share for the third quarter of 2022 which was paid on January 30, 2023 to the shareholders of record as of December 28, 2022 (Note 16). The dividend declared on November 30, 2022 amounting to $4,548 is included in “Other current liabilities” as of December 31, 2022 in the accompanying consolidated balance sheet and were paid to the shareholders of record on January 30, 2023 (Note 16).

The total dividends declared in 2022 amounted to $22,472.

iii)	Common stock issuances and buybacks

In June 2022, the Board of Directors of the Company authorized a share repurchase plan under which the Company may repurchase up to $5,000 of its outstanding common shares, convertible note or warrants. No repurchases have been made as of December 31, 2022.

During the fourth quarter of 2021, the Company repurchased 170,210 of its outstanding common shares at an average price of approximately $9.93 pursuant to its share repurchase program for a total of $1,708, inclusive of commissions and fees. All the repurchased shares were cancelled as of December 31, 2021.

On July 2, 2021, the Company’s board of directors declared a dividend of one preferred share purchase right (a “Right”) for each of the Company’s outstanding common shares and adopted a shareholder rights plan (the “Shareholders Rights Agreement”). The dividend was payable on July 19, 2021 to the shareholders of record on July 2, 2021. Each Right will allow its holder to purchase from the Company one one-thousandth of a Series A Participating Preferred Share (a “Preferred Share”) for $5.00 (the “Exercise Price”), once the Rights become exercisable. This portion of a Preferred Share will give the shareholder approximately the same dividend, voting and liquidation rights as would one common share. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights. The Rights will not be exercisable until ten days after the public announcement that a person or group has become an “Acquiring Person” by obtaining beneficial ownership of 10% (15% in the case of a passive institutional investor) or more of the Company’s outstanding common shares. The Acquiring Person will not be entitled to exercise these Rights. If an Acquiring Person obtains beneficial ownership of 10% (15% in the case of a passive institutional investor) or more of the Company’s common shares, then each Right will entitle the holder to purchase for the Exercise Price, in lieu of one one-thousandth of a share of Series A Preferred Stock, a number of common shares having a then-current market value of twice the Exercise Price. In addition, if after an Acquiring Person obtains 10% (15% in the case of a passive institutional investor) or more of the Company’s common shares, (i) the Company merges into another entity; (ii) an acquiring entity merges into the Company; or (iii) the Company sells or transfers 50% or more of its assets, cash flow or earning power, then each Right will entitle the holder to purchase, for the Exercise Price, a number of common shares of the person engaging in the transaction having a then-current market value of twice the Exercise Price. The board of directors may redeem the Rights for $0.0001 per Right under certain circumstances. The Rights expire on the earliest of (i) July 1, 2024; or (ii) the redemption or exchange of the Rights. As at December 31, 2022 and 2021, no Rights were exercised.

On April 26, 2021, JDH exercised its option to purchase 428,571 additional Units (with each unit consisting of one common share of the Company, or, at JDH’s option, one pre-funded warrant in lieu of such common share, and ten warrants to purchase one common share at an exercise price of $7.00 per share) at a price of $7.00 per Unit in exchange for the settlement of principal under the Second JDH Loan in an amount of $3,000 (i.e., an amount equal to the aggregate purchase price of the units) (Note 6). 428,571 common shares were issued to JDH in this transaction.

On October 5, 2021, JDH elected to convert $120 of the principal amount of the First JDH Note into 10,000 fully paid and non-assessable shares (Note 8).

F-40

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

On October 8, 2021, JDH elected to convert an additional $3,480 of the principal amount of the First JDH Note into 290,000 fully paid and non-assessable shares (Note 8).

iv)	Equity Offerings

On February 19, 2021, the Company sold 4,415,000 common shares under a registered direct offering at a price of $17 per common share, in exchange for gross proceeds of $75,055, or net proceeds of approximately $69,971.

During April through August 2020, the Company raised $73,750 in proceeds net of underwriters fees and commissions or $71,835 in proceeds net of underwriters fees, commissions and other expenses, from two follow-on public offering, four registered direct offerings, and from the partial exercises of Class D warrants issued in the follow-on public offering as well as the full exercise of all warrants issued in four private placements that took place concurrently with the registered direct offerings (see below).

On April 2, 2020, the Company completed a follow-on public offering of 253,646 units (including the full exercise of the over-allotment option of 33,084 units granted to the underwriters), each unit consisting of one common share or pre-funded warrants in lieu of common shares and 160 Class D warrants to purchase one common share of the Company, at a combined price of $27.20 per unit. On April 22, 2020, the exercise price of the Class D warrants was lowered from $27.2 per share initially to $19.20 per share and on June 8, 2020 was further reduced to $16.00 per share. The gross proceeds from the follow-on public offering were $6,899. Each Class D warrant has an exercise price of $16.00, is exercisable upon issuance and expires in April 2025.

On September 1, 2020, 258,214 common shares were issued following the partial exercise of the overallotment option granted to the underwriters related to the underwritten public offering which closed on August 20, 2020, in exchange for gross proceeds of $1,782.

In October 2020, 200,000 common shares were issued following the partial exercise of the remaining outstanding pre-funded warrants related to the underwritten public offering which closed on August 20, 2020, in exchange for gross proceeds of $20.

All warrants are classified in equity, according to the Company’s accounting policy (Note 2).

During the year ended December 31, 2022, 10,000 shares were issued from 100,000 Class E warrants exercised, for proceeds of $70. As of December 31, 2022, 8,532,713 of Class E warrants remain outstanding.

In connection with the public offering which closed on April 2, 2020, the Company granted to the representative of the underwriters one representative warrant to purchase 11,028 common shares, at an exercise price of $34.0 per share. The warrants expire in April 2023.

On June 8, 2020, the company entered into a warrant exercise agreement with each holder of Class D warrants pursuant to which public warrants were exercised to purchase 61,404 shares at a price of $16.0 per share. The Company’s gross proceeds were $982.

As of December 31, 2020, out of the 40,583,500 Class D Warrants from the April 2020 follow-on public offering, the Company has issued 226,342 common shares in exchange for gross proceeds of $4,100, including the $982 received under the June 8, 2020 Class D warrant exercise agreement. 4,368,750 Class D Warrants remained unexercised as of December 31, 2021 and 2020, for the issuance of 27,304 shares at an exercise price of $16.0 per share.

F-41

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

On August 20, 2020, the Company completed an underwritten public offering of (i) 3,571,428 units, each unit consisting of one common share or pre-funded warrant in lieu of common shares and ten Class E Warrants to purchase one common share of the Company, at a combined price of $7.0 per unit and (ii) 5,182,142 Class E Warrants purchased by the underwriters under their over-allotment option. Each common share issuable under Class E warrants has an exercise price of $7.0, is exercisable upon issuance and expires in August 2025. All pre-funded warrants have been exercised as of December 31, 2020. No Class E warrants were exercised within 2020. During the year ended December 31, 2021, 3,226,371 shares were issued from Class E warrants’ exercises, for proceeds of $22,585.

On December 31, 2020, the Company agreed to issue to JDH (i) 7,986,913 warrants to purchase common shares at an exercise price of $7.0 per share and (ii) 95,573 pre-funded warrants with an exercise price of $0.001 in lieu of such common shares as part of the December 2020 JDH amendments. The 7,986,913 warrants were issued on January 8, 2021 and expire in January 2026. On March 24, 2021, the Company issued 95,573 common shares to JDH, following JDH’s exercise of its pre-funded warrants. On April 26, 2021, JDH exercised its option to purchase 428,571 additional Units (with each unit consisting of one common share of the Company, or, at JDH’s option, one pre-funded warrant in lieu of such common share, and ten warrants to purchase one common share at an exercise price of $7.0 per share) at a price of $7.0 per Unit in exchange for the settlement of principal under the Second JDH Loan in an amount of $3,000 (i.e., an amount equal to the aggregate purchase price of the units) (Note 7). The issuance of shares to JDH and associated reduction in debt balance took place on May 6, 2021 (Note 7). The 4,285,714 warrants were issued on May 6, 2021 and had an expiration date of May 2026. On May 12, 2021, JDH exercised 7,986,913 warrants to purchase 798,691 common shares at an exercise price of $7.0 per share. The Company received the funds of $5,591 on May 14, 2021 and the shares were issued to JDH on May 19, 2021. On December 10, 2021, the Company bought back the warrant to purchase 428,571 common shares from JDH for $1,023.

The Company’s previously issued Class B Warrants, trading under the symbol SHIPZ, expired according to their terms on May 13, 2022. Pursuant to such expiration trading of the Class B Warrants was terminated. The Class B Warrants were the last class of the Company’s warrants that were listed for trading.

As of December 31, 2022, the number of common shares that can potentially be issued under each outstanding warrant are:

Warrant	Shares to be issued upon<br><br> <br>exercise of remaining<br><br> <br>warrants
Class D		27,304
Class E		853,271
Representative Warrants		11,028
Total		891,603
12.	Vessel Revenue and Voyage Expenses:
---	---

Revenue Recognition

Demurrage income for the years ended December 31,

                2022, 2021 and 2020 was $NIL, $800
                and $819, respectively.

Despatch expense for the years ended December 31,

                2022, 2021 and 2020 was $NIL, $110
                and $133, respectively.

Disaggregation of Revenue

The following table presents the Company’s income statement figures derived from spot charters and time charters for the years ended December 31, 2022, 2021 and 2020:

	Year ended December 31,
	2022		2021		2020
Vessel revenues from spot charters, net of commissions		-		28,264		27,033
Vessel revenues from time charters, net of commissions		122,629		124,844		36,312
Total		122,629		153,108		63,345

F-42

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

The Company disaggregates its revenue from contracts with customers by the type of charter (time and spot charters). The trade accounts receivable of $720 as of December 31, 2022 relates to time charters. There was no trade accounts receivable balance as of December 31, 2021.

The current portion of Deferred revenue as of December 31, 2022 was $2,232 and relates entirely to operating leases. The non-current portion of Deferred revenue as of December 31, 2022 was $35 and relates entirely to operating leases and is related to premiums for energy devices (i.e. increased daily hire rates provided for by the chartering agreements) for specific equipment installed in the vessels. The Deferred revenue is allocated on a straight-line basis over the minimum duration of each charter party, except for unearned revenue, which represents cash received in advance of services which have not yet been provided. Revenue recognized in 2022 from amounts included in Deferred revenue at the beginning of the period was $7,735.

Charterers individually accounting for more than 10% of revenues during the years ended December 31, 2022, 2021 and 2020 were:

Customer
A	24	%	15	%	-
B	18	%	13	%	-
C	17	%	23	%	23	%
D	15	%	11	%	18	%
E	-		10	%	-
Total	74	%	72	%	41	%

Voyage Expenses

The following table presents the Company’s income statement figures derived from spot charters and time charters for the years ended December 31, 2022, 2021 and 2020:

	Year ended December 31,
	2022		2021		2020
Voyage expenses from spot charters		-		13,465		17,099
Voyage expenses from time charters		4,293		3,004		1,468
Total		4,293		16,469		18,567
13.	Interest and Finance Costs:
---	---

Interest and finance costs are analyzed as follows:

	Year ended December 31,
	2022		2021		2020
Interest on long-term debt and other financial liabilities		11,609		8,766		10,279
Convertible notes interest expense		694		2,067		-
Amortization of deferred finance costs and debt discounts		2,575		3,333		757
Amortization of deferred finance costs and debt discounts (shares issued to<br> third party - non-cash)		284		326		350
Amortization of convertible note beneficial conversion feature (non-cash)		-		2,887		-
Fair value measurement of units issued to former related party		-		-		596
Other		170		400		360
Total		15,332		17,779		12,342

F-43

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

Interest and finance costs, related party, are analyzed as follows:

	Year ended December 31,
	2022		2021		2020
Interest expense long term debt related party		-		-		1,924
Convertible notes interest expense		-		-		2,425
Amortization of convertible note beneficial conversion feature (non-cash)		-		-		5,518
Amortization of deferred finance costs and debt discounts (shares issued to JDH - non-cash)		-		-		201
Restructuring expenses		-		-		1,015
Total		-		-		11,083
14.	Earnings per Share:
---	---

The calculation of net income per common share is summarized below:

	For the years ended December 31,
	2022			2021		2020
Net income / (loss)	$	17,239		$	41,348	$	(18,356	)
Less: Dividends to non-vested participating securities		(227	)		-		-
Less: Undistributed earnings to non-vested participating securities		(105	)		-		-
Net income / (loss) attributable to common shareholders, basic	$	16,907		$	41,348	$	(18,356	)
Undistributed earnings to non-vested participating securities	$	105		$	-	$	-
Undistributed earnings reallocated to non-vested participating securities		(51	)		-		-
Interest effect of convertible notes		-			6,473		-
Net income / (loss) attributable to common shareholders, diluted	$	16,961		$	47,821	$	(18,356	)
Weighted average common shares outstanding, basic		17,439,033			15,332,191		3,343,628
Effect of dilutive securities:
Warrants		245,015			541,009		-
Non-vested participating securities		-			169,522		-
Convertible notes shares		-			3,091,031		-
Weighted average common shares outstanding, diluted		17,684,048			19,133,753		3,343,628
Net income / (loss) per share attributable to common shareholders, basic	$	0.97		$	2.70	$	(5.49	)
Net income / (loss) per share attributable to common shareholders, diluted	$	0.96		$	2.50	$	(5.49	)

As of December 31, 2022, non-vested participating shares under the Company's equity incentive plan of 294,232 were excluded from the computation of diluted shares as their effect was already considered under the more dilutive two-class method used above (Note 15). As of December 31, 2022, securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS, because to do so would have anti-dilutive effect, are 38,332 incremental shares of unexercised warrants that are out-of-the money as of the reporting date (Note 11), calculated with the treasury stock method, as well as 930,416 shares assumed to be converted with respect to the convertible notes (Note 8) calculated with the if-converted method. As of December 31, 2021, securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS, because to do so would have anti-dilutive effect, were 81,230 potentially issuable shares of unexercised warrants that were out-of-the money as of December 31, 2021. As of December 31, 2020, securities that could potentially dilute basic EPS in the future that were not included in the computation of diluted EPS, because to do so would have anti-dilutive effect, were 5,069,928 incremental shares of unexercised warrants that were out-of-the money as of December 31, 2020, as well as 3,226,250 shares assumed to be converted with respect to the convertible notes (Note 8) calculated with the if-converted method.

F-44

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

15.	Equity Incentive Plan:

On February 24, 2020, the Compensation Committee granted an aggregate of 15,625 restricted shares of common stock pursuant to the Company’s Equity Incentive Plan (as amended, the “Plan”). Of the total 15,625 shares issued, 4,500 shares were granted to the non-executive members of the board of directors, 4,281 were granted to the executive officers, 6,063 shares were granted to certain of the Company’s non-executive employees and 781 shares were granted to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $51.20. All the shares vested over a period of two years. 5,209 shares vested on February 24, 2020, 5,208 shares vested on October 1, 2020 and 5,208 shares vested on October 1, 2021.

On January 18, 2021, the Company’s Equity Incentive Plan was amended and restated to increase the aggregate number of shares of the common stock reserved for issuance under the Plan to 400,000 shares. The same date, the Compensation Committee granted an aggregate of 360,000 restricted shares of common stock pursuant to the Equity Incentive Plan. Of the total 360,000 shares issued, 140,000 shares were granted to the non-executive members of the board of directors, 95,000 were granted to the executive officers, 110,000 shares were granted to certain of the Company’s non-executive employees and 15,000 shares were granted to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $8.10. 120,003 shares vested on the grant date, 119,999 shares vested on October 1, 2021 and 119,998 shares vested on October 1, 2022.

On August 2, 2021, the Company’s Equity Incentive Plan was amended and restated to increase the aggregate number of shares of the common stock reserved for issuance under the Plan to 350,000 shares. The same date, the Compensation Committee granted an aggregate of 310,000 restricted shares of common stock pursuant to the Equity Incentive Plan. Of the total 310,000 shares issued, 130,000 shares were granted to the non-executive members of the board of directors, 88,500 were granted to the executive officers, 79,000 shares were granted to certain of the Company’s non-executive employees and 12,500 shares were granted to the sole director of the Company’s commercial manager, a non-employee and another non-employee. The fair value of each share on the grant date was $10.20. 103,335 shares vested on the grant date, 103,333 shares vested on October 1, 2021 and 103,332 shares vested on October 1, 2022.

On January 12, 2022, the Company’s Equity Incentive Plan, as previously amended, was further amended and restated to increase the aggregate number of shares of the common stock reserved for issuance under the Plan to 550,000 shares. The same date, the Compensation Committee granted an aggregate of 533,700 restricted shares of common stock pursuant to the Equity Incentive Plan. Of the total 533,700 shares issued, 160,000 shares were granted to the non-executive members of the board of directors, 170,000 were granted to the executive officers, 188,700 shares were granted to certain of the Company’s non-executive employees and 15,000 shares were granted to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $9.10. 177,902 shares vested on the grant date, 177,899 shares vested on October 1, 2022 and 177,899 shares will vest on October 1, 2023.

On July 8, 2022, the Company’s Equity Incentive Plan, as previously amended, was further amended and restated to increase the aggregate number of shares of the common stock reserved for issuance under the Plan to 400,000 shares. The same date, the Compensation Committee granted an aggregate of 350,000 restricted shares of common stock pursuant to the Equity Incentive Plan. Of the total 350,000 shares issued on July 12, 2022, 140,000 shares were granted to the non-executive members of the board of directors, 105,000 were granted to the executive officers, 95,000 shares were granted to certain of the Company’s non-executive employees and 10,000 shares were granted to the sole director of the Company’s commercial manager, a non-employee. The fair value of each share on the grant date was $6.90. 116,670 shares vested on the date of the issuance, July 12, 2022, 116,665 shares vested on October 1, 2022 and 116,665 shares will vest on October 1, 2023.

The related expense for shares granted to the Company’s board of directors and certain of its employees for the years ended December 31, 2022, 2021 and 2020, amounted to $6,973, $4,907 and $826, respectively, and is included under general and administration expenses. The related expense for shares granted to non-employees for the years ended December 31, 2022, 2021 and 2020, amounted to $212, $190 and $43, respectively, and is included under voyage expenses.

F-45

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

Restricted shares during 2022, 2021 and 2020 are analyzed as follows:

			Weighted<br><br> <br>Average<br><br> <br>Grant<br><br> <br>Date Price
Outstanding at December 31, 2020	5,208		$	24.80
Granted	670,000			9.10
Vested	(451,877	)		9.60
Outstanding at December 31, 2021	223,331		$	7.88
Granted	883,700			8.25
Vested	(812,133	)		8.47
Forfeited	(666	)		9.13
Outstanding at December 31, 2022	294,232		$	7.34

The unrecognized cost for the non-vested shares granted to the Company’s board of directors and certain of its employees as of December 31, 2022 and 2021 amounted to $1,200 and $1,106, respectively. On December 31, 2022, the weighted-average period over which the total compensation cost related to non-vested awards granted to the Company’s board of directors and its other employees not yet recognized is expected to be recognized is 0.75 years.

16.	Subsequent Events

On January 3, 2023, the Company repaid $8.0 million of the Second JDH Note at its face value, without any prepayment cost or additional consideration in accordance with the terms of the Second JDH Note.

On January 10, 2023, the Company completed its tender offer to purchase all outstanding Class E Warrants at a price of $0.20 per warrant. The total number of warrants tendered was 4,038,114 warrants, representing approximately 47% of the outstanding Class E Warrants. The number of remaining Class E Warrants outstanding is 4,494,599 (Note 11).

On January 30, 2023, the Company paid a regular quarterly dividend of $0.25 per share for the third quarter of 2022 to all shareholders of record as of December 28, 2022 (Note 11).

On January 31, 2023, the Company received written notification from NASDAQ, indicating that the Company was granted an additional 180-day

          grace period, until July 31, 2023, to cure its non-compliance with Nasdaq Listing Rule 5550\(a\)\(2\). At the opening of trading on February 16, 2022, following a February 9, 2023 approval from the
          Company’s board of directors, the Company effected a one-for-ten reverse stock split of the Company’s common stock. On March 3, 2023,
          the Company received written notification from Nasdaq that the Company regained compliance with Nasdaq Listing Rule 5550\(a\)\(2\) concerning the minimum bid price of the Company’s common stock \(Note 1\).

On February 10, 2023, the Company delivered the Goodship to her new owners. On February 9, 2023, in connection with the disposal of the vessel, the company fully prepaid the outstanding loan amount of $6,100 under the ABB Loan Facility.

On February 28, 2023, the Company delivered the Tradership to her new owners. On February 24, 2023, in connection with the disposal of the vessel, the company fully prepaid the outstanding loan amount of $6,800 under the ABB Loan Facility.

On March 2, 2023, the Company obtained a commitment letter from Danish Ship Finance for a loan facility of up to $15,750, in order to refinance the Championship Cargill Sale and Leaseback. The interest rate will be 2.65% plus 3-month Term SOFR per annum, which can be increased or decreased by 0.05% based on certain emission reduction thresholds, and the term of the agreement will be five years. The facility will be repaid through eight quarterly installments of $725 followed by 12 quarterly installments of $585 and a balloon of $2,930 payable together with the last instalment. The transaction is subject to completion of definitive documentation.

F-46

Seanergy Maritime Holdings Corp.

Notes To The Consolidated Financial Statements

(All amounts in footnotes in thousands of US Dollars, except for share and per share and warrants data, unless otherwise stated)

On March 14, 2023, the Company announced a regular quarterly dividend of $0.025 per share for the fourth quarter of 2022, payable on or about April 25, 2023 to all shareholders of record as of March 31, 2023.

On March 29, 2023, the Company entered into a $19,000 sale and leaseback agreement with

                Evahline Inc. for the refinancing of the Hanchen Sale and Leaseback. The agreement is expected to become effective by mid-April 2023, upon the delivery of the

Knightship

to the lessor. The charterhire principal will amortize in seventy-two consecutive monthly installments of $264, bearing an interest rate of 3-month term SOFR plus 2.80%

                per annum. Following the second anniversary of the bareboat charter, the Company has continuous options to repurchase the vessel at predetermined prices as set forth in the agreement. At the end of the six-year bareboat period, the Company has the option to repurchase the vessel at no additional cost, following the full amortization of the
                charterhire principal, which the Company expects to exercise.

F-47

Exhibit 2.5

DESCRIPTION OF SECURITIES

For the complete terms of our capital stock, please refer to our restated articles of incorporation, as amended, and our third amended and restated bylaws, which are filed as exhibits to the annual report of which this exhibit forms a part. The Business Corporations Act (“BCA”) of the Republic of the Marshall Islands may also affect the terms of our capital stock.

For purposes of the following description of capital stock, references to “us”, “we” and “our” refer only to Seanergy Maritime Holdings Corp. and not any of its subsidiaries.

Purpose

Our purpose, as stated in our restated articles of incorporation, as amended, is to engage in any lawful act or activity for which corporations may now or hereafter be organized under the BCA. Our restated articles of incorporation, as amended, and third amended and restated bylaws do not impose any limitations on the ownership rights of our shareholders.

Authorized Capitalization

Our authorized capital stock consists of 500,000,000 registered common shares, par value $0.0001 per share, of which 18,191,614 shares were issued and outstanding as of December 31, 2022, and 25,000,000 registered preferred shares with par value of $0.0001, of which 20,000 shares of Series B preferred stock are issued and outstanding. Our board of directors has the authority to establish such series of preferred shares and with such designations, preferences and relative, participating, optional or special rights and qualifications, limitations or restrictions as shall be stated in the resolution or resolutions providing for the issue of such preferred shares.

Description of Common Shares

Subject to preferences that may be applicable to any outstanding preferred shares, holders of common shares are entitled to receive ratably all dividends, if any, declared by our board of directors out of funds legally available for dividends. Upon our dissolution or liquidation or the sale of all or substantially all of our assets, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, the holders of our common shares will be entitled to receive pro rata our remaining assets available for distribution. Holders of common shares do not have conversion, redemption or preemptive rights to subscribe to any of our securities. The rights, preferences and privileges of holders of common shares are subject to the rights of the holders of any preferred shares which we have issued or may issue in the future. Our common shares are not subject to any sinking fund provisions and no holder of any shares will be required to make additional contributions of capital with respect to our shares in the future.

We are not aware of any limitations on the rights to own our common shares, including rights of non-resident or foreign stockholders to hold or exercise voting rights on our common shares, imposed by foreign law or by our restated articles of incorporation, as amended, or third amended and restated bylaws.

Each outstanding common share entitles the holder to one vote on all matters submitted to a vote of stockholders. Amendments to our amended and restated articles of incorporation generally require the affirmative vote of the holders of a majority of all outstanding shares entitled to vote. Amendments to our third amended and restated bylaws generally require the affirmative vote of a majority of our entire board of directors or the affirmative vote of a majority of votes cast at a meeting of shareholders. Unless otherwise required by law, our restated articles of incorporation, as amemded, or third amended and restated bylaws, at any annual or special general meeting of shareholders where there is a quorum, the affirmative vote of a majority of the votes cast by holders of shares of stock represented at the meeting shall be the act of the shareholders. At all meetings of shareholders except otherwise expressly provided by law, there must be present in person or proxy shareholders of record holding at least one third of the shares issued and outstanding and entitled to vote at such meeting in order to constitute a quorum but if less than a quorum is present, a majority of those shares present either in person or by proxy shall have power to adjourn any meeting until a quorum shall be present.

Description of Preferred Stock Purchase Rights

On July 2, 2021, our board of directors declared a dividend of one preferred stock purchase right (a “Right”) for each of our outstanding common shares and adopted a shareholder rights plan, as set forth in the Shareholders Rights Agreement dated as of July 2, 2021 (the “Rights Agreement”), by and between us and Continental Stock Transfer & Trust Company, as rights agent. The dividend was paid on July 19, 2021 to the shareholders of record on July 2, 2021.

The board of directors has adopted the Rights Agreement to protect shareholders from coercive or otherwise unfair takeover tactics. In general terms, it works by imposing a significant penalty upon any person or group that acquires 10% (15% in the case of a passive institutional investor) or more of the outstanding common shares without the approval of the board of directors. If a shareholder’s beneficial ownership of our common shares as of the time of the public announcement of the rights plan and associated dividend declaration is at or above the applicable threshold, that shareholder's then-existing ownership percentage would be grandfathered, but the rights would become exercisable if at any time after such announcement, the shareholder increases its ownership percentage. The Rights Agreement should not interfere with any merger or other business combination approved by the board of directors.

The summary description of Rights Agreement and the related Rights in this section is not complete and is qualified in all respects by the terms of the Certificate of Designations of Series A Participating Preferred Stock, which is filed as an exhibit to our current report on Form 6-K filed on July 2, 2021.

The Rights

The Rights will initially trade with, and will be inseparable from, our common shares. The Rights are evidenced only by the certificates or book-entry notations that represent our common shares. New Rights will accompany any new common shares we issue after July 19, 2021 until the Distribution Date described below.

Exercise Price

Each Right will allow its holder to purchase from us one one-thousandth of a share of Series A Participating Preferred Shares (a “Preferred Share”) for $5.00 (the “Exercise Price”), once the Rights become exercisable. This portion of a Preferred Share will give the shareholder approximately the same dividend, voting and liquidation ghts as would one common share. Prior to exercise, the Right does not give its holder any dividend, voting, or liquidation rights.

Exercisability

The Rights will not be exercisable until ten days after the public announcement that a person or group has become an “Acquiring Person” by obtaining beneficial ownership of 10% (15% in the case of a passive institutional investor) or more of our outstanding common shares.

Certain synthetic interests in securities created by derivative positions—whether or not such interests are considered to be ownership of the underlying common shares or are reportable for purposes of Regulation 13D of the Securities Exchange Act of 1934, as amended—are treated as beneficial ownership of the number of shares of our common shares equivalent to the economic exposure created by the derivative position, to the extent actual shares of our common shares are directly or indirectly held by counterparties to the derivatives contracts. Swaps dealers unassociated with any control intent or intent to evade the purposes of the Rights Agreement are excepted from such imputed beneficial ownership.

For persons who, prior to the time of public announcement of the Rights Agreement, beneficially own 10% (15% in the case of a passive institutional investor) or more of our outstanding common shares, the Rights Agreement “grandfathers” their current level of ownership, so long as they do not purchase additional shares in excess of certain limitations.

The date when the Rights become exercisable is the “Distribution Date.” Until that date, the common shares certificates (or, in the case of uncertificated shares, by notations in the book-entry account system) will also evidence the Rights, and any transfer of common shares will constitute a transfer of Rights. After that date, the Rights will separate from the common shares and be evidenced by book-entry credits or by Rights certificates that we will mail to all eligible holders of common shares. Any Rights held by an Acquiring Person are null and void and may not be exercised.

Preferred Share Provisions

Each one one-thousandth of a Preferred Share, if issued, will, among other things:

•	not be redeemable;
•	entitle holders to quarterly dividend payments in an amount per share equal to the aggregate per share amount of all cash dividends, and the aggregate per share amount (payable in kind) of all non-cash<br> dividends or other distributions other than a dividend payable in common shares or a subdivision of our outstanding common shares (by reclassification or otherwise), declared on common shares since the immediately preceding quarterly dividend<br> payment date; and
---	---
•	entitle holders to one vote on all matters submitted to a vote of the shareholders of the Company.
---	---

The value of one one-thousandth interest in a Preferred Share should approximate the value of one common share.

Consequences of a Person or Group Becoming an Acquiring Person

•

Flip In. If an Acquiring Person obtains beneficial ownership of 10% (15% in the case of a passive institutional investor) or more of our common shares, then each Right will entitle the holder thereof to purchase, for the Exercise Price, a number of common shares (or, in certain circumstances, cash, property or other securities of ours) having a then-current market value of twice the Exercise Price. However, the Rights are not exercisable following the occurrence of the foregoing event until such time as the Rights are no longer redeemable by us, as further described below.

Following the occurrence of an event set forth in preceding paragraph, all Rights that are or, under certain circumstances specified in the Rights Agreement, were beneficially owned by an Acquiring Person or certain of its transferees will be null and void.

•

Flip Over. If, after an Acquiring Person obtains 10% (15% in the case of a passive institutional investor) or more of our common shares, (i) the Company merges into another entity; (ii) an acquiring entity merges into the Company; or (iii) the Company sells or transfers 50% or more of its assets, cash flow or earning power, then each Right (except for Rights that have previously been voided as set forth above) will entitle the holder thereof to purchase, for the Exercise Price, a number of common shares of the person engaging in the transaction having a then-current market value of twice the Exercise Price.

•

Notional Shares. Shares held by affiliates and associates of an Acquiring Person, including certain entities in which the Acquiring Person beneficially owns a majority of the equity securities, and Notional Common Shares (as defined in the Rights Agreement) held by counterparties to a Derivatives Contract (as defined in the Rights Agreement) with an Acquiring Person, will be deemed to be beneficially owned by the Acquiring Person.

---

Redemption

The board of directors may redeem the Rights for $0.0001 per Right under certain circumstances. If the board of directors redeems any Rights, it must redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of the Rights will be to receive the redemption price of $0.0001 per Right. The redemption price will be adjusted if the Company has a stock dividend or a stock split.

Exchange

After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the outstanding common shares, the board of directors may extinguish the Rights by exchanging one common share or an equivalent security for each Right, other than Rights held by the Acquiring Person. In certain circumstances, we may elect to exchange the Rights for cash or other securities of the Company having a value approximately equal to one common share.

Expiration

The Rights expire on the earliest of (i) July 1, 2024; or (ii) the redemption or exchange of the Rights as described above.

Anti-Dilution Provisions

The board of directors may adjust the purchase price of the Preferred Shares, the number of Preferred Shares issuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, or a reclassification of the Preferred Shares or common shares. No adjustments to the Exercise Price of less than 1% will be made.

Amendments

The terms of the Rights and the Rights Agreement may be amended in any respect without the consent of the holders of the Rights on or prior to the Distribution Date. Thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the holders of Rights, with certain exceptions, in order to (i) cure any ambiguities; (ii) correct or supplement any provision contained in the Rights Agreement that may be defective or inconsistent with any other provision therein; (iii) shorten or lengthen any time period pursuant to the Rights Agreement; or (iv) make changes that do not adversely affect the interests of holders of the Rights (other than an Acquiring Person or an affiliate or associate of an Acquiring Person).

Taxes

The distribution of Rights should not be taxable for federal income tax purposes. However, following an event that renders the Rights exercisable or upon redemption of the Rights, shareholders may recognize taxable income.

Description of Series B Preferred Stock

The following description of the characteristics of the Series B preferred stock is a summary and does not purport to be complete and is qualified by reference to the Statement of Designation attached as an exhibit to the annual report of which this exhibit forms a part.

Voting. To the fullest extent permitted by law, each Series B preferred share entitles the holder hereof to 25,000 votes per share on all matters submitted to a vote of our shareholders, provided however, that no holder of Series B preferred shares may exercise voting rights pursuant to Series B preferred shares that would result in the aggregate voting power of any beneficial owner of such shares and its affiliates (whether pursuant to ownership of Series B preferred shares, common shares or otherwise) to exceed 49.99% of the total number of votes eligible to be cast on any matter submitted to a vote of our shareholders. To the fullest extent permitted by law, the holder of Series B preferred shares shall have no special voting or consent rights and shall vote together as one class with the holders of the common shares on all matters put before the shareholders.

Conversion. The Series B preferred shares are not convertible into common shares or any other security.

Redemption. The Series B preferred shares are not redeemable.

Dividends. The Series B preferred shares have no dividend rights.

Transferability. All issued and outstanding Series B preferred shares must be held of record by one holder, and the Series B preferred shares shall not be transferred or sold without the prior approval of our board of directors.

Liquidation Preference. Upon any liquidation, dissolution or winding up of the Company, the Series B preferred shares will rank pari-passu with the common shareholders and shall be entitled to receive a payment equal to the par value of $0.0001 per share. The Series B preferred holder has no other rights to distributions upon any liquidation, dissolution or winding up of the Company.

Shareholder Meetings

Under our third amended and restated bylaws, annual shareholder meetings will be held at a time and place selected by our board of directors. The meetings may be held in or outside of the Marshall Islands. Special meetings of the shareholders, unless otherwise prescribed by law, may be called for any purpose or purposes at any time by the chairman of the board of directors, a majority of the entire board of directors, or the chief executive officer. Notice of every annual and special meeting of shareholders shall be given at least 15 but not more than 60 days before such meeting to each shareholder of record entitled to vote thereat.

Directors

Our directors are elected by the affirmative vote of a plurality of the votes cast at a meeting of the shareholders by the holders of shares entitled to vote in the election. Our restated articles of incorporation, as amemded, and third amended and restated bylaws do not provide for cumulative voting in the election of directors.

The board of directors must consist of at least one member and not more than thirteen. Each director shall be elected to serve until the third succeeding annual meeting of shareholders and until his successor shall have been duly elected and qualified, except in the event of his death, resignation, removal, or the earlier termination of his term of office. The board of directors has the authority to fix the amounts which shall be payable to the members of our board of directors, and to members of any committee, for attendance at any meeting or for services rendered to us.

Classified Board

Our restated articles of incorporation, as amended, provide for the division of our board of directors into three classes of directors, with each class as nearly equal in number as possible, serving staggered, three-year terms. Approximately one-third of our board of directors will be elected each year. This classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of our company. It could also delay shareholders who do not agree with the policies of the board of directors from removing a majority of the board of directors for two years.

Election and Removal

Our third amended and restated bylaws require parties other than the board of directors to give advance written notice of nominations for the election of directors. The entire Board of Directors or any individual Director may be removed, with cause, by a majority vote of the holders of the outstanding shares then entitled to vote at an election of directors. No Director may be removed without cause by either the stockholders or the Board of Directors. Except as otherwise provided by applicable law, cause for the removal of a Director shall be deemed to exist only if the Director whose removal is proposed: (i) has been convicted, or has been granted immunity to testify in any proceeding in which another has been convicted, of a felony by a court of competent jurisdiction and that conviction is no longer subject to direct appeal; (ii) has been found to have been negligent or guilty of misconduct in the performance of his duties to the Corporation in any matter of substantial importance to the Corporation by (A) the affirmative vote of at least 80% of the directors then in office at any meeting of the Board of Directors called for that purpose or (B) a court of competent jurisdiction; or (iii) has been adjudicated by a court of competent jurisdiction to be mentally incompetent, which mental incompetence directly affects his ability to serve as a director of the Corporation. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.

Dissenters’ Rights of Appraisal and Payment

Under the BCA, our shareholders generally have the right to dissent from the sale of all or substantially all of our assets not made in the usual course of our business and receive payment of the fair value of their shares. However, the right of a dissenting shareholder to receive payment of the appraised fair value of his shares is not available under the BCA for the shares of any class or series of stock, which shares at the record date fixed to determine the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or consolidation, were either (i) listed on a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders. In the event of any further amendment of our articles of incorporation, a shareholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. The dissenting shareholder must follow the procedures set forth in the BCA to receive payment.

Shareholders’ Derivative Actions

Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided that the shareholder bringing the action is a holder of common shares both at the time the derivative action is commenced and at the time of the transaction to which the action relates.

Anti-takeover Provisions of our Charter Documents

Several provisions of our restated articles of incorporation, as amended, and third amended and restated bylaws may have anti-takeover effects. In addition, we have entered into the Rights Agreement, pursuant to which our board of directors may cause the substantial dilution of any person that attempts to acquire us without the approval of our board of directors. These provisions of our organizational documents and the Rights Agreement are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions, including those summarized below, could also discourage, delay or prevent (1) the merger or acquisition of our company by means of a tender offer, a proxy contest or otherwise, that a shareholder may consider in its best interest and (2) the removal of incumbent officers and directors.

Classified Board of Directors

Our restated articles of incorporation, as amended, provide for the division of our board of directors into three classes of directors, with each class as nearly equal in number as possible, serving staggered, three-year terms. Approximately one-third of our board of directors is elected each year. This classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control of us. It could also delay shareholders who do not agree with the policies of our board of directors from removing a majority of our board of directors for two years.

Election and Removal of Directors

Our restated articles of incorporation, as amended, prohibit cumulative voting in the election of directors. Our third amended and restated bylaws require parties other than the board of directors to give advance written notice of nominations for the election of directors. Our third amended and restated bylaws also provide that our directors may be removed only for cause and only upon the affirmative vote of a majority of the outstanding shares of our capital stock entitled to vote for those directors. These provisions may discourage, delay or prevent the removal of incumbent officers and directors.

Advance Notice Requirements for Shareholder Proposals and Director Nominations

Our third amended and restated bylaws provide that shareholders seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders must provide timely notice of their proposal in writing to the corporate secretary. Generally, to be timely, a shareholder’s notice must be received at our principal executive offices not less than 150 days nor more than 180 days prior to the one-year anniversary of the preceding year’s annual meeting. Our third amended and restated bylaws also specify requirements as to the form and content of a shareholder’s notice. These provisions may impede shareholders’ ability to bring matters before an annual meeting of shareholders or make nominations for directors at an annual meeting of shareholders.

Limited Actions by Shareholders

Our third amended and restated bylaws provide that any action required or permitted to be taken by our shareholders must be effected at an annual or special meeting of shareholders or by the unanimous written consent of our shareholders.

Our third amended and restated bylaws provide that the chairman of the board of directors, a majority of the board of directors, or the chief executive officer may call special meetings of our shareholders and the business transacted at the special meeting is limited to the purposes stated in the notice. Accordingly, a shareholder may be prevented from calling a special meeting for shareholder consideration of a proposal over the opposition of our board of directors and shareholder consideration of a proposal may be delayed until the next annual meeting.

Blank Check Preferred Stock

Under the terms of our restated articles of incorporation, as amended, our board of directors has authority, without any further vote or action by our shareholders, to issue up to 25,000,000 shares of blank check preferred stock. Our board of directors may issue shares of preferred stock on terms calculated to discourage, delay or prevent a change of control of our company or the removal of our management.

Transfer Agent

The registrar and transfer agent for our common shares and warrants is Continental Stock Transfer & Trust Company.

Listing

Our common shares (including the Rights) trade on the Nasdaq Capital Market under the symbols “SHIP.”.

CERTAIN MARSHALL ISLANDS COMPANY CONSIDERATIONS

Our corporate affairs are governed by our restated articles of incorporation, as amended, our third amended and restated bylaws and the BCA. The provisions of the BCA resemble provisions of the corporation laws of a number of states in the United States, including Delaware. While the BCA also provides that it is to be interpreted according to the laws of the State of Delaware and other states with substantially similar legislative provisions, there have been few, if any, court cases interpreting the BCA in the Marshall Islands, and we cannot predict whether Marshall Islands courts would reach the same conclusions as Delaware or other courts in the United States. Accordingly, you may have more difficulty in protecting your interests under Marshall Islands law in the face of actions by our management, directors or controlling shareholders than would shareholders of a corporation incorporated in a U.S. jurisdiction that has developed a substantial body of case law. Furthermore, the Marshall Islands lacks a bankruptcy statute, and in the event of any bankruptcy, insolvency, liquidation, dissolution, reorganization or similar proceeding involving the Company, the bankruptcy laws of the United States or of another country having jurisdiction over the Company would apply. The following table provides a comparison between certain statutory provisions of the BCA and the Delaware General Corporation Law relating to shareholders’ rights.

Marshall Islands			Delaware
Shareholder Meetings
Held at a time and place as designated in the bylaws.			May be held at such time or place as designated in the certificate of incorporation or the bylaws, or if not so designated, as determined by the board of directors.
Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the articles of incorporation or by the bylaws.			Special meetings of the shareholders may be called by the board of directors or by such person or persons as may be authorized by the certificate of incorporation or by the bylaws.
May be held in or outside of the Marshall Islands.			May be held in or outside of Delaware.
Notice:			Notice:
---	---	---	---
Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, date and hour of the meeting and, unless it is<br> an annual meeting, indicate that it is being issued by or at the direction of the person calling the meeting.			Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the<br> means of remote communication, if any.
A copy of the notice of any meeting shall be given personally or sent by mail not less than 15 nor more than 60 days before the meeting.			Written notice shall be given not less than 10 nor more than 60 days before the meeting.
Shareholders’ Voting Rights
Unless otherwise provided in the articles of incorporation, any action required by the BCA to be taken at a meeting of shareholders may be taken without a meeting if a consent or consents in writing, setting<br> forth the action so taken, shall be signed by all the shareholders entitled to vote with respect to the subject matter thereof, or if the articles of incorporation so provide, by the holders of outstanding shares having not less than the<br> minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.			Any action required to be taken by a meeting of shareholders may be taken without a meeting if a consent for such action is in writing and is signed by shareholders having not less than the minimum number of<br> votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.
Any person authorized to vote may authorize another person or persons to act for him by proxy.			Any person authorized to vote may authorize another person or persons to act for him by proxy.

Marshall Islands			Delaware
Unless otherwise provided in the articles of incorporation or the bylaws, a majority of shares entitled to vote constitutes a quorum. In no event shall a quorum consist of fewer than one-third of the common<br> shares entitled to vote at a meeting.			For stock corporations, the certificate of incorporation or bylaws may specify the number of shares required to constitute a quorum but in no event shall a quorum consist of less than one-third of shares<br> entitled to vote at a meeting. In the absence of such specifications, a majority of shares entitled to vote shall constitute a quorum.
When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.			When a quorum is once present to organize a meeting, it is not broken by the subsequent withdrawal of any shareholders.
The articles of incorporation may provide for cumulative voting in the election of directors.			The certificate of incorporation may provide for cumulative voting in the election of directors.
Removal:			Removal:
If the articles of incorporation or the bylaws so provide, any or all of the directors may be removed without cause by vote of the shareholders.<br><br> <br><br><br> <br>Any or all of the directors may be removed for cause by vote of the shareholders. The articles of incorporation or the specific provisions of a bylaw may provide for such removal by action of the board.			Any or all of the directors may be removed, with or without cause, by the holders of a majority of the shares entitled to vote except: (1) unless the certificate of incorporation otherwise provides, in the<br> case of a corporation whose board is classified, shareholders may effect such removal only for cause, or (2) if the corporation has cumulative voting, if less than the entire board is to be removed, no director may be removed without cause if<br> the votes cast against such director’s removal would be sufficient to elect such director if then cumulatively voted at an election of the entire board of directors, or, if there be classes of directors, at an election of the class of<br> directors of which such director is a part.
Directors
Number of board members can be changed by an amendment to the bylaws, by the shareholders, or by action of the board under the specific provisions of a bylaw.			Number of board members shall be fixed by, or in a manner provided by, the bylaws, unless the certificate of incorporation fixes the number of directors, in which case a change in the number shall be made only<br> by amendment to the certificate of incorporation.
The board of directors must consist of at least one member.If the board of directors is authorized to change the number of directors, it can only do so by a majority of the entire board of directors and so long<br> as no decrease in the number shortens the term of any incumbent director.			The board of directors must consist of at least one member.
Dissenter’s Rights of Appraisal
Shareholders have a right to dissent from any plan of merger, consolidation or sale of all or substantially all assets not made in the usual course of business, and receive payment of the fair value of their<br> shares. However, the right of a dissenting shareholder under the BCA to receive payment of the appraised fair value of his shares is not available for the shares of any class or series of stock, which shares at the record date fixed to<br> determine the shareholders entitled to receive notice of and to vote at the meeting of the shareholders to act upon the agreement of merger or consolidation or any sale or exchange of all or substantially all assets, were either (i) listed on<br> a securities exchange or admitted for trading on an interdealer quotation system or (ii) held of record by more than 2,000 holders.			Appraisal rights shall be available for the shares of any class or series of stock of a corporation in a merger or consolidation, subject to limited exceptions, such as a merger or consolidation of corporations<br> listed on a national securities exchange in which listed shares are the offered consideration or if such shares are held of record by more than 2,000 holders.

Marshall Islands			Delaware
A holder of any adversely affected shares who does not vote on or consent in writing to an amendment to the articles of incorporation has the right to dissent and to<br> receive payment for such shares if the amendment:
Alters or abolishes any preferential right of any outstanding shares having preference; or
Creates, alters or abolishes any provision or right in respect to the redemption of any outstanding shares.
Alters or abolishes any preemptive right of such holder to acquire shares or other securities; or
Excludes or limits the right of such holder to vote on any matter, except as such right may be limited by the voting rights given to new shares then being authorized of any existing or new<br> class.
Shareholders’ Derivative Actions
An action may be brought in the right of a corporation to procure a judgment in its favor, by a holder of shares or of voting trust certificates or of a beneficial interest in such shares or certificates. It<br> shall be made to appear that the plaintiff is such a holder at the time the action is brought and that he was such a holder at the time of the transaction of which he complains, or that his shares or his interest therein devolved upon him by<br> operation of law.			In any derivative suit instituted by a shareholder or a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he<br> complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law.
A complaint shall set forth with particularity the efforts of the plaintiff to secure the initiation of such action by the board of directors or the reasons for not making such effort. Such action shall not be<br> discontinued, compromised or settled without the approval of the High Court of the Republic of the Marshall Islands.
Reasonable expenses including attorneys’ fees may be awarded if the action is successful.
A corporation may require a plaintiff bringing a derivative suit to give security for reasonable expenses if the plaintiff owns less than 5% of any class of stock and the common shares have a value of $50,000<br> or less.

Exhibit 4.5

AMENDED AND RESTATED

SEANERGY MARITIME HOLDINGS CORP.

2011 EQUITY INCENTIVE PLAN

ADOPTED ON MARCH 27, 2023

ARTICLE I.

General

1.1.	Purpose

The Seanergy Maritime Holdings Corp. 2011 Equity Incentive Plan (the “Plan”) is designed to provide certain Key Persons (as defined below), whose initiative and efforts are deemed to be important to the successful conduct of the business of Seanergy Maritime Holdings Corp. (the “Company”), with incentives to (a) enter into and remain in the service of the Company or its Affiliates (as defined below), (b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of the Company.

1.2.	Administration

(a) Administration. The Plan shall be administered by the Compensation Committee of the Company’s Board of Directors (the “Board”) or such other committee of the Board as may be designated by the Board to administer the Plan (the “Administrator”); provided that (i) in the event the Company is subject to Section 16 of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”), the Administrator shall be composed of two or more directors, each of whom is a “Non-Employee Director” (a “Non-Employee Director”) under Rule 16b-3 (as promulgated and interpreted by the Securities and Exchange Commission (the “SEC”) under the 1934 Act, or any successor rule or regulation thereto as in effect from time to time (“Rule 16b-3”)), and (ii) the Administrator shall be composed solely of two or more directors who are “independent directors” under the rules of any stock exchange on which the Company’s Common Stock (as defined below) is traded; provided further, however, that, (A) the requirement in the preceding clause (i) shall apply only when required to exempt an Award intended to qualify for an exemption under the applicable provisions referenced therein, (B) the requirement in the preceding clause (ii) shall apply only when required pursuant to the applicable rules of the applicable stock exchange and (C) if at any time the Administrator is not so composed as required by the preceding provisions of this sentence, that fact will not invalidate any grant made, or action taken, by the Administrator hereunder that otherwise satisfies the terms of the Plan. Subject to the terms of the Plan and applicable law, and in addition to other express powers and authorizations conferred on the Administrator by the Plan, the Administrator shall have the full power and authority to: (1) designate the Persons (as defined below) to receive Awards (as defined below) under the Plan; (2) determine the types of Awards granted to a participant under the Plan; (3) determine the number of shares to be covered by, or with respect to which payments, rights or other matters are to be calculated with respect to, Awards; (4) determine the terms and conditions of any Awards; (5) determine whether, and to what extent, and under what circumstances, Awards may be settled or exercised in cash, shares, other securities, other Awards or other property, or cancelled, forfeited or suspended, and the methods by which Awards may be settled, exercised, cancelled, forfeited or suspended; (6) determine whether, to what extent, and under what circumstances cash, shares, other securities, other Awards, other property and other amounts payable with respect to an Award shall be deferred, either automatically or at the election of the holder thereof or the Administrator; (7) construe, interpret and implement the Plan and any Award Agreement (as defined below); (8) prescribe, amend, rescind or waive rules and regulations relating to the Plan, including rules governing its operation, and appoint such agents as it shall deem appropriate for the proper administration of the Plan; (9) correct any defect, supply any omission and reconcile any inconsistency in the Plan or any Award Agreement; and (10) make any other determination and take any other action that the Administrator deems necessary or desirable for the administration of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Administrator, may be made at any time and shall be final, conclusive and binding upon all Persons.

(b) General Right of Delegation. Except to the extent prohibited by applicable law, the applicable rules of a stock exchange or any charter, by-laws or other agreement governing the Administrator, the Administrator may delegate all or any part of its responsibilities to any Person or Persons selected by it; provided, however, that in no event shall an officer of the Company be delegated the authority to grant Awards to, or amend Awards held by, the following individuals: (i) individuals who are subject to Section 16 of the 1934 Act, or (ii) officers of the Company (or directors of the Company) to whom authority to grant or amend Awards has been delegated hereunder; provided, further, that any delegation of administrative authority shall only be permitted to the extent it is permissible under applicable securities laws (including, without limitation, Rule 16b-3, to the extent applicable) and the rules of any applicable stock exchange. Any delegation hereunder shall be subject to the restrictions and limits that the Administrator specifies at the time of such delegation, and the Administrator may at any time rescind the authority so delegated or appoint a new delegate. At all times, the delegatee appointed under this Section 1.2(b) shall serve in such capacity at the pleasure of the Administrator.

(c) Indemnification. No member of the Board, the Administrator or any employee of the Company or an Affiliate (each such Person, a "Covered Person") shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect to the Plan or any Award hereunder. Each Covered Person shall be indemnified and held harmless by the Company against and from (i) any loss, cost, liability or expense (including attorneys' fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement and (ii) any and all amounts paid by such Covered Person, with the Company's approval, in settlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person; provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company's choice. The foregoing right of indemnification shall not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication, in either case not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered Person's bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by the Company's articles of incorporation or by-laws (in each case, as amended and/or restated). The foregoing right of indemnification shall not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under the Company's articles of incorporation or by-laws (in each case, as amended and/or restated), as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Persons or hold them harmless.

(d) Delegation of Authority to Senior Officers. The Administrator may, in accordance with and subject to the terms of Section 1.2(b), delegate, on such terms and conditions as it determines, to one or more senior officers of the Company the authority to make grants of Awards to employees of the Company and its Subsidiaries (as defined below) (including any such prospective employee) and consultants of the Company and its Subsidiaries.

(e) Award Grants. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time to time, grant Awards to Non-Employee Directors or administer the Plan with respect to such Awards, in which event the Board shall have all the authority and responsibility granted to the Administrator herein with respect to such Awards. In determining Awards to be granted under the Plan, the Administrator shall take into account such factors as it deem advisable, which may include taking into account the Company’s performance, the Award recipient’s performance, and/or the satisfaction of any performance goals or targets as may established from time to time.

1.3.	Persons Eligible for Awards

The Persons eligible to receive Awards under the Plan are those directors, officers and employees (including any prospective officer or employee) of the Company and its Subsidiaries and Affiliates and consultants and service providers (including individuals who are employed by or provide services to any entity that is itself such a consultant or service provider) to the Company and its Subsidiaries and Affiliates (collectively, “Key Persons”) as the Administrator shall select.

1.4.	Types of Awards

Awards may be made under the Plan in the form of (a) “incentive stock options” that are intended to qualify for special U.S. federal income tax treatment pursuant to Sections 421 and 422 of the Code (as defined below), as may be amended from time to time, or pursuant to a successor provision of the Code, and which is so designated in the applicable Award Agreement, (b) non-qualified stock options (i.e., any stock options granted under the Plan that are not “incentive stock options”), (c) stock appreciation rights, (d) restricted stock, (e) restricted stock units and (f) unrestricted stock, all as more fully set forth in the Plan. The term “Award” means any of the foregoing that are granted under the Plan. No incentive stock option (other than an incentive stock option that may be assumed or issued by the Company in connection with a transaction to which Section 424(a) of the Code applies) may be granted under the Plan to a Person who is not eligible to receive an incentive stock option under the Code.

1.5.	Shares Available for Awards; Adjustments for Changes in Capitalization

(a) Maximum Number. Subject to adjustment as provided in Section 1.5(c), the aggregate number of shares of common stock of the Company, par value $.0001 (“Common Stock”), with respect to which Awards may at any time be granted under the Plan shall be 2,000,000. The following shares of Common Stock shall again become available for Awards under the Plan: (i) any shares that are subject to an Award under the Plan and that remain unissued upon the cancellation or termination of such Award for any reason whatsoever; (ii) any shares of restricted stock forfeited pursuant to the Plan or the applicable Award Agreement; provided that any dividend equivalent rights with respect to such shares that have not theretofore been directly remitted to the grantee are also forfeited; and (iii) any shares in respect of which an Award is settled for cash without the delivery of shares to the grantee. Any shares tendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any Award shall again become available to be delivered pursuant to Awards under the Plan.

(b) Source of Shares. Shares issued pursuant to the Plan may be authorized but unissued Common Stock or treasury shares. The Administrator may direct that any stock certificate evidencing shares issued pursuant to the Plan shall bear a legend setting forth such restrictions on transferability as may apply to such shares.

(c) Adjustments. (i) In the event that any dividend or other distribution (whether in the form of cash, Company shares, other securities or other property), stock split, reverse stock split, reorganization, merger, consolidation, split-up, combination, repurchase or exchange of Company shares or other securities of the Company, issuance of warrants or other rights to purchase Company shares or other securities of the Company, or other similar corporate transaction or event, other than an Equity Restructuring (as defined below), affects the Company shares such that an adjustment is determined by the Administrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to an Award, then the Administrator shall, in such manner as it may deem equitable, adjust any or all of the number of shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted under the Plan, including the maximum number of shares issuable to an individual as set forth in Section 1.5(d).

(ii) The Administrator is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including the events described in Section 1.5(c)(i) or the occurrence of a Change in Control (as defined below), other than an Equity Restructuring) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles or law, whenever the Administrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan or with respect to an Award, including providing for (A) adjustment to (1) the number of shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards or to which outstanding Awards relate and (2) the Exercise Price (as defined below) with respect to any Award and (B) a substitution or assumption of Awards, accelerating the exercisability or vesting of, or lapse of restrictions on, Awards, or accelerating the termination of Awards by providing for a period of time for exercise prior to the occurrence of such event, or, if deemed appropriate or desirable, providing for a cash payment to the holder of an outstanding Award in consideration for the cancellation of such Award (it being understood that, in such event, any option or stock appreciation right having a per share Exercise Price equal to, or in excess of, the Fair Market Value (as defined below) of a share subject to such option or stock appreciation right may be cancelled and terminated without any payment or consideration therefor); provided, however, that with respect to options and stock appreciation rights, unless otherwise determined by the Administrator, such adjustment shall be made in accordance with the provisions of Section 424(h) of the Code.

(iii) In the event of (A) a dissolution or liquidation of the Company, (B) a sale of all or substantially all the Company’s assets or (C) a merger, reorganization or consolidation involving the Company or one of its Subsidiaries (as defined below), the Administrator shall have the power to:

(1) provide that outstanding options, stock appreciation rights and/or restricted stock units (including any related dividend equivalent right) shall either continue in effect, be assumed or an equivalent award shall be substituted therefor by the successor corporation or a parent corporation or subsidiary corporation;

(2) cancel, effective immediately prior to the occurrence of such event, options, stock appreciation rights and/or restricted stock units (including each dividend equivalent right related thereto) outstanding immediately prior to such event (whether or not then exercisable) and, in full consideration of such cancellation, pay to the holder of such Award a cash payment in an amount equal to the excess, if any, of the Fair Market Value (as of a date specified by the Administrator) of the shares subject to such Award over the aggregate Exercise Price of such Award (it being understood that, in such event, any option or stock appreciation right having a per share Exercise Price equal to, or in excess of, the Fair Market Value of a share subject to such option or stock appreciation right may be cancelled and terminated without any payment or consideration therefor); or

(3) notify the holder of an option or stock appreciation right in writing or electronically that each option and stock appreciation right shall be fully vested and exercisable for a period of 30 days from the date of such notice, or such shorter period as the Administrator may determine to be reasonable, and the option or stock appreciation right shall terminate upon the expiration of such period (which period shall expire no later than immediately prior to the consummation of the corporate transaction).

(iv) In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in this Section 1.5(c):

(A) The number and type of securities or other property subject to each outstanding Award and the Exercise Price or grant price thereof, if applicable, shall be equitably adjusted; and

(B) The Administrator shall make such equitable adjustments, if any, as the Administrator may deem appropriate to reflect such Equity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustments of the limitations set forth in Sections 1.5(a) and 1.5(d)). The adjustments provided under this Section 1.5(c)(iv) shall be nondiscretionary and shall be final and binding on the affected participant and the Company.

(d) Individual Limit. Except for the limits set forth in this Section 1.5, no provision of this Plan shall be deemed to limit the number or value of shares of Common Stock with respect to which the Administrator may make Awards to any Key Person. Subject to adjustment as provided in Section 1.5(c), the total number of shares of Common Stock with respect to which incentive stock options may be granted under the Plan to any one employee of the Company or a “parent corporation” or “subsidiary corporation” (as such terms are defined in Section 424 of the Code) of the Company during any one calendar year shall not exceed 3,125,000. Incentive stock options granted and subsequently cancelled or deemed to be cancelled (e.g., as a result of re-pricing) in a calendar year count against the limit in the preceding sentence even after their cancellation.

1.6.	Definitions of Certain Terms

(a) “Affiliate” shall mean (i) any entity that, directly or indirectly, is controlled by, controls or is under common control with, the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Administrator.

(b) Unless otherwise set forth in the applicable Award Agreement, in connection with a termination of employment or consultancy/service relationship or a dismissal from Board membership, for purposes of the Plan, the term “for Cause” shall be defined as follows:

(i) if there is an employment, severance, consulting, service, change in control or other agreement governing the relationship between the grantee, on the one hand, and the Company or an Affiliate, on the other hand, that contains a definition of “cause” (or similar phrase), for purposes of the Plan, the term “for Cause” shall mean those acts or omissions that would constitute “cause” under such agreement; or

(ii) if the preceding clause (i) is not applicable to the grantee, for purposes of the Plan, the term "for Cause" shall mean any of the following:

(A) any failure by the grantee substantially to perform the grantee’s employment or consulting/service or Board membership duties;

(B) any excessive unauthorized absenteeism by the grantee;

(D) any act or omission by the grantee that is or may be injurious to the Company or any Affiliate, whether monetarily, reputationally or otherwise;

(E) any act by the grantee that is inconsistent with the best interests of the Company or any Affiliate;

(F) the grantee’s gross negligence that is injurious to the Company or any Affiliate, whether monetarily, reputationally or otherwise;

(G) the grantee’s material violation of any of the policies of the Company or an Affiliate, as applicable, including, without limitation, those policies relating to discrimination or sexual harassment;

(H) the grantee’s material breach of his or her employment or service contract with the Company or any Affiliate;

(I) the grantee’s unauthorized (1) removal from the premises of the Company or an Affiliate of any document (in any medium or form) relating to the Company or an Affiliate or the customers or clients of the Company or an Affiliate or (2) disclosure to any Person of any of the Company’s, or any Affiliate’s, confidential or proprietary information;

(J) the grantee’s being convicted of, or entering a plea of guilty or nolo contendere to, any crime that constitutes a felony or involves moral turpitude; and

(K) the grantee’s commission of any act involving dishonesty or fraud.

Any rights the Company or its Affiliates may have under the Plan in respect of the events giving rise to a termination or dismissal “for Cause” shall be in addition to any other rights the Company or its Affiliates may have under any other agreement with a grantee or at law or in equity. Any determination of whether a grantee’s employment, consultancy/service relationship or Board membership is (or is deemed to have been) terminated “for Cause” shall be made by the Administrator. If, subsequent to a grantee’s voluntary termination of employment or consultancy/service relationship or voluntarily resignation from the Board or involuntary termination of employment or consultancy/service relationship without Cause or removal from the Board other than “for Cause”, it is discovered that the grantee’s employment or consultancy/service relationship or Board membership could have been terminated “for Cause”, the Administrator may deem such grantee’s employment or consultancy/service relationship or Board membership to have been terminated “for Cause” upon such discovery and determination by the Administrator.

(d) Unless otherwise set forth in the applicable Award Agreement, “Disability” shall mean the grantee’s being unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or the grantee’s, by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than three months under an accident and health plan covering employees of the grantee’s employer. The existence of a Disability shall be determined by the Administrator.

(e) “Equity Restructuring” shall mean a non-reciprocal transaction between the Company and its stockholders, such as a stock dividend, stock split, spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the shares of Common Stock (or other securities of the Company) or the share price thereof and causes a change in the per share value of the shares underlying outstanding Awards.

(f) “Exercise Price” shall mean (i) in the case of options, the price specified in the applicable Award Agreement as the price-per-share at which such share can be purchased pursuant to the option or (ii) in the case of stock appreciation rights, the price specified in the applicable Award Agreement as the reference price-per-share used to calculate the amount payable to the grantee.

(g) The “Fair Market Value” of a share of Common Stock on any day shall be the closing price on the Nasdaq Global Market, or such other primary stock exchange upon which such shares are then listed, as reported for such day in The Wall Street Journal, or, if no such price is reported for such day, the average of the high bid and low asked price of Common Stock as reported for such day. If no quotation is made for the applicable day, the Fair Market Value of a share of Common Stock on such day shall be determined in the manner set forth in the preceding sentence for the next preceding trading day. Notwithstanding the foregoing, if there is no reported closing price or high bid/low asked price that satisfies the preceding sentences, or if otherwise deemed necessary or appropriate by the Administrator, the Fair Market Value of a share of Common Stock on any day shall be determined by such methods and procedures as shall be established from time to time by the Administrator. The “Fair Market Value” of any property other than Common Stock shall be the fair market value of such property determined by such methods and procedures as shall be established from time to time by the Administrator.

(h) "Person" shall mean any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association, joint venture, joint stock company, governmental body or other entity of any kind.

(i) “Repricing” shall mean (i) lowering the Exercise Price of an option or a stock appreciation right after it has been granted, (ii) the cancellation of an option or a stock appreciation right in exchange for cash or another Award when the Exercise Price exceeds the Fair Market Value of the underlying shares subject to the Award and (iii) any other action with respect to an option or a stock appreciation right that is treated as a repricing under (A) generally accepted accounting principles or (B) any applicable stock exchange rules.

(j) Unless otherwise set forth in the applicable Award Agreement, “Retirement” shall mean a grantee’s resignation of employment or consultancy/service relationship or dismissal from the Board, with the Company’s or its applicable Affiliate’s prior consent, on or after (i) his or her 65th birthday, (ii) the date on which he or she has attained age 60 and completed at least five years of service with the Company or one or more of its Affiliates (using any method of calculation the Administrator deems appropriate) or (iii) if approved by the Administrator, on or after his or her having completed at least 20 years of service with the Company or one or more of its Affiliates (using any method of calculation the Administrator deems appropriate).

(k) “Subsidiary” shall mean any entity in which the Company, directly or indirectly, has a 50% or more equity interest.

ARTICLE II.

Awards Under The Plan

2.1.	Agreements Evidencing Awards

Each Award granted under the Plan shall be evidenced by a written certificate (“Award Agreement”), which shall contain such provisions as the Administrator may deem necessary or desirable and which may, but need not, require execution or acknowledgment by a grantee. The Award shall be subject to all of the terms and provisions of the Plan and the applicable Award Agreement.

2.2.	Grant of Stock Options and Stock Appreciation Rights

(a) Stock Option Grants. The Administrator may grant non-qualified stock options and/or incentive stock options (collectively, “options”) to purchase shares of Common Stock from the Company to such Key Persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Administrator shall determine, subject to the provisions of the Plan. Except to the extent otherwise specifically provided in the applicable Award Agreement, no option will be treated as an “incentive stock option” for purposes of the Code. Incentive stock options may be granted to employees of the Company and any “parent corporation” or “subsidiary corporation” (as such terms are defined in Section 424 of the Code) of the Company. In the case of incentive stock options, the terms and conditions of such Awards shall be subject to such applicable rules as may be prescribed by Sections 421, 422 and 424 of the Code and any regulations related thereto, as may be amended from time to time. If an option is intended to be an incentive stock option, and if for any reason such option (or any portion thereof) shall not qualify as an incentive stock option for purposes of Section 422 of the Code, then, to the extent of such non-qualification, such option (or portion thereof) shall be regarded as a non-qualified stock option appropriately granted under the Plan; provided that such option (or portion thereof) otherwise complies with the Plan’s requirements relating to option Awards. It shall be the intent of the Administrator to not grant an Award in the form of stock options to any Key Person who is then subject to the requirements of Section 409A of the Code with respect to such Award if the Common Stock (as defined below) underlying such Award does not then qualify as “service recipient stock” for purposes of Section 409A. Furthermore, it shall be the intent of the Administrator, in granting options to Key Persons who are subject to Section 409A and/or 457 of the Code, to structure such options so as to comply with the requirements of Section 409A and/or 457 of the Code, as applicable.

(b) Stock Appreciation Right Grants; Types of Stock Appreciation Rights. The Administrator may grant stock appreciation rights to such Key Persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Administrator shall determine, subject to the provisions of the Plan. The terms of a stock appreciation right may provide that it shall be automatically exercised for a payment upon the happening of a specified event that is outside the control of the grantee and that it shall not be otherwise exercisable. Stock appreciation rights may be granted in connection with all or any part of, or independently of, any option granted under the Plan. It shall be the intent of the Administrator to not grant an Award in the form of stock appreciation rights to any Key Person (i) who is then subject to the requirements of Section 409A of the Code with respect to such Award if the Common Stock underlying such Award does not then qualify as “service recipient stock” for purposes of Section 409A or (ii) if such Award would create adverse tax consequences for such Key Person under Section 457A of the Code.

(c) Nature of Stock Appreciation Rights. The grantee of a stock appreciation right shall have the right, subject to the terms of the Plan and the applicable Award Agreement, to receive from the Company an amount equal to (i) the excess of the Fair Market Value of a share of Common Stock on the date of exercise of the stock appreciation right over the Exercise Price of the stock appreciation right, multiplied by (ii) the number of shares with respect to which the stock appreciation right is exercised. Each Award Agreement with respect to a stock appreciation right shall set forth the Exercise Price of such Award and, unless otherwise specifically provided in the Award Agreement, the Exercise Price of a stock appreciation right shall equal the Fair Market Value of a share of Common Stock on the date of grant; provided that in no event may such Exercise Price be less than the greater of (A) the Fair Market Value of a share of Common Stock on the date of grant and (B) the par value of a share of Common Stock. Payment upon exercise of a stock appreciation right shall be in cash or in shares of Common Stock (valued at their Fair Market Value on the date of exercise of the stock appreciation right) or any combination of both, all as the Administrator shall determine. Repricing of stock appreciation rights granted under the Plan shall not be permitted (1) to the extent such action could cause adverse tax consequences to the grantee under Sections 409A or 457A of the Code or (2) without prior shareholder approval, to the extent such approval would be required to be obtained by the Company pursuant to the applicable rules of any applicable stock exchange on which the Common Stock is then listed, and any action that would be deemed to result in a Repricing of a stock appreciation right shall be deemed null and void if it would cause such adverse tax consequences or if any requisite shareholder approval related thereto is not obtained prior to the effective time of such action. Upon the exercise of a stock appreciation right granted in connection with an option, the number of shares subject to the option shall be reduced by the number of shares with respect to which the stock appreciation right is exercised. Upon the exercise of an option in connection with which a stock appreciation right has been granted, the number of shares subject to the stock appreciation right shall be reduced by the number of shares with respect to which the option is exercised.

(d) Option Exercise Price. Each Award Agreement with respect to an option shall set forth the Exercise Price of such Award and, unless otherwise specifically provided in the Award Agreement, the Exercise Price of an option shall equal the Fair Market Value of a share of Common Stock on the date of grant; provided that in no event may such Exercise Price be less than the greater of (i) the Fair Market Value of a share of Common Stock on the date of grant and (ii) the par value of a share of Common Stock. Repricing of options granted under the Plan shall not be permitted (1) to the extent such action could cause adverse tax consequences to the grantee under Sections 409A or 457A of the Code or (2) without prior shareholder approval, to the extent such approval would be required to be obtained by the Company pursuant to the applicable rules of any applicable stock exchange on which the Common Stock is then listed, and any action that would be deemed to result in a Repricing of an option shall be deemed null and void if it would cause such adverse tax consequences or if any requisite shareholder approval related thereto is not obtained prior to the effective time of such action.

2.3.	Exercise of Options and Stock Appreciation Rights

Subject to the other provisions of this Article II and the Plan, each option and stock appreciation right granted under the Plan shall be exercisable as follows:

(a) Timing and Extent of Exercise. Options and stock appreciation rights shall be exercisable at such times and under such conditions as determined by the Administrator and set forth in the corresponding Award Agreement, but in no event shall any portion of such Award be exercisable subsequent to the tenth anniversary of the date on which such Award was granted. Unless the applicable Award Agreement otherwise provides, an option or stock appreciation right may be exercised from time to time as to all or part of the shares as to which such Award is then exercisable.

(b) Notice of Exercise. An option or stock appreciation right shall be exercised by the filing of a written notice with the Company or the Company’s designated exchange agent (the “Exchange Agent”), on such form and in such manner as the Administrator shall prescribe.

(c) Payment of Exercise Price. Any written notice of exercise of an option shall be accompanied by payment for the shares being purchased. Such payment shall be made: (i) by certified or official bank check (or the equivalent thereof acceptable to the Company or its Exchange Agent) for the full option Exercise Price; (ii) with the consent of the Administrator, which consent shall be given or withheld in the sole discretion of the Administrator, by delivery of shares of Common Stock having a Fair Market Value (determined as of the exercise date) equal to all or part of the option Exercise Price and a certified or official bank check (or the equivalent thereof acceptable to the Company or its Exchange Agent) for any remaining portion of the full option Exercise Price; or (iii) at the sole discretion of the Administrator and to the extent permitted by law, by such other provision, consistent with the terms of the Plan, as the Administrator may from time to time prescribe (whether directly or indirectly through the Exchange Agent), or by any combination of the foregoing payment methods.

(d) Delivery of Certificates Upon Exercise. Subject to Sections 3.2, 3.4 and 3.13, promptly after receiving payment of the full option Exercise Price, or after receiving notice of the exercise of a stock appreciation right for which the Administrator determines payment will be made partly or entirely in shares, the Company or its Exchange Agent shall (i) deliver to the grantee, or to such other Person as may then have the right to exercise the Award, a certificate or certificates for the shares of Common Stock for which the Award has been exercised or, in the case of stock appreciation rights, for which the Administrator determines will be made in shares or (ii) establish an account evidencing ownership of the stock in uncertificated form. If the method of payment employed upon an option exercise so requires, and if applicable law permits, an optionee may direct the Company or its Exchange Agent, as the case may be, to deliver the stock certificate(s) to the optionee’s stockbroker.

(e) No Stockholder Rights. No grantee of an option or stock appreciation right (or other Person having the right to exercise such Award) shall have any of the rights of a stockholder of the Company with respect to shares subject to such Award until the issuance of a stock certificate to such Person for such shares. Except as otherwise provided in Section 1.5(c), no adjustment shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such stock certificate is issued.

2.4.	Termination of Employment; Death Subsequent to a Termination of Employment

(a) General Rule. Except to the extent otherwise provided in paragraphs (b), (c), (d), (e) or (f) of this Section 2.4 or Section 3.5(b)(iii), a grantee who incurs a termination of employment or consultancy/service relationship or dismissal from the Board may exercise any outstanding option or stock appreciation right on the following terms and conditions: (i) exercise may be made only to the extent that the grantee was entitled to exercise the Award on the date of termination of employment or consultancy/service relationship or dismissal from the Board, as applicable; and (ii) exercise must occur within three months after termination of employment or consultancy/service relationship or dismissal from the Board but in no event after the original expiration date of the Award.

(b) Dismissal “for Cause”. If a grantee incurs a termination of employment or consultancy/service relationship or dismissal from the Board “for Cause”, all options and stock appreciation rights not theretofore exercised shall immediately terminate upon the grantee’s termination of employment or consultancy/service relationship or dismissal from the Board.

(c) Retirement. If a grantee incurs a termination of employment or consultancy/service relationship or dismissal from the Board as the result of his or her Retirement, then any outstanding option or stock appreciation right shall, to the extent exercisable at the time of such Retirement, remain exercisable for a period of three years after such Retirement; provided that in no event may such option or stock appreciation right be exercised following the original expiration date of the Award.

(d) Disability. If a grantee incurs a termination of employment or consultancy/service relationship or a dismissal from the Board by reason of a Disability, then any outstanding option or stock appreciation right shall, to the extent exercisable at the time of such termination or dismissal, remain exercisable for a period of one year after such termination or dismissal; provided that in no event may such option or stock appreciation right be exercised following the original expiration date of the Award.

(e) Death.

(i) Termination of Employment as a Result of Grantee’s Death. If a grantee incurs a termination of employment or consultancy/service relationship or leaves the Board as the result of his or her death, then any outstanding option or stock appreciation right shall, to the extent exercisable at the time of such death, remain exercisable for a period of one year after such death; provided that in no event may such option or stock appreciation right be exercised following the original expiration date of the Award.

(ii) Restrictions on Exercise Following Death. Any such exercise of an Award following a grantee’s death shall be made only by the grantee’s executor or administrator or other duly appointed representative reasonably acceptable to the Administrator, unless the grantee’s will specifically disposes of such Award, in which case such exercise shall be made only by the recipient of such specific disposition. If a grantee’s personal representative or the recipient of a specific disposition under the grantee’s will shall be entitled to exercise any Award pursuant to the preceding sentence, such representative or recipient shall be bound by all the terms and conditions of the Plan and the applicable Award Agreement which would have applied to the grantee.

(f) Administrator Discretion. The Administrator may, in writing, waive or modify the application of the foregoing provisions of this Section 2.4.

2.5.	Transferability of Options and Stock Appreciation Rights

Except as otherwise specifically provided in this Plan or the applicable Award Agreement evidencing an option or stock appreciation right, during the lifetime of a grantee, each such Award granted to a grantee shall be exercisable only by the grantee, and no such Award may be sold, assigned, transferred, pledged or otherwise encumbered or disposed of other than by will or by the laws of descent and distribution. The Administrator may, in any applicable Award Agreement evidencing an option or stock appreciation right, permit a grantee to transfer all or some of the options or stock appreciation rights to (a) the grantee’s spouse, children or grandchildren (“Immediate Family Members”), (b) a trust or trusts for the exclusive benefit of such Immediate Family Members or (c) other parties approved by the Administrator. Following any such transfer, any transferred options and stock appreciation rights shall continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer.

2.6.	Grant of Restricted Stock

(a) Restricted Stock Grants. The Administrator may grant restricted shares of Common Stock to such Key Persons, in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions as the Administrator shall determine, subject to the provisions of the Plan. A grantee of a restricted stock Award shall have no rights with respect to such Award unless such grantee accepts the Award within such period as the Administrator shall specify by accepting delivery of a restricted stock Award Agreement in such form as the Administrator shall determine and, in the event the restricted shares are newly issued by the Company, makes payment to the Company or its Exchange Agent by certified or official bank check (or the equivalent thereof acceptable to the Administrator) in an amount at least equal to the par value of the shares covered by the Award (which payment may be waived at the time of grant of the restricted stock Award to the extent the restricted shares granted hereunder are otherwise deemed to be fully paid and non-assessable).

(b) Issuance of Stock Certificate. Promptly after a grantee accepts a restricted stock Award in accordance with Section 2.6(a), subject to Sections 3.2, 3.4 and 3.13, the Company or its Exchange Agent shall issue to the grantee a stock certificate or stock certificates for the shares of Common Stock covered by the Award or shall establish an account evidencing ownership of the stock in uncertificated form. Upon the issuance of such stock certificates, or establishment of such account, the grantee shall have the rights of a stockholder with respect to the restricted stock, subject to: (i) the nontransferability restrictions and forfeiture provisions described in the Plan (including paragraphs (d) and (e) of this Section 2.6); (ii) in the Administrator’s sole discretion, a requirement, as set forth in the Award Agreement, that any dividends paid on such shares shall be held in escrow and, unless otherwise determined by the Administrator, shall remain forfeitable until all restrictions on such shares have lapsed; and (iii) any other restrictions and conditions contained in the applicable Award Agreement.

(c) Custody of Stock Certificate. Unless the Administrator shall otherwise determine, any stock certificates issued evidencing shares of restricted stock shall remain in the possession of the Company until such shares are free of any restrictions specified in the applicable Award Agreement. The Administrator may direct that such stock certificates bear a legend setting forth the applicable restrictions on transferability.

(d) Nontransferability. Except as otherwise specifically provided in this Plan or the applicable Award Agreement evidencing a restricted stock Award, shares of restricted stock granted under the Plan may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of prior to the lapsing of all restrictions thereon. The Administrator at the time of grant shall specify the date or dates (which may depend upon or be related to the attainment of performance goals and other conditions) on which the nontransferability of the restricted stock shall lapse. The Administrator may, in any applicable Award Agreement evidencing a restricted stock Award, permit a grantee to transfer all or some of the shares of restricted stock prior to the lapsing of all restrictions thereon to (i) the grantee’s Immediate Family Members, (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members or (iii) other parties approved by the Administrator. Following any permitted transfer prior to the lapsing of all restrictions on the restricted stock, any transferred shares of restricted stock shall continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer.

(e) Consequence of Termination of Employment. Unless otherwise set forth in the applicable Award Agreement, (i) a grantee’s termination of employment or consultancy/service relationship or dismissal from the Board for any reason other than death, Disability or Retirement shall cause the immediate forfeiture of all shares of restricted stock that have not yet vested as of the date of such termination of employment or consultancy/service relationship or dismissal from the Board and (ii) if a grantee incurs a termination of employment or consultancy/service relationship or dismissal from the Board as the result of his or her death, Disability or Retirement, all shares of restricted stock that have not yet vested as of the date of such termination or departure from the Board shall immediately vest as of such date. Unless otherwise determined by the Administrator, all dividends paid on shares forfeited under this Section 2.6(e) that have not theretofore been directly remitted to the grantee shall also be forfeited, whether by termination of any escrow arrangement under which such dividends are held or otherwise. The Administrator may, in writing, waive or modify the application of the foregoing provisions of this Section 2.6(e).

2.7.	Grant of Restricted Stock Units

(a) Restricted Stock Unit Grants. The Administrator may grant restricted stock units to such Key Persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Administrator shall determine, subject to the provisions of the Plan. A restricted stock unit granted under the Plan shall confer upon the grantee a right to receive from the Company, conditioned upon the occurrence of such vesting event as shall be determined by the Administrator and specified in the Award Agreement, the number of such grantee’s restricted stock units that vest upon the occurrence of such vesting event multiplied by the Fair Market Value of a share of Common Stock on the date of vesting. Payment upon vesting of a restricted stock unit shall be in cash or in shares of Common Stock (valued at their Fair Market Value on the date of vesting) or both, all as the Administrator shall determine, and such payments shall be made to the grantee at such time as provided in the Award Agreement, which the Administrator shall intend to be (i) if Section 409A of the Code is applicable to the grantee, within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 409A and the Treasury Regulations issued thereunder, unless the Administrator shall provide for deferral of the Award intended to comply with Section 409A, (ii) if Section 457A of the Code is applicable to the grantee, within the period required by Section 457A(d)(3)(B) such that it qualifies for the exemption thereunder, or (iii) if Sections 409A and 457A of the Code are not applicable to the grantee, at such time as determined by the Administrator.

(b) Dividend Equivalents. The Administrator may include in any Award Agreement with respect to a restricted stock unit a dividend equivalent right entitling the grantee to receive amounts equal to the ordinary dividends that would be paid, during the time such Award is outstanding and unvested, on the shares of Common Stock underlying such Award if such shares were then outstanding. In the event such a provision is included in a Award Agreement, the Administrator shall determine whether such payments shall be (i) paid to the holder of the Award, as specified in the Award Agreement, either (A) at the same time as the underlying dividends are paid, regardless of the fact that the restricted stock unit has not theretofore vested, or (B) at the time at which the Award’s vesting event occurs, conditioned upon the occurrence of the vesting event, (ii) made in cash, shares of Common Stock or other property and (iii) subject to such other vesting and forfeiture provisions and other terms and conditions as the Administrator shall deem appropriate and as shall be set forth in the Award Agreement.

(c) Consequence of Termination of Employment. Unless otherwise set forth in the applicable Award Agreement, (i) a grantee’s termination of employment or consultancy/service relationship or dismissal from the Board for any reason other than death, Disability or Retirement shall cause the immediate forfeiture of all restricted stock units that have not yet vested as of the date of such termination of employment or consultancy/service relationship or dismissal from the Board and (ii) if a grantee incurs a termination of employment or consultancy/service relationship or dismissal from the Board as the result of his or her death, Disability or Retirement, all restricted stock units that have not yet vested as of the date of such termination or departure from the Board shall immediately vest as of such date. Unless otherwise determined by the Administrator, any dividend equivalent rights on any restricted stock units forfeited under this Section 2.7(c) that have not theretofore been directly remitted to the grantee shall also be forfeited, whether by termination of any escrow arrangement under which such dividends are held or otherwise. The Administrator may, in writing, waive or modify the application of the foregoing provisions of this Section 2.7(c).

(d) No Stockholder Rights. No grantee of a restricted stock unit shall have any of the rights of a stockholder of the Company with respect to such Award unless and until a stock certificate is issued with respect to such Award upon the vesting of such Award (it being understood that the Administrator shall determine whether to pay any vested restricted stock unit in the form of cash or Company shares or both), which issuance shall be subject to Sections 3.2, 3.4 and 3.13. Except as otherwise provided in Section 1.5(c), no adjustment to any restricted stock unit shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such stock certificate, if any, is issued.

(e) Transferability of Restricted Stock Units. Except as otherwise provided in an applicable Award Agreement evidencing a restricted stock unit, no restricted stock unit granted under the Plan shall be assignable or transferable. The Administrator may, in any applicable Award Agreement evidencing a restricted stock unit, permit a grantee to transfer all or some of the restricted stock units to (i) the grantee’s Immediate Family Members, (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members or (iii) other parties approved by the Administrator. Following any such transfer, any transferred restricted stock units shall continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer.

2.8.	Grant of Unrestricted Stock

The Administrator may grant (or sell at a purchase price at least equal to par value) shares of Common Stock free of restrictions under the Plan to such Key Persons and in such amounts and subject to such forfeiture provisions as the Administrator shall determine. Shares may be thus granted or sold in respect of past services or other valid consideration.

ARTICLE III.

Miscellaneous

3.1.	Amendment of the Plan; Modification of Awards

(a) Amendment of the Plan. The Board may from time to time suspend, discontinue, revise or amend the Plan in any respect whatsoever, except that no such amendment shall materially impair any rights or materially increase any obligations under any Award theretofore made under the Plan without the consent of the grantee (or, upon the grantee’s death, the Person having the right to exercise the Award). For purposes of this Section 3.1, any action of the Board or the Administrator that in any way alters or affects the tax treatment of any Award shall not be considered to materially impair any rights of any grantee.

(b) Stockholder Approval Requirement. If (1) required by applicable rules or regulations of a national securities exchange or the SEC, the Company shall obtain stockholder approval with respect to any amendment to the Plan that (i) expands the types of Awards available under the Plan, (ii) materially increases the aggregate number of shares which may be issued under the Plan, except as permitted pursuant to Section 1.5(c), (iii) materially increases the benefits to participants under the Plan, including any material change to (A) permit, or that has the effect of, a Repricing of any outstanding Award, (B) reduce the price at which shares or options to purchase shares may be offered or (C) extend the duration of the Plan, or (iv) materially expands the class of Persons eligible to receive Awards under the Plan, or (2) the Administrator determines that it desires to retain the ability to grant incentive stock options under the Plan thereafter, the Company shall obtain stockholder approval with respect to any amendment to the Plan that (i) increases the number of shares that may be issued under the Plan or the individual limit set forth under Section 1.5(d) of the Plan (except, in each case, as permitted pursuant to Section 1.5(c)) or (ii) expands the class of Persons eligible to receive incentive stock options under the Plan.

(c) Modification of Awards. The Administrator may cancel any Award under the Plan. The Administrator also may amend any outstanding Award Agreement, including, without limitation, by amendment which would: (i) accelerate the time or times at which the Award becomes unrestricted, vested or may be exercised; (ii) waive or amend any goals, restrictions or conditions set forth in the Award Agreement; or (iii) waive or amend the operation of Sections 2.4, 2.6(e) or 2.7(c) with respect to the termination of the Award upon termination of employment or consultancy/service relationship or dismissal from the Board; provided, however, that no such amendment shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory requirement applicable to the Award. However, any such cancellation or amendment (other than an amendment pursuant to Section 1.5, 3.5 or 3.16) that materially impairs the rights or materially increases the obligations of a grantee under an outstanding Award shall be made only with the consent of the grantee (or, upon the grantee’s death, the Person having the right to exercise the Award). In making any modification to an Award (e.g., an amendment resulting in a direct or indirect reduction in the Exercise Price or a waiver or modification under Section 2.4(f), 2.6(e) or 2.7(c)), the Administrator may consider the implications, if any, of such modification under the Code with respect to incentive stock options granted under the Plan and/or Sections 409A and 457A of the Code with respect to Awards granted under the Plan to individuals subject to such provisions of the Code.

3.2.	Consent Requirement

(a) No Plan Action Without Required Consent. If the Administrator shall at any time determine that any Consent (as defined below) is necessary or desirable as a condition of, or in connection with, the granting of any Award under the Plan, the issuance or purchase of shares or other rights thereunder, or the taking of any other action thereunder (each such action being hereinafter referred to as a “Plan Action”), then such Plan Action shall not be taken, in whole or in part, unless and until such Consent shall have been effected or obtained to the full satisfaction of the Administrator.

(b) Consent Defined. The term “Consent” as used herein with respect to any Plan Action means (i) any and all listings, registrations or qualifications in respect thereof upon any securities exchange or under any federal, state or local law, rule or regulation, (ii) any and all written agreements and representations by the grantee with respect to the disposition of shares, or with respect to any other matter, which the Administrator shall deem necessary or desirable to comply with the terms of any such listing, registration or qualification or to obtain an exemption from the requirement that any such listing, qualification or registration be made and (iii) any and all consents, clearances and approvals in respect of a Plan Action by any governmental or other regulatory bodies.

3.3.	Nonassignability

Except as provided in Sections 2.4(e), 2.5, 2.6(d) or 2.7(e), (a) no Award or right granted to any Person under the Plan or under any Award Agreement shall be assignable or transferable other than by will or by the laws of descent and distribution and (b) all rights granted under the Plan or any Award Agreement shall be exercisable during the life of the grantee only by the grantee or the grantee’s legal representative or the grantee’s permissible successors or assigns (as authorized and determined by the Administrator). All terms and conditions of the Plan and the applicable Award Agreements will be binding upon any permitted successors or assigns.

3.4.	Taxes

(a) Withholding. A grantee or other Award holder under the Plan shall be required to pay, in cash, to the Company, and the Company and its Affiliates shall have the right and are hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to such grantee or other Award holder, the amount of any applicable withholding taxes in respect of an Award, its grant, its exercise, its vesting, or any payment or transfer under an Award or under the Plan, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for payment of such taxes. Whenever shares of Common Stock are to be delivered pursuant to an Award under the Plan, with the approval of the Administrator, which the Administrator shall have sole discretion whether or not to give, the grantee may satisfy the foregoing condition by electing to have the Company withhold from delivery shares having a value equal to the amount of minimum tax required to be withheld. Such shares shall be valued at their Fair Market Value as of the date on which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash. Such a withholding election may be made with respect to all or any portion of the shares to be delivered pursuant to an Award as may be approved by the Administrator in its sole discretion.

(b) Liability for Taxes. Grantees and holders of Awards are solely responsible and liable for the satisfaction of all taxes and penalties that may arise in connection with Awards (including, without limitation, any taxes arising under Sections 409A and 457A of the Code) and the Company shall not have any obligation to indemnify or otherwise hold any such Person harmless from any or all of such taxes. The Administrator shall have the discretion to organize any deferral program, to require deferral election forms, and to grant or, notwithstanding anything to the contrary in the Plan or any Award Agreement, to unilaterally modify any Award in a manner that (i) conforms with the requirements of Sections 409A and 457A of the Code (to the extent applicable), (ii) voids any participant election to the extent it would violate Sections 409A or 457A of the Code (to the extent applicable) and (iii) for any distribution event or election that could be expected to violate Section 409A of the Code, make the distribution only upon the earliest of the first to occur of a "permissible distribution event" within the meaning of Section 409A of the Code or a distribution event that the participant elects in accordance with Section 409A of the Code. The Administrator shall have the sole discretion to interpret the requirements of the Code, including, without limitation, Sections 409A and 457A, for purposes of the Plan and all Awards.

3.5.	Change in Control

(a) Change in Control Defined. Unless otherwise set forth in the applicable Award Agreement, for purposes of the Plan, “Change in Control” shall mean the occurrence of any of the following:

(i) any “person” (as defined in Section 13(d)(3) of the 1934 Act), company or other entity (other than (A) the Company, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Affiliate or (C) any company or other entity owned, directly or indirectly, by the holders of the voting stock of the Company in substantially the same proportions as their ownership of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Company directly or indirectly “controls” (as defined in Rule 12b-2 under the 1934 Act)) acquires “beneficial ownership” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of more than 50% of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Company;

(ii) the sale of all or substantially all the Company’s assets in one or more related transactions to any “person” (as defined in Section 13(d)(3) of the 1934 Act), company or other entity, other than such a sale (A) to a Subsidiary which does not involve a material change in the equity holdings of the Company, (B) to an entity which has acquired all or substantially all the Company’s assets (any such entity described in clause (A) or (B), the “Acquiring Entity”) if, immediately following such sale, 50% or more of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Acquiring Entity (or, if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Acquiring Entity) is beneficially owned by the holders of the voting stock of the Company, and such voting power among the persons who were holders of the voting stock of the Company immediately prior to such sale is, immediately following such sale, held in substantially the same proportions as the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Company immediately prior to such sale;

(iii) any merger, consolidation, reorganization or similar event of the Company or any Subsidiary as a result of which the holders of the voting stock of the Company immediately prior to such merger, consolidation, reorganization or similar event do not directly or indirectly hold 50% or more of the aggregate voting power of the capital stock of the surviving entity ordinarily entitled to elect directors of the surviving entity (or, if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the surviving entity) and such voting power among the persons who were holders of the voting stock of the Company immediately prior to such sale is, immediately following such sale, held in substantially the same proportions as the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Company immediately prior to such sale;

(iv) the approval by the Company’s stockholders of a plan of complete liquidation or dissolution of the Company; or

(v) during any period of 12 consecutive calendar months, individuals:

(A)	who were directors of the Company on the first day of such period, or
(B)	whose election or nomination for election to the Board was recommended or approved by at least a majority of the directors then still in office who were directors of the Company on the first day of such period, or whose election or<br> nomination for election were so approved,
---	---

shall cease to constitute a majority of the Board.

Notwithstanding the foregoing, unless otherwise set forth in the applicable Award Agreement, for each Award subject to Section 409A of the Code, a Change in Control shall be deemed to have occurred under this Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code, provided that such limitation shall apply to such Award only to the extent necessary to avoid adverse tax effects under Section 409A of the Code.

(b) Effect of a Change in Control. Unless the Administrator provides otherwise in an Award Agreement, upon the occurrence of a Change in Control:

(i) notwithstanding any other provision of this Plan, any Award then outstanding shall become fully vested and any restriction and forfeiture provisions thereon imposed pursuant to the Plan and the Award Agreement shall lapse and any Award in the form of an option or stock appreciation right shall be immediately exercisable;

(ii) to the extent permitted by law and not otherwise limited by the terms of the Plan, the Administrator may amend any Award Agreement in such manner as it deems appropriate;

(iii) a grantee who incurs a termination of employment or consultancy/service relationship or dismissal from the Board for any reason, other than a termination or dismissal “for Cause”, concurrent with or within one year following the Change in Control may exercise any outstanding option or stock appreciation right, but only to the extent that the grantee was entitled to exercise the Award on the date of his or her termination of employment or consultancy/service relationship or dismissal from the Board, until the earlier of (A) the original expiration date of the Award and (B) the later of (x) the date provided for under the terms of Section 2.4 without reference to this Section 3.5(b)(iii) and (y) the first anniversary of the grantee’s termination of employment or consultancy/service relationship or dismissal from the Board.

(c) Miscellaneous. Whenever deemed appropriate by the Administrator, any action referred to in paragraph (b)(ii) of this Section 3.5 may be made conditional upon the consummation of the applicable Change in Control transaction. For purposes of the Plan and any Award Agreement granted hereunder, the term “Company” shall include any successor to Seanergy Maritime Holdings Corporation.

3.6.	Operation and Conduct of Business

Nothing in the Plan or any Award Agreement shall be construed as limiting or preventing the Company or any Affiliate from taking any action with respect to the operation and conduct of their business that they deem appropriate or in their best interests, including any or all adjustments, recapitalizations, reorganizations, exchanges or other changes in the capital structure of the Company or any Affiliate, any merger or consolidation of the Company or any Affiliate, any issuance of Company shares or other securities or subscription rights, any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock or other securities or rights thereof, any dissolution or liquidation of the Company or any Affiliate, any sale or transfer of all or any part of the assets or business of the Company or any Affiliate, or any other corporate act or proceeding, whether of a similar character or otherwise.

3.7.	No Rights to Awards

No Key Person or other Person shall have any claim to be granted any Award under the Plan.

3.8.	Right of Discharge Reserved

Nothing in the Plan or in any Award Agreement shall confer upon any grantee the right to continue his or her employment with the Company or any Affiliate, his or her consultancy/service relationship with the Company or any Affiliate, or his or her position as a director of the Company or any Affiliate, or affect any right that the Company or any Affiliate may have to terminate such employment or consultancy/service relationship or service as a director.

3.9.	Non-Uniform Determinations

The Administrator’s determinations and the treatment of Key Persons and grantees and their beneficiaries under the Plan need not be uniform and may be made and determined by the Administrator selectively among Persons who receive, or who are eligible to receive, Awards under the Plan (whether or not such Persons are similarly situated). Without limiting the generality of the foregoing, the Administrator shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Award Agreements, as to (a) the Persons to receive Awards under the Plan, (b) the types of Awards granted under the Plan, (c) the number of shares to be covered by, or with respect to which payments, rights or other matters are to be calculated with respect to, Awards and (d) the terms and conditions of Awards.

3.10.	Other Payments or Awards

Nothing contained in the Plan shall be deemed in any way to limit or restrict the Company from making any award or payment to any Person under any other plan, arrangement or understanding, whether now existing or hereafter in effect.

3.11.	Headings

Any section, subsection, paragraph or other subdivision headings contained herein are for the purpose of convenience only and are not intended to expand, limit or otherwise define the contents of such subdivisions.

3.12.	Effective Date and Term of Plan

(a) Adoption; Stockholder Approval. The Plan was adopted by the Board on January 12, 2011. The Board may, but need not, make the granting of any Awards under the Plan subject to the approval of the Company’s stockholders.

(b) Termination of Plan. The Board may terminate the Plan at any time. All Awards made under the Plan prior to its termination shall remain in effect until such Awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreements. No Awards may be granted under the Plan following the tenth anniversary of the date on which the Plan was adopted by the Board.

3.13.	Restriction on Issuance of Stock Pursuant to Awards

The Company shall not permit any shares of Common Stock to be issued pursuant to Awards granted under the Plan unless such shares of Common Stock are fully paid and non-assessable under applicable law. Notwithstanding anything to the contrary in the Plan or any Award Agreement, at the time of the exercise of any Award, at the time of vesting of any Award, at the time of payment of shares of Common Stock in exchange for, or in cancellation of, any Award, or at the time of grant of any unrestricted shares under the Plan, the Company and the Administrator may, if either shall deem it necessary or advisable for any reason, require the holder of an Award (a) to represent in writing to the Company that it is the Award holder’s then-intention to acquire the shares with respect to which the Award is granted for investment and not with a view to the distribution thereof or (b) to postpone the date of exercise until such time as the Company has available for delivery to the Award holder a prospectus meeting the requirements of all applicable securities laws; and no shares shall be issued or transferred in connection with any Award unless and until all legal requirements applicable to the issuance or transfer of such shares have been complied with to the satisfaction of the Company and the Administrator. The Company and the Administrator shall have the right to condition any issuance of shares to any Award holder hereunder on such Person’s undertaking in writing to comply with such restrictions on the subsequent transfer of such shares as the Company or the Administrator shall deem necessary or advisable as a result of any applicable law, regulation or official interpretation thereof, and all share certificates delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Company or the Administrator may deem advisable under the Plan, the applicable Award Agreement or the rules, regulations and other requirements of the SEC, any stock exchange upon which such shares are listed, and any applicable securities or other laws, and certificates representing such shares may contain a legend to reflect any such restrictions. The Administrator may refuse to issue or transfer any shares or other consideration under an Award if it determines that the issuance or transfer of such shares or other consideration might violate any applicable law or regulation or entitle the Company to recover the same under Section 16(b) of the 1934 Act, and any payment tendered to the Company by a grantee or other Award holder in connection with the exercise of such Award shall be promptly refunded to the relevant grantee or other Award holder. Without limiting the generality of the foregoing, no Award granted under the Plan shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Administrator has determined that any such offer, if made, would be in compliance with all applicable requirements of any applicable securities laws.

3.14.	Requirement of Notification of Election Under Section 83(b) of the Code or Upon Disqualifying Disposition Under Section 421(b) of the Code

(a) Notification of Election Under Section 83(b) of the Code. If an Award recipient, in connection with the acquisition of Company shares under the Plan, makes an election under Section 83(b) of the Code (to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code), the grantee shall notify the Administrator of such election within ten days of filing notice of the election with the U.S. Internal Revenue Service, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of the Code.

(b) Notification of Disqualifying Disposition of Incentive Stock Options. If an Award recipient shall make any disposition of Company shares delivered pursuant to the exercise of an incentive stock option under the circumstances described in Section 421(b) of the Code (relating to certain disqualifying dispositions) or any successor provision of the Code, the grantee shall notify the Company of such disposition within ten days thereof.

3.15.	Severability

If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Administrator, such provision shall be construed or deemed amended to conform to the applicable laws or, if it cannot be construed or deemed amended without, in the determination of the Administrator, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force and effect.

3.16.	Sections 409A and 457A

To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Sections 409A and 457A of the Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of the Plan or any applicable Award Agreement to the contrary, in the event that the Administrator determines that any Award may be subject to Section 409A or 457A of the Code, the Administrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (i) exempt the Plan and Award from Sections 409A and 457A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (ii) comply with the requirements of Sections 409A and 457A of the Code and related Department of Treasury guidance and thereby avoid the application of penalty taxes under Sections 409A and 457A of the Code.

3.17.	Forfeiture; Clawback

The Administrator may, in its sole discretion, specify in the applicable Award Agreement that any realized gain with respect to options or stock appreciation rights and any realized value with respect to other Awards shall be subject to forfeiture or clawback, in the event of (a) a grantee’s breach of any non-competition, non-solicitation, confidentiality or other restrictive covenants with respect to the Company or any Affiliate or (ii) a financial restatement that reduces the amount of bonus or incentive compensation previously awarded to a grantee that would have been earned had results been properly reported.

3.18.	No Trust or Fund Created

Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and an Award recipient or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company or its Affiliate.

3.19.	No Fractional Shares

No fractional shares shall be issued or delivered pursuant to the Plan or any Award, and the Administrator shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares or whether such fractional shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.

3.20.	Governing Law

The Plan will be construed and administered in accordance with the laws of the State of New York, without giving effect to principles of conflict of laws.

Exhibit 4.6

[Name of Owner]

and

V.SHIPS GREECE Ltd.

SHIP TECHNICAL MANAGEMENT AGREEMENT

INDEX

PART	SUBJECT MATTER	PAGE NO.
Part I	Vessel Details	4
Part II	Terms of Agreement
1.	Definitions & Interpretation	6
---	---	---
2.	Appointment of Managers	6
3.	Basic Services	6
3.1	Crewing	7
3.2	Technical Management	8
3.3	Purchasing	8
~~3.4~~	~~Insurance~~	~~9~~
3.5	Accounting and Budgeting	9
~~3.6~~	~~Operations~~	~~10~~
3.7	Information System Software	10
3.8	Shipboard Oil Pollution Emergency Plan	11
3.9	OPA	11
3.10	Assistance with Sale of Vessel	11
3.11	Vessel trading in high risk areas	11
4.	Other Services	12
5.	Managers’ Obligations	12
6.	Owners’ Obligations	12
7.	Documentation	13
8.	Management Fee	14
9.	Payments and Management of Funds	15
10.	Managers’ Right to Sub-Contract	16
11.	Responsibilities	16
11.1	Force Majeure	16
11.2	Liability to Owners	16
11.3	Indemnity – General	16
11.4	Indemnity – Tax	17
11.5	Himalaya	17
~~12.~~	~~Liens~~	~~17~~
13.	Claims/Disputes	17
14.	Auditing, Records	18
15.	Inspection of Vessel	18
16.	Compliance with Laws & Regulations	18
17.	Duration of the Agreement	18
17.1	Termination by Notice	18
17.2	Termination by Default – Owners	18
17.3	Termination by Default – Managers	19
17.4	Liquidation	19
17.5	Extraordinary Termination	19
18.	Confidentiality	19
19.	Suspension of Services	20
20.	Law and Arbitration	20
21.	Amendments to Agreement	20

22.	Time Limit for Claims	20
23.	Condition of Vessel	20
24.	Use of Associated Companies	21
25.	Notices	21
26.	Staff Loyalty	21
27.	Entire Agreement	21
28.	Partial Validity	21
29.	Non Waiver	21
Part III	Other Services	22-23
---	---	---
Part IV	Fee Schedule	24
Part V	Fleet Details	25
Part VI	Initial Budget	26-28

SHIP TECHNICAL MANAGEMENT AGREEMENT - PART I

1. Vessel Details
Name:	GT/NT:
Flag:	Class:
Type: BULK CARRIER	Year Built:
IMO number:
2. Owners
---	---
Name:	[Name of Owner]
2.1 Owners’ Registered Address (where the company is registered):
Country of Incorporation:
2.2 Owners’ business establishment address (head office and principal place of business):
---	---
C/O 154 VOULIAGMENIS AVENUE, 16674 GLYFADA, ATHENS, GREECE
Telephone Number: +30 210 89 13 509	Fax Number: +30 210 9638404
Contact Name:	Position:
Email address: legal@seanergy.gr
2.3 Owners’ VAT registration number if business establishment address at 2.2 is in the European Union:
3. Managers
---	---
Name:	V.SHIPS GREECE Ltd.
Registered Office:	3^rd^ Floor, Par-La-Ville Place, 14 Par-La-Ville Road, Hamilton HM 08, Bermuda
Country of Incorporation:	Bermuda
---	---
C/O 03 Agiou Dionysiou street, Piraeus 185 45, Greece
---	---
Telephone Number: +30 210 4102210	Fax Number: +30 210 4294340
Contact Name: (Mr.) Konstantinos Kontes	Position: Managing Director
Email address: costas.kontes@vships.com
4. Date of Commencement of Agreement (Clause 2.1)<br><br> <br>Upon Owners’ delivery of the Vessel to the Managers, or upon any other date as may be notified by the Owners to the Managers.
5. Notices to Owners:	at the Owners’ Principal Place of Business address, fax number and email address stated in Box 2
---	---
6. Notices to Managers:	at the address, fax number and email address stated in Box 3 with a copy to Marine Legal Services Limited, 1^st^ floor, 63 Queen Victoria Street, London<br> EC4N 4UA tel (44) (0) 20 7329 2422<br><br> <br>Email: craig.brown@marinelegal.co.uk
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Ship Technical Management Agreement	OWNERS	MANAGER
---	---	---

It is mutually agreed between the party mentioned in Box 2 of Part I (hereinafter called “the Owners”) and the party mentioned in Box 3 of Part I (hereinafter called “the Managers”) that this Agreement consisting of PARTS I to VI inclusive shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of an applicable Appendix of Part III shall prevail over the provisions of PART II to the extent of such conflict but only in respect of the Management Service to be provided in terms of such applicable Appendix. In the event of a conflict between the Fee Schedule and the provisions of an applicable Appendix of Part III, the provisions of the Fee Schedule shall prevail.

DATE OF AGREEMENT: ___

Signature(s) (Owners)	Signature(s) (Managers)
[Name]	[Name]
Title:	Title:
Ship Technical Management Agreement	OWNERS	MANAGER
---	---	---

SHIP TECHNICAL MANAGEMENT AGREEMENT - PART II

1.	Definitions and Interpretation
1.1	In this Agreement, in addition to terms defined in Part I, save where the context otherwise requires, the following words and expressions shall have the meanings hereby assigned to them.
---	---

“Basic Services” means services relating to Crewing, Technical Management, Purchasing, Operations, Accounting and Budgeting, Information System Software, Shipboard Oil Pollution Emergency Plan, OPA and Assistance with Sale provided in accordance with Clause 3.

“Crew Support Costs” means all expenses of a general nature not particularly referable to any individual vessel for the time being managed by the Managers and incurred for the purpose of providing an efficient and economic management service including, without prejudice to the generality of the foregoing, cost of crew standby pay, training schemes, cadet training schemes, study pay, recruitment and interviews.

“Fee Schedule” means the Schedule comprising Part IV or any revised Fee Schedule prepared by the Managers after the date hereof and agreed by the Owners in writing to record adjustments to the fees payable from time to time under this Agreement.

“Information System Software” means the Managers’ proprietary ship management software in executable object code form as described in Clause 3.7.1 as the same may be upgraded and updated from time to time.

“ISM Code” means the International Management Code for the Safe Operation of Ships and for Pollution Prevention adopted by Resolution A.714 (18) of the International Maritime Organisation on 4 November 1994 and incorporated on 19 May 1994 into the SOLAS Convention 1974 as Chapter IX and any amendment thereto or substitution thereof.

“ISPS Code” means the International Ship and Port Facility Security Code as adopted on 12 December 2002 by resolution 2 of the Conference of Contracting Governments to the International Convention for the Safety of Life at Sea 1974 and any amendment thereto or substitution thereof.

“Management Services” means Basic Services and Other Services and all other functions performed by the Managers under the terms of this Agreement.

“MLC” means the Maritime Labour Convention 2006 and any amendment thereto, substitution thereof and ratification of the Maritime Labour Convention 2006 in the respective States national law.

“OPA” means the United States Oil Pollution Act of 1990, regulations made thereunder, and any amendment thereto or substitution thereof.

“Other Services” means any services provided by Managers affirmatively indicated in Part III of this Agreement.

“Severance Costs” means the costs which the employers are legally obliged to pay to or in respect of the Crew as a result of the early termination of any contract for service on board the Vessel.

“SMS” means a Safety Management System in accordance with the ISM Code.

“SSP” means a Ship Security Plan in accordance with the ISPS Code.

“STCW” means the International Maritime Organisation Convention on Standards of Training Certification and Watchkeeping for Seafarers 1978, as amended in 1995 and any amendment thereto or substitution thereof.

“the Vessel” shall mean the vessel details of which are set out in Box 1 of Part I.

1.2	Clause Headings are inserted for convenience and shall be ignored in construing this Agreement; words denoting the singular number shall include the plural number and vice versa;<br> references to Parts are to Parts of this Agreement; references to Clauses are to Clauses of Part II except where otherwise expressly stated; and references to any enactment include any re-enactments, amendments and extensions<br> thereof.
2.	Appointment of Managers
---	---
2.1	With effect from the date stated in Box 4 of Part I (the “Date of Commencement”) and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers<br> hereby agree to act as the managers of the Vessel in respect of the Management Services.
---	---
2.2	In performing any of the Management Services the Managers shall, as agents for and on behalf of the Owners, have authority to take such steps as the Managers may from time to time in their reasonable<br> discretion consider to be necessary to enable them to perform this Agreement in accordance with sound ship management practice.
---	---
3.	Basic Services
---	---

Subject to the terms and conditions herein provided, during the period of this Agreement the Managers shall carry out, as agents for and on behalf of the Owners, the Basic Services in accordance with the following provisions of this Clause.

3.1	Crewing

3.1.1 The Managers shall provide suitably qualified crew for the Vessel and its trade as required by the Owners in accordance with current STCW requirements as agents for and on behalf of the Owners, provision of which includes but is not limited to the following functions:

Ship Technical Management Agreement	OWNERS	MANAGER

(i)	select and engage Master, officers and crew (hereinafter collectively referred to as the “Crew”); where the Owners make a complaint about any member of the Crew the Managers will promptly investigate the same and if it proves to be<br> justified, replace the Crew member concerned as soon as practicable;
(ii)	ensure that the applicable requirements of the law of the flag of the Vessel are satisfied in respect of manning levels, rank, qualification and certification of the Crew, and employment regulations including Crew’s tax, social<br> insurance, discipline and other requirements;
---	---
(iii)	ensure that all members of the Crew have passed a medical examination with a qualified doctor certifying that they are fit for the duties for which they are engaged and are in possession of valid medical certificates which are<br> valid for the duration of their service onboard the Vessel and issued in accordance with appropriate flag state requirements and P&I Club requirements; in the absence of applicable Flag state requirement medical certificate shall<br> be dated no more than three (3) months prior to the respective Crew members leaving the country of domicile and maintained for the duration of their service on board the vessel;
---	---
(iv)	arrange of transportation of the Crew, including repatriation;
---	---
(v)	supervise the efficiency of the Crew and use the Manager’s standard crew appraisal system (written or electronic) and administration of all other Crew matters such as planning for the manning of the Vessel;
---	---
(vi)	make payroll arrangements, including settling manning and agency expenses for the manning agents in the Crew’s country of origin and, if applicable, payment of Severance Costs;
---	---
(vii)	if requested by the Owners, conducting union negotiations and making agreed payments to unions;
---	---
(viii)	verify that the Crew shall have a command of the English of a sufficient standard to enable them to perform their duties safely;
---	---
(ix)	operate the Managers’ Drug and Alcohol Policy;
---	---
(ix)	arrange Crew training in accordance with the Managers’ policies but always in compliance with STCW (and as provided for in the budget), records of such training being maintained in the Manager’s standard format and will be provided<br> to the Owners on a monthly basis.
---	---
3.1.2	Crew Claims
---	---

The Managers will provide such information as requested by relevant brokers and/or P&I Club managers to enable such brokers or managers to prepare and process all Crew insurance claims with the Owners’ approval.

3.1.3	The Owners agree to implement in full the terms and conditions of employment under which the Crew is engaged by the Managers as agent for the Owners. The Owners shall be the employer of the Crew and<br> under no circumstances shall the Managers be deemed to be the employer of the Crew. If the Vessel is covered by an ITF approved agreement the Owners authorize the Managers to sign the ITF Special Agreement on their behalf and agree to<br> provide all information necessary for this purpose. The Managers to provide the Owners copies of the contracts of employment upon request.
3.1.4	The Owners to approve the engagement of any member of the Crew within four (4) working days of receipt from the Managers of reasonable details of the proposed appointee. No response within the<br> stipulated timeframe indicates tacit approval.
---	---
3.1.5	In the event that any officers or ratings are supplied by the Owners or on their behalf, the Owners shall procure that they comply with the requirements of STCW and MLC. Owners will instruct such<br> officers and ratings to obey all reasonable orders of the Managers.Any such officers or ratings shall, at the Owners’ cost, be trained in accordance with the Managers training matrix.
---	---
3.1.6	The Managers shall procure that the Crew consent to processing of their personal data for legitimate business purposes. The Owners warrant that personal data of the Crew will be processed in accordance<br> with the requirements of the Data Protection Act 1998 or any other applicable law or regulation.
---	---
3.1.7	For the purposes of the MLC, the Owners shall be deemed “Shipowner” and under no circumstances whatsoever, notwithstanding the Managers agreeing to carry out specific obligations under the MLC on behalf<br> of the Owners, shall the Managers be deemed “Shipowner”. It is a condition of this Agreement that the Owners shall provide all Crew with MLC compliant working and living conditions. The Owners shall ensure that, in case there is any<br> Seafarer Recruitment & Placement Service supplying any member of the Crew to the Vessel or any entity directly employing other persons to work onboard the Vessel, the latter shall provide to the Managers documentary evidence of<br> MLC compliance issued under the provisions laid down by the applicable ratifying administration or, in the case of a non-ratifying administration, documentary evidence from a Recognised Organisation that is accepted by the flag<br> administration of the Vessel.
---	---
Ship Technical Management Agreement	OWNERS	MANAGER
---	---	---

3.1.8	The Owners authorise the Managers to sign contracts of employment with the Crew as agent only for and on behalf of the Owners and/or to procure that a Seafarer Recruitment & Placement Service, in<br> the country of domicile of a Crew member, signs contracts of employment with such Crew member as agent only for and on behalf of the Owners. The Managers to provide the Owners copies of all the contracts of employment upon request.
3.1.9	In the event that the Crew payroll is administered by the Managers on behalf of the Owners, notwithstanding any provision herein to the contrary, the Managers do not provide advice<br> on tax or social insurance to which the Crew may be subject. The Owners shall remain exclusively responsible and liable in respect of tax and social insurance which may be applicable to the Crew including, without limitation,<br> advising the Managers of any tax, social insurance or other amounts required to be deducted from Crew remuneration.
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3.2	Technical Management
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The Managers shall provide technical management which includes, but is not limited to the following functions:

(i)	provision of personnel to supervise the maintenance and general efficiency of the Vessel;
(ii)	arrangement and supervision of drydockings, repairs, modifications to and the upkeep of the Vessel to the standards agreed with the Owners provided that the Managers shall be entitled to incur the necessary expenditure, which is<br> subject to Owners’ prior approval, to ensure that the Vessel will comply with all requirements and recommendations of the classification society and equipment manufacturers, and with the laws and regulations of the country of registry<br> of the Vessel and of the places where she trades;
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(iii)	arrangement of periodic analysis of the bunker fuel, lubricating oils and chemicals by third parties (the costs being included in the Vessel’s running costs);
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(iv)	appointment of surveyors and technical consultants as the Managers may consider from time to time to be necessary, provided they are pre-approved by the Owners;
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(v)	visits to the Vessel by superintendents or other staff of the Managers for up to 25 days on board the Vessel in any calendar year (or pro rata for part of a calendar year) excluding the dry-docking period of the<br> vessel and visits to the Vessel by superintendents or other staff of the Managers in excess of this allowance to be pre-approved in writing by the Owners;
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(vi)	notify and receive prior approval by the Owners of any non-budgeted item of expenditure;
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(vii)	notify and receive prior approval by the Owners if there is an operational need to exceed quarterly budget allowance as attached to this agreement under Part VI.
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(viii)	development, implementation and maintenance of an SMS and an SSP.
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3.3	Purchasing
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3.3.1	The Managers shall arrange for the supply of necessary victualling, stores, spares, provisions, lubricating oils and services (including drydock services) for the Vessel for any amount of up to<br> US$5,000. With respect to the supply of any items of an amount between US$5,000 to US$10,000 the Managers shall request the Owners pre-approval, which should be provided within 48 hours from the Managers’ request. No response within<br> such stipulated timeframe indicates tacit approval by the Owners. For any purchase above US$10,000, the Managers will advise the details and quotations to the Owners in writing requesting authority to proceed. The Owners have the<br> right to arrange for any purchasing and shall advise the Managers accordingly. To enable the Managers to arrange such supplies on the most advantageous terms, the Managers shall be entitled to join with other parties in making<br> arrangements for bulk purchase. The Managers are presently members of MARCAS International Limited (“MARCAS”), a contracting association providing access to commodities and dry-dock services globally (www.marcas.org). MARCAS<br> negotiates on behalf of its members with selected suppliers the best available price, terms and conditions for the bulk purchase of goods and services for the marine industry with the aim of offering to members and their clients<br> savings on vessel technical operating costs.
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3.3.2	Details of the suppliers contracted by MARCAS and prices available for the Vessel at the time of supply shall be made available to Owners upon their request. Owners acknowledge that all information<br> relating to prices is confidential and undertake not to disclose the same to third parties without the prior written consent of the Managers.
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3.3.3	Where MARCAS has negotiated terms and conditions with suppliers of any stores, spares provisions, or lubricating oils (“Goods”) and/or suppliers of services required by the Vessel, then the purchase<br> of such Goods and services will, unless operational or other circumstances otherwise require, be undertaken with such suppliers on the basis of the terms and conditions negotiated by MARCAS.
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3.3.4	MARCAS will where practicable obtain a best price charter from suppliers that the prices for all Goods and services purchased by MARCAS’s members will be the lowest prices available. If the Owners are<br> able to obtain in good faith, on arms’ length terms, on a true like for like basis (including quality, certification, timing, manufacturer, place of supply, etc., but ignoring taxes and exchange rate fluctuations), the same Goods<br> and/or services at a lower price than that obtained by MARCAS, the Owners will supply full details to the Managers who will promptly raise the matter with MARCAS and pass on to Owners any refund obtained by MARCAS from the supplier.
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Ship Technical Management Agreement	OWNERS	MANAGER
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3.3.5	The Owners have received details from the Managers of the business rules and operating procedures adopted by MARCAS, including provisions related to fees that MARCAS will retain as applicable, and<br> agree to comply with such rules and operating procedures as the same may be amended from time to time.
3.3.6	The Owners acknowledge that they are aware that prices obtained from suppliers require strict adherence to the payment terms agreed with suppliers (normally 45 days from date of invoice) and any<br> failure by the Owners to provide the Managers with funds to settle sums due to suppliers on time will (in the absence of a good faith dispute) result in an immediate 2% surcharge. The Managers are hereby expressly authorised to<br> settle such surcharge charges from any sums held by them on behalf of Owners. The Owners further acknowledge that they are aware if payments to suppliers are regularly made late, or if suppliers are not satisfied with Owners’ credit<br> rating, suppliers may refuse to supply at the prices and on the terms negotiated by MARCAS.
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3.3.7	The Owners acknowledge that the Managers may be requested by suppliers to disclose details of the beneficial ownership of the Owners and that the Managers may not be able to obtain the most<br> advantageous terms from such suppliers should the Owners not agree to such disclosure.
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~~3.4~~	~~Insurance~~
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~~3.4.1If instructed by the Owners, the Managers shall refer the Owners to brokers for the placing of insurances and shall liaise between the brokers and the Owners to provide such information as may be required to make any claim, in each case in accordance with the following provisions.~~

~~3.4.2~~	~~The Managers shall arrange for brokers to place such insurances as the Owners shall have instructed or agreed, in particular as regards values, deductibles and franchises. At each renewal the Managers will liaise with brokers and the Owners:~~

~~(i)~~ ~~as to any changes in insured values required;~~

~~(ii)~~ ~~in respect of premiums, franchises and deductibles and any other changes for the new policy year; and~~

~~(iii) to update the budget to reflect changes in insurance premiums.~~

~~For the avoidance of doubt under no circumstances will the Managers be liable to the Owners for any losses which the Owners may incur as a result of the level of insured values.~~

~~3.4.3~~	~~The Managers shall engage the services of their appointed insurance brokers to arrange such insurances.~~
~~3.4.4~~	~~The Managers shall compile such statistics and enter into negotiations with such brokers and P & I Club managers as they consider necessary or desirable in order to arrange for such insurances to be placed.~~
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~~3.4.5~~	~~Once insurances are placed the Managers shall arrange for all cover notes to be checked and for all debit notes to be paid as required.~~
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~~3.4.6~~	~~The Managers shall have the right to obtain confirmation direct from the brokers, underwriters and P & I Clubs through whom the Vessel’s insurances are arranged that all premiums calls and contributions due have been paid and that insurances meet the Owners’ obligations under Clauses 6.3, 6.4 and 6.5. Where any premiums, calls and/or contributions are not paid, the Managers shall be entitled to pay the same from any funds held by them for the Owners and/or to terminate this Agreement forthwith by notice in writing.~~
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~~3.4.7~~	~~Unless otherwise indicated by the Owners, the Managers shall provide such information as requested by the relevant brokers to enable such brokers to handle and or procure the settling of all insurance average and salvage claims in connection with the Vessel.~~
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3.5	Accounting and Budgeting
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3.5.1	The Managers shall:
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(i)	maintain records of all costs and expenditure incurred hereunder as well as data necessary or proper for the settlement of accounts between the parties;
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(ii)	establish an accounting system for the Vessel and supply regular monthly reports (within 5 working days from the end of the preceding month) in accordance therewith in the Managers’ standard format<br> or, on agreement of an additional fee, such other form as may be mutually agreed in writing with the Owners.
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3.5.2	The Managers shall present to the Owners annually a budget for the following calendar year in the Managers’ standard format. The budget for the period in 2020 following the date stated in Box 4 of<br> Part I is set out in Part VI.
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3.5.3	The Owners shall notify the Managers of their acceptance and approval of the annual budget within 14 days of presentation and in the absence of any response the Owners shall be deemed to have accepted<br> the said budget. In the event that the Owners do not accept an annual budget presented by the Managers within the period aforesaid and that budget is, in the reasonable opinion of the Managers, fair and reasonable, the Managers<br> shall be entitled to terminate this Agreement by notice in writing, in which event this Agreement shall terminate on the expiry of a period of one (1) month from the date upon which such notice is given.
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Ship Technical Management Agreement	OWNERS	MANAGER
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3.5.4

The Managers shall produce a monthly comparison between budgeted and actual expenditure of the Vessel in the Managers’ standard format or, on agreement of an additional fee, such other form as may be mutually agreed in writing accompanied by proper written justification of variances reports. In addition if required by the Owners the Managers shall produce quarterly forecast report on the annual budget.

3.5.5

This Clause 3.5 is subject to the provisions of Part VI.

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~~3.6 Operations~~

~~As required by the Owners, the Managers shall, as agents for the Owners, provide support on the following functions:~~

     ~~~~

~~(i)~~	~~Monitoring voyage instructions and liaising as appropriate with the Owners, the Owners’ brokers and charterers;~~

     ~~~~

~~(ii)~~	~~Appointment of agents; and~~

     ~~~~   ~~~~  ~~~~  ~~~~  ~~~~

(iii)	~~~~ <br> <br>~~Arrangement of surveying of cargoes.~~
3.7	Information System Software
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3.7.1	The Managers will, subject to the remaining provisions of this Clause 3.7, provide the Owners and the Vessel with the Information System Software to allow information from both the Vessel’s and the<br> Managers’ office to be accessed directly by the Owners via the “PartnerShip Network” secure website. Financial, technical and operational information relating to the Vessel will be available from both the Vessel and office outputs, with<br> the ability to “drill down” on accounts. This will provide the Owners with immediate access to the same information available to the Managers and to reports generated for the Owners, with a view to providing improved efficiency and cost<br> savings to the Owners in his overview of the management of the Vessel.
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3.7.2	Should the Owners have existing software applications on board the Vessel which they wish to retain, the Owners will permit the Managers to carry out an on board audit to assess the suitability,<br> compatibility with the Information System Software, and any risks or disadvantages associated with the continued use of such applications.
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3.7.3	The main features of the Information System Software at the date of this Agreement are:
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(i)	comprehensive management software providing single point of entry to the Vessel incorporating Crew administration, vessel noon reporting, operational and port reporting, defect and deficiency reporting and performance<br> monitoring;
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(ii)	a ship to shore and shore to ship e-mail package providing cost efficient communications available to both Owners and their charterers; and
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(iii)	a computerised maintenance system including inventory control and automated purchase order handling. (An initial charge, to be agreed with Owners, may be made for the set-up of the maintenance database, depending on the system<br> currently existing on board the Vessel).
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3.7.4 The costs for the Information System Software are set out in the Fee Schedule, and are included in the Vessel’s running costs, as follows:

(i)	the license fee;
(ii)	remote access from the Owners’ Office through the Managers’ PartnerShip network;
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(iii)	maintenance, updates and upgrades;
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(iv)	24 hour support;
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(v)	provision of anti-virus software and regular upgrades;
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(vi)	operational manuals on CD ROM and regular updates;
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(vii)	annual remote audit of the Vessel IT systems providing a system health check;
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(viii)	user manuals and training of the Crew in the use of the Information System Software; and
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(ix)	e-mail on board the Vessel.
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3.7.5 Such costs do not include:

(i)	the costs of appropriate hardware on board the Vessel;
(ii)	travel and other related costs for installation support of the Information System Software on board the Vessel;
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(iii)	the set-up cost of the data base for the maintenance system; the Client remains an owner of the PMS data, which can be exported at any given time on request.
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(iv)	any specific reports specified by the Owners where new data/specialist reporting is required; and
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(v)	costs incurred pursuant to clause 3.7.2.
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3.7.6	Installation and set-up of the Information System Software will be undertaken on a date agreed between the Managers and the Owners having regard to the Vessel’s schedule and the availability of the<br> Managers’ personnel.
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3.7.7	Solely for the duration of this Agreement the Managers hereby grant the Owners a personal, non-transferable non-exclusive license to use a single copy of the Information System Software as installed by<br> the Managers on a single computer on board the Vessel.
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3.7.8	The Information System Software is owned by the Managers or its subsidiaries and is protected by applicable copyright and patent laws. The Owners may not copy the Information System Software (except for<br> back-up purposes only) or any written materials which accompany it, and may not sell, rent, lease, lend, sub-license, reverse engineer or distribute the Information System Software or such written materials.
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Ship Technical Management Agreement	OWNERS	MANAGER
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3.7.9	The Managers do not warrant that the Information System Software will meet the Owners’ requirements or that the use or operation of the Information System Software will be uninterrupted or error free.
3.8	Shipboard Oil Pollution Emergency Plan
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3.8.1	The Managers will prepare and obtain all necessary approvals for a shipboard oil pollution emergency plan (SOPEP) in a form approved by the Marine Environment Protection Committee of the International<br> Maritime Organisation pursuant to the requirements of Regulation 26 of Annex I of the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, as amended (MARPOL<br> 73/78).
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3.8.2	The SOPEP will be written in the English language and will be reviewed and updated from time to time. If required the Managers will arrange for the translation of the SOPEP into another language, the cost<br> of translation being recoverable in terms of Clause 8.5.
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3.8.3	The Managers will also undertake regular training of the Crew in the use of the SOPEP including drills to ensure that the SOPEP functions as expected and that contact and information details specified are<br> accurate.
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3.9	OPA
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3.9.1 If instructed by the Owners, the Managers will:

(i)	arrange for the preparation, filing and updating of a contingency Vessel Response Plan in accordance with the requirements of OPA and instruct the Crew in all aspects of the operation of such plan;
(ii)	identify and ensure the availability by contract or otherwise of a Qualified Individual, a Spill Management Team, an Oil Spill Removal Organisation, resources having salvage, firefighting, lightering and, if applicable, dispersant<br> capabilities, and public relations/media personnel to assist the Owners to deal with the media in the event of discharges of oil.
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3.9.2	The Managers are expressly authorised as agents for the Owners to enter into such arrangements by Contract or otherwise as are required to ensure the availability of the services outlined in Clause 3.8.1.<br> The Managers are further expressly authorised as agents for the Owners to enter into such other arrangements as may from time to time be necessary to satisfy the requirements of OPA or other Federal or State laws.
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3.9.3	The Owners will pay the fees due to third parties providing the services described above together with costs to the Managers if any. The level of fees will be included in the Vessel’s running costs.
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3.9.4	On termination of this Agreement, the Vessel Response Plan and all documentation will be returned to the Managers at the expense of the Owners, provided such expense does not exceed US$150.
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3.10	Assistance with Sale of Vessel
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The Managers shall, if requested, provide Owners with technical assistance in connection with any sale of the Vessel. The Managers will, if requested in writing by the Owners, comment on the terms of any proposed Memorandum of Agreement, but the Owners will remain solely responsible for agreeing the terms of any Memorandum of Agreement regulating any sale.

3.11 Vessel trading in high risk areas

In the event that the Vessel is to trade in a high risk area and in particular an area where piracy is prevalent, the Managers shall:

(i)	Comply in full with the guidance provided by ‘Best Management Practices to Deter Piracy off the Coast of Somalia and in the Arabian Sea Area (BMP)’ as may be revised from time to time and also with any similar<br> guidance which may be issued for other high risk areas.
(ii)	Monitor daily guidance and updates provided by The Maritime Security Centre – Horn of Africa (MSCHOA) website (www.mschoa.org) as may be revised from time to time and advise the Vessel accordingly.
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(iii)	Comply with the Managers’ guidelines for ‘Transiting off the coast of Somalia, the Arabian Sea, Gulf of Aden and Red Sea’ as may be revised from time to time and also with any similar guidance which may<br> be issued for other high risk areas. The Managers’ guidelines set out their policy of full compliance with BMP and additional guidance and information on Self Protection Measures (SPM’s) and<br> Citadels or Safe Areas. The Owners will be provided with a copy of the guidelines and costs for SPM’s will be included in the Vessel budget.
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(iv)	Where appropriate, ensure the Vessel follows the International Recommended Transit Corridor (IRTC), using the services of an escorted convoy if available or joining a group transit if not.
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(v)	Monitor routing recommendations for transiting high risk areas as provided by charterers and insurers and review the same as part of the risk assessment carried out for the transit concerned.
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Ship Technical Management Agreement	OWNERS	MANAGER
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(vi)	Provide sufficient Self Protection Measures (SPM) appropriate to the vessel type, size and speed with a view to protecting the Crew as far as possible in the event of an<br> attack. To be determined by the risk assessment required by BMP for the transit concerned and before entering the high risk area.
(vii)	Provide training for the Crew in BMP prior to transiting any high risk area.
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4.	Other Services
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4.1	Subject to the terms and conditions herein provided, during the period of this Agreement the Managers shall carry out, as agents for and on behalf of the Owners, such Other Services as shall have been indicated in Part III.
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4.2	Other Services shall be provided in accordance with the terms of the Appendices contained in Part III.
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5.	Managers’ Obligations
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5.1	The Managers undertake to use their best endeavours to provide the Basic Services, the Other Services and the Management Services as agents for and on behalf of the Owners in accordance with sound ship management practice and to<br> protect and promote the interests of the Owners in all matters relating to the provision of Management Services provided however that the Managers in the performance of Management Services shall be entitled to have regard to their<br> overall responsibility in relation to all vessels which may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate<br> available supplies, manpower and services in such manner as in the prevailing circumstances the Managers in their reasonable discretion consider to be fair and reasonable.
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5.2	The Managers shall procure that the requirements of the law of the flag of the Vessel are satisfied and they shall be deemed to be “the Company” as defined by the ISM Code, assuming the responsibility for the operation of the Vessel<br> and taking over the duties and responsibilities imposed by the ISM Code and by the ISPS Code.
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5.3	The Managers undertake the responsibility to cooperate fully with the Owner and/or any other third party audit firm the Owner chooses with regard to the establishment (design) and the annual testing of the internal controls<br> followed by the Manager relating to the operations performed during providing the services described herein to the Owners (provision of Type II SSAE16 report included).
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6.	Owners’ Obligations
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6.1	The Owners shall pay all sums due to the Managers punctually in accordance with the terms of this Agreement. Time shall be of the essence in respect of the payment of all such sums.
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6.2	The Owners shall report (or where the Owners are not the registered owners of the Vessel procure that the registered owners report) to the flag state administration the details of the Managers as the Company as required to comply<br> with the ISM Code.
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6.3	The Owners shall procure that throughout the period of this Agreement the Vessel will be insured at the Owners’ expense for not less than sound market value or entered for full gross tonnage, as the case may be, for:
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(i)	usual hull and machinery risks (including but not limited to Crew negligence) and excess liabilities;
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(ii)	protection and indemnity risks (including but not limited to pollution risks, diversion expenses and Crew risks);
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(iii)	freight, defense and demurrage;
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(iv)	war risks (including but not limited to blocking and trapping, protection and indemnity, terrorism and Crew risks); and
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(v)	in accordance with MLC, establish insurance to compensate Crew, and/or any officers or ratings supplied by the Owners or on their behalf, for monetary loss that they may incur as a result of the failure of a recruitment and placement<br> service or Owners under the employment agreement, to meet its obligations to them; and
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(vi)	such other optional insurances as may be agreed by the Owners (such as piracy, kidnap and ransom, loss of hire)
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in accordance with the best practice of prudent owners of vessels of a similar type to the Vessel, with sound and reputable insurance companies underwriters or associations (provided that, protection and indemnity risks must be placed with a member of the International Group of P&I Clubs) (“the Owners’ Insurances”).

6.4	The Owners shall procure that all premiums and calls on the Owners’ Insurances are paid by their due date and that the Owners’ Insurances name the Managers and any additional party designated by the Managers as a joint assured for<br> protection and indemnity risks (including pollution risks) and a named assured on all other policies, with the benefit of full cover. The Owners shall, if applicable, provide the Managers with written evidence thereof to the reasonable<br> satisfaction of the Managers on or prior to the Date of Commencement and/or on the date on which the Managers notify the Owners of the appointment of any additional party and within seven (7) days of each renewal date. The Owners shall<br> provide Managers with an appropriate certificate of insurance covering any and all liabilities under the MLC including but not limited to financial security in accordance with regulation 2.5.
Ship Technical Management Agreement	OWNERS	MANAGER
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6.5	On termination of this Agreement (howsoever occasioned) or where the Owners make a change in the P&I Club in which the Vessel is entered, the Owners shall procure that the Managers and any additional party designated by the<br> Managers as a joint or named assured shall cease to be a joint or named assured.
6.6	Owners are responsible for the payment of any tonnage tax applicable at the country where this agreement will be officially registered.
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6.7	The Owners are responsible to maintain this management agreement for a minimum period of two (2) months.
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7.	Documentation
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7.1	On or prior to the Date of Commencement the Owners will deliver to the Managers:
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(i) copies of the Vessel’s Certificate of Registry,

(ii) copies of all the Vessel’s trading and classification certificates,

(iii) a copy of the Owners’ certificate of incorporation,

(iv) full details of any resident registered agent for the registered owner of the Vessel,

(v) if applicable, a copy of the bareboat charterparty pursuant to which the Owners are disponent owners of the Vessel,

(vi) in the case of a new vessel, the Owners will deliver a copy of the Building Contract and specification, and in the case of a second hand vessel, a copy of the Memorandum of Agreement in terms of which the Owners acquired the Vessel. The Owners shall be entitled to delete any confidential information (such as price) from the Building Contract or Memorandum of Agreement,

(vii) if the Owners are not the registered owners or the bareboat charterer of the Vessel, in addition to the above, evidence satisfactory to the Managers of their beneficial interest in the Vessel and of their authorisation from the registered owners to enter into this Agreement,

(viii) the name and address of the bank through which the Owners will pay funds due under this Agreement.

In any event, the Managers reserve the right to request evidence satisfactory to them that the Owners are in goodstanding and that the person signing this Agreement on their behalf is duly authorized to do so.

7.2	The Owners will on request provide the Managers with full details, in writing, of the registered Owners.
7.3	The Owners shall be obliged to obtain any required guarantee, bond or other security including, without limitation, the SCAC code and International Carrier Bond as required in order to access the US<br> Bureau of Customs and Border Protection automated manifest system, as required by 68 Fed Reg. 68139 and as amended, and USCG Certificate of Financial Responsibility for water pollution. The Owners shall also be obliged to obtain any<br> permits, licences or the like required to be obtained by an operator of a vessel including, without limitation, the US EPA vessel general permit.
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7.4	At the request of the Owners, the Managers will promptly deliver a duly executed technical manager’s undertaking and subordination to the Owners’ lenders’ rights. The Managers further agree that they will<br> cooperate with the Owners’ lenders in providing such undertaking and subordination letter and any other further documentation which may be required by the Owners’ lenders.
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8.	Management Fee
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8.1	The Owners shall pay to the Managers a fee in the amounts stated in the Fee Schedule in respect of the Basic Services and Other Services which shall be payable by equal monthly installments, the first installment being payable on the<br> Commencement of this Agreement and the payment of the agreed monthly budgeted amounts fifteen (15) days prior to the purchase of the Vessel including payment of the agreed pre-delivery budget and one (1) month fee applicable for the<br> pre-delivery work in respect of the vessel and subsequent installments being payable monthly in advance and fees for Other Services (if applicable) shall be paid at the rates and times specified in the Fee Schedule.
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8.2	If the Managers’ superintendents or other staff spend more than 25 days onboard the Vessel in any calendar year but excluding the dry-docking period of the vessel (or pro rata for part of a calendar year) such days in<br> excess of 25 on board the Vessel shall be charged at the rate of US$650 per man per day.
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8.3	Where a charterers vetting inspection may be required and a pre-inspection is requested, the costs of such additional services shall be charged to the Vessel’s account.
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8.4	If the Vessel is placed on time charter, any costs incurred in complying with charterers requirements (including, but not limited to, additional reporting requirements and visits to the charterers) will be paid by the Owners.
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Ship Technical Management Agreement	OWNERS	MANAGER
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8.5	The Managers shall, at no extra cost to the Owners, provide their own office accommodation, office staff and office stationery. The Owners shall reimburse the Managers for all expenses properly incurred under the terms of this<br> Agreement on behalf of the Owners, including, without prejudice to the foregoing generality, postage and communication expenses (which the Managers shall allocate among all vessels managed by them on a basis which the Managers consider<br> to be fair and reasonable having regard to the trade of the vessels, the nationality of the Crews and other relevant factors), Crew Support Costs (as included in the Vessel’s running costs), vessel documentation, administrative expenses<br> of the SOPEP and SSP, travelling expenses and other out of pocket expenses properly and reasonably incurred by the Managers in pursuance of the Management Services. All the above costs will be incurred by the Managers, provided they<br> have been approved by the Owners.
8.6	In the event of the termination of this Agreement on the completion of the two (2) months minimum period the fees payable to the Managers according to the provisions of Clause 8.1 shall, save as aftermentioned, be paid for a further<br> period of two (2) calendar months from the effective date of termination. After that minimum period of the Agreement there will be only one (1) month fees applicable upon termination subject to<br> agreement that the total value of management fees paid will be at least equivalent to four (4) months.
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8.7	Fees payable to the Managers will be reviewed annually and shall be adjusted as a minimum by reference to the retail price index relevant to the domicile of the Managers. Where Management Services are wholly or partly provided by<br> third parties, the fees therefor shall be adjusted immediately to take account of increases in the cost of such services. The Managers will, however, use all reasonable endeavours in negotiations with such third parties to minimise such<br> increases.
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8.8	All fees are exclusive of Value Added Taxes, if any, or other applicable taxes.
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8.9	Save as otherwise provided in this Agreement, all discounts, rebates and commissions obtained by the Managers in the course of the management of the Vessel shall be credited to the Owners.
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8.10	If as a result of collision, accident, emergency, or any other extraordinary circumstances, the Managers’ workload is increased beyond that which the parties could reasonably have anticipated, the Managers shall be entitled to<br> reasonable additional remuneration having regard to the nature of the incident, the personnel and resources of the Managers deployed, and all other relevant circumstances including insurance recoveries.
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8.11	If the Owners decide to lay-up the Vessel and such lay-up lasts for more than two (2) months, an appropriate reduction of the management fee for the period exceeding the two (2) months until the Owners give written notice to<br> remobilize the Vessel, shall be mutually agreed between the parties.
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9.	Payments and Management of Funds
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9.1	All sums paid to the Managers by or on behalf of the Owners and all moneys collected by the Managers under the terms of this Agreement (other than fees payable by the Owners to the Managers) shall be held to the credit of the Owners<br> in a separate bank account or accounts which shall be operated by the Managers. The Owners agree to provide to the Managers all information and documentation reasonably required to comply with banking “know your customer” procedures.
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9.2	Where any sums howsoever arising and whether in respect of fees, budgeted expenditure, non-budgeted expenditure, other liabilities (present, future, liquidated or unliquidated) or expenses are owed to the Managers in connection with<br> the Vessel, the Managers shall be entitled but not obliged at any time or times to apply any sums standing to the credit of the accounts referred to in Clause 9.1 to settle such sums but shall in any event remain payable by the Owners<br> to the Managers on demand.
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9.3	On or prior to the Date of Commencement the Owners shall provide to the Managers an amount equivalent to the prorated budgeted days’ expenditure from the Date of Commencement to the end of the first month in management. In addition<br> all pre-delivery expenses are to be funded promptly by the Owners on request from the Managers. The Owners shall provide an amount equivalent to 1/12 of the annual budget for the first full month on or prior to the 1^st^ day of the first full month of the management period. In subsequent months the Managers shall request amounts for the total anticipated monthly expenditure<br> as laid out in clause 9.6.
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9.4	On or prior to the Date of Commencement the Owners shall provide to the Managers a sum of US$7,500, which shall be available to the Managers in their sole discretion for payment of any sum due under the terms of this Agreement, which<br> sum will be held in the Manager’s bank account (“the Float”). The Owners agree that on termination of this Agreement the Managers shall be entitled to retain all or part of the Float in payment of any sums then outstanding under the<br> terms of this Agreement and, subject thereto, the Managers shall reimburse the balance of the Float to the Owners within two (2) months after the termination of this agreement.
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Ship Technical Management Agreement	OWNERS	MANAGER
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9.5	The Owners agree that on termination of this agreement payment of all sums outstanding under the terms of the agreement are to be made in advance of the Vessel leaving management. The sum will include without prejudice to the<br> generality of the foregoing, any amounts due to be paid to suppliers and other third parties (as evidenced, in the absence of manifest error, by an accounts payable listing produced by the Managers) and<br><br><br><br><br><br> any outstanding accruals for items or services invoiced or delivered. The Owners irrevocably undertake to pay forthwith on request from the Managers any other sums which become due after the effective date of termination, but have<br> been incurred during the prosecution of this Agreement.
9.6	The Managers shall each month request (by letter, telex, fax or e-mail) from the Owners the funds required to run the Vessel for the ensuing month. Such request will be for the total of the anticipated monthly expenditure,<br> including, without prejudice to the generality of the foregoing, any sums due to be paid to suppliers and other third parties in the ensuing month (as conclusively evidenced, in the absence of manifest error, by an accounts payable<br> listing produced by the Managers) and any outstanding accruals for items or services invoiced or delivered. In addition, the Owners shall provide the Managers upon request with any funds which the Managers may reasonably request to<br> cover any unbudgeted, unexpected, occasional or extraordinary item of expenditure. All such funds shall be received by the Managers within five (5) days after the receipt of such requests and shall be held to the credit of the<br> Owners in the account(s) referred to in Clause 9.1. The Managers shall be entitled to allocate such funds in such manner as the Managers reasonably determine, and it shall not be open to the Owners to direct the Managers otherwise<br> and under no circumstances shall any funds received be held on trust by the Managers for any specific purpose. In case there is any surplus of funds, same will be applied on the quarterly budget.
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9.7	Notwithstanding anything contained herein, the Managers shall in no circumstances be required to use or commit their own funds to finance the provision of the Management Services and all payments due shall be made punctually to<br> the Managers (and not any third party) in accordance with the terms of this Agreement in full without any deduction whatsoever.
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9.8	In addition to the funds referred to above the Owners shall pay and/or reimburse the Managers in respect of all expenses incurred prior to the Date of Commencement including, but not limited to, riding Crew wages, initial Crew<br> movements, Crew standby expenses, communication and liaison expenses and ITF welfare contributions.
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10.	Managers’ Right to Sub-Contract
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10.1	The Managers shall be entitled to procure performance of the Managers’ obligations hereunder by their parent, subsidiary or associated companies or (in the case of Other Services) third parties (hereinafter collectively called<br> the “Sub-Managers”) in accordance with the following provisions of this Clause 10.1, provided that the Owners have given their prior written consent:
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(i)	any such performance of all or any of the Managers’ obligations by the Sub-Managers shall be and constitute full and sufficient performance by the Managers of their obligations hereunder;
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(ii)	the Owners hereby agree with the Managers that insofar as the Sub-Managers perform the obligations of the Managers the Sub-Managers shall be entitled to the benefits of the provisions of Clause 11; and
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(iii)	any performance of the Managers’ obligations by the Sub-Managers shall be without prejudice to the rights of the Owners hereunder for any failure by the Managers in performance of the Managers’ duties and obligations hereunder<br> and notwithstanding performance by the Sub-Managers the Managers shall remain responsible to the Owners for performance of their obligations hereunder.
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10.2	The provisions of Clause 10.1 shall remain in force notwithstanding termination of this Agreement.
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11.	Responsibilities
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11.1	Force Majeure
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11.1.1	Neither the Owners nor the Managers shall be liable for any loss or damage or total or partial failure to perform this Agreement (other than a failure to perform an obligation to pay money) caused<br> wholly or partly by any circumstance or matter beyond the reasonable control of the relevant party, as the case may be, including (without limiting the generality of the foregoing) acts of God, acts of governmental authorities,<br> fires, strikes, floods, epidemics, quarantine restrictions, wars, insurrections, riots, violent demonstrations, criminal offences (other than criminal offences attributable to each Party’s employees, agents or sub-contractors),<br> acts and omissions of civil or military authority or of usurped power, requisition or hire by any governmental or other competent authority, embargoes.
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11.1.2	Where a party seeks to rely upon a force majeure event as described in Clause 11.1.1 it will advise the other party of the force majeure event at the earliest opportunity and also advise that party<br> of the likely duration of such force majeure situation.
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Ship Technical Management Agreement	OWNERS	MANAGER
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11.2	Liability to Owners
(i)	Without prejudice to Clause 11.1, the Managers shall be under no liability whatsoever to the Owners for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect,<br> (including but not limited to loss of profit arising out of or in connection with detention of or delay to the Vessel) and howsoever arising in the course of performance of the Management Services unless same is proved to have<br> resulted solely from the negligence, gross negligence or wilful default of the Managers or their employees or agents, or sub-contractors employed by them in connection with the Vessel, in which case (save where loss, damage,<br> delay or expense has resulted from the Managers’ personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Managers’<br> liability for each incident or series of incidents giving rise to a claim or claims shall never exceed a total of ten times the annual management fee payable hereunder for Basic Services.
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(ii)	Notwithstanding anything that may appear to the contrary in this Agreement, the Managers shall not be responsible for any of the acts or omissions of the Crew even if such acts or omissions are<br> negligent, grossly negligent or wilful, except only to the extent that they are shown to have resulted from a failure to discharge their obligations under Clause 3.1 in which case their liability shall be limited in accordance<br> with the terms of this Clause 11.
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11.3	Indemnity - General
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Except to the extent and solely for the amount therein set out that the Managers would be liable under Clause 11.2, the Owners hereby undertake to keep the Managers and their employees, agents and sub-contractors indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising out of or in connection with the performance of this Agreement, including, but not limited to, any and all liability arising under the MLC, and against and in respect of all costs, loss, damages and expenses (including legal costs and expenses on a full indemnity basis) which the Managers may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement.

11.4 Indemnity - tax

Without prejudice to the general indemnity set out in Clause 11.3, the Owners hereby undertake to keep the Managers, their employees, agents and sub-contractors indemnified and to hold them harmless against all taxes, imposts and duties levied by any government as a result of the trading or other activities of the Owners or the Vessel and that whether or not such taxes, imposts and duties are levied on the Owners or the Managers.

11.5 “Himalaya”

Subject to any provision of the Agreement to the contrary, it is hereby expressly agreed that no employee or agent of the Managers (including every sub-contractor from time to time employed by the Managers and the employees of such sub-contractors) shall in any circumstances whatsoever be under any liability whatsoever to the Owners for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act neglect or default on his part while acting in the course of or in connection with his employment and, without prejudice to the generality of the foregoing provisions in this Clause, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability defense and immunity of whatsoever nature applicable to the Managers or to which the Managers are entitled hereunder shall also be available and shall extend to protect every such employee or agent of the Managers acting as aforesaid and for the purpose of all the foregoing provisions of this clause 11 the Managers are or shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be their servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this extent be or be deemed to be parties to this Agreement.

11.6	The provisions of Clause 11 shall remain in force notwithstanding termination of this Agreement.
~~12.~~	~~Liens~~
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~~12.1~~ ~~The Owners hereby create a charge and equitable lien over the Vessel and Fleet in favour of the Managers in order to secure any sums due to the Managers by virtue of this Agreement. Such charge and or equitable lien shall be considered as a “Maritime Claim” as prescribed in the International Convention Relating to the Arrest of Sea-Going Ships, Brussels May 10 1952 and any amendment thereto or substitution thereof, and the Owners recognise and accept that the Vessel, or any vessel within the Fleet, therefore can be arrested for any sums due to the Managers by virtue of this Agreement. For the purposes of the Supreme Court Act 1981, or equivalent legislation in other jurisdictions, this Agreement shall be deemed a supply contract in respect of goods and materials supplied to the Vessel for her operation and maintenance, and neither party hereto shall take issue and/or dispute either the right of lien or charge, or the corresponding right of arrest~~.

Ship Technical Management Agreement	OWNERS	MANAGER

~~12.2~~	~~The Owners hereby grant the Managers a lien upon any and all cargoes, bunkers, hire, sub-hire, all freights, sub-freights relating to the Vessel’s employment, or employment of any vessel within the Fleet, for any sums due to the Managers under this Agreement.~~
13.	Claims/Disputes
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13.1	At the request of the Owners, the Managers shall handle and settle all claims arising out of the Management Services hereunder and keep the Owners informed regarding any incident of which the Managers become aware which gives<br> or may give rise to claims or disputes involving third parties.
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13.2	The Managers shall, as instructed by the Owners, bring or defend actions, suits or proceedings in connection with matters entrusted to the Managers according to this Agreement.
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13.3	The Managers in cooperation with the Owners shall have power to obtain legal or technical or other outside expert advice in relation to the handling and settlement of claims and disputes or all other matters affecting the<br> interests of the Owners in respect of the Vessel.
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13.4	The Owners shall arrange for the provision of any necessary guarantee bond or other security.
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13.5	The Owners agree to the use of MTI Network for crisis management response and agree to pay any fees additional to the annual retainer of MTI Network (as included in the budget) which may be incurred.
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14.	Auditing, Records
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14.1	The Managers shall at all times maintain and keep true and correct accounts and shall make the same available at the Managers’ offices for inspection and auditing by the Owners at such times as may be mutually agreed. The<br> Owners agree that the Managers shall be entitled to charge for their reasonable costs and expenses should the Owners require hard copies of supplier invoices and related documentation.
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14.2	The Managers shall be entitled to electronically archive all of the Vessels’ records and arrange safe storage of the same, the costs being included in the Vessel’s running costs.
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14.3	All accounting and other records relating the Vessel will be retained by the Managers for a period of two (2) years after the date of termination, for whatever reason, of this Agreement, and thereafter shall be destroyed or,<br> if electronically archived, expunged unless the Owners request the Managers to deliver such records to them at the Owners’ expense.
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14.4	The Managers may request and the Owners shall, in a timely manner, make available all documentation, information and records reasonably required by the Managers to enable them to perform the Management Services.
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15.	Inspection of Vessel
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The Owners shall have the right at any time to inspect the Vessel for any reason they consider necessary. The Owners will, where practicable, give reasonable notice to the Managers of their intention to visit the Vessel. After such inspection should Owners advise Mangers of reasonable comments about the Vessel’s condition and the Crew’s performance, Managers undertake to take necessary rectifying actions at the Owners expense.

16.	Compliance with Laws and Regulations
16.1	The parties will not do or permit anything to be done which might cause any breach or infringement of the laws and regulations of the country of registry of the Vessel, and of the places where<br> she trades, provided always that the Managers’ obligations under this Clause will only relate to matters which the Managers are in fact capable of fulfilling and on the understanding that the Managers receive all necessary<br> co-operation, information and funding from the Owners.
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16.2	The Parties undertake, represent and warrant that on concluding this Agreement neither they, or the best of their knowledge their Crew, nor any of their employees, agents, or subcontractors is a Sanctioned Person.
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Ship Technical Management Agreement	OWNERS	MANAGER
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The Parties warrant compliance with Global Trade Laws applicable directly or indirectly to the performance of this Agreement, and undertake that they will not, through any act or omission, place the other in violation of Global Trade Laws.

The Parties accept the requirement of this Clause as a condition of this Agreement entitling the innocent party, without prejudice to any claim for damages for breach of this Agreement to immediately terminate this Agreement should there be a breach, or known future conduct that would likely cause a breach (as determined by either Party in its reasonable discretion), of any of these prohibitions at the innocent Party’s absolute discretion. The Party in breach shall indemnify and hold harmless the innocent Party, its employees, agents and sub-contractors in respect of any loss suffered by any of them as a result of violations of this Clause including any penalties or costs associated with government investigations or enforcement actions under Global Trade Laws.

The Parties accept that the US, EU, and other relevant authorities may from time to time establish or change the applicable Global Trade Laws, and both Parties acknowledge that such an event may render continued performance by either or both under this Agreement illegal or unlawful. In that event and if either Party terminates this Agreement due to a change in US, EU, or other applicable sanctions, both Parties agree that (i) such termination shall not constitute a breach of this Agreement by the Party terminating, and the other Party waives any and all claims against the terminating Party for any loss, cost or expense, including consequential damages, that the other Party may incur by virtue of such termination; and (ii) both Parties agree to take reasonable steps to cooperate in winding down this Agreement.

In this Clause the following words and expressions shall have the meanings hereby assigned to them: “Embargoed Country” means any country or geographic region subject to comprehensive economic sanctions or embargoes administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”) or the EU, including without limitation Cuba, Iran, North Korea, Syria, and the Crimea region.

“Global Trade Laws” means the US Export Administration Regulations; the US International Traffic in Arms Regulations; the economic sanctions rules and regulations administered by OFAC as well as any relevant Executive Orders; the rules and regulations administered by the United Kingdom, European Union (“EU”) Council Regulations on export controls, including Nos. 428/2009, 267/2012; other EU Council sanctions regulations, as implemented in EU Member States; United Nations sanctions policies; all relevant regulations made under any of the foregoing; and other applicable economic sanctions or export and import control laws.

“Sanctioned Person” means at any time: (a) any person or entity included on: OFAC’s Specially Designated Nationals and Blocked Persons List, the Sectoral Sanctions Identifications List, or the Foreign Sanctions Evaders List; the EU’s Consolidated List of Sanctions Targets; or any similar list; (b) any person resident in, or entity organised under the laws of, an Embargoed Country; or (c) any person or entity majority-owned or controlled or acting on behalf of any of the foregoing.

17.	Duration of the Agreement
17.1	Termination by Notice
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This Agreement shall come into effect on the Date of Commencement for a minimum period of two (2) months and shall continue thereafter until terminated by either party giving to the other notice in writing, in which event this Agreement shall, subject as aftermentioned terminate on the expiry of a period of two (2) months from the date upon which such notice is received. Where the Vessel is not at a convenient port or place on the expiry of such period, this Agreement shall terminate on the subsequent arrival of the Vessel at a convenient port or place.

17.2	Termination by default - Owners
(i)	The Managers shall be entitled to terminate the Agreement with immediate effect by notice in writing if any moneys requested by the Managers from the Owners, shall not have been received in the Managers’ nominated account<br> within fifteen (15) calendar days of payment having been requested in writing by the Managers or if the Owners fail to comply to the reasonable satisfaction of the Managers with the requirements of clauses 6.3, 6.4 and 6.5 or<br> if the Vessel is repossessed by a mortgagee.
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(ii)	If the Owners
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(a)	otherwise fail materially to meet their obligations hereunder for reasons within their control, or
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(b)	proceed with employment of or continue to employ the Vessel in the carriage of contraband, blockade running or in an unlawful and/or sanctionable trade, or on a voyage or in a manner which, in the opinion of
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the Managers, is unduly hazardous or improper, or potentially unlawful and/or sanctionable or
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(c)	fail to comply with any recommendation of the Managers which the Managers consider to be reasonable and non-compliance with which may affect the Managers’ reputation or its obligations under the<br> ISM Code or any other applicable laws or regulations
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then the Managers may give written notice to the Owners specifying the default and requiring them to remedy it. In the event that the Owners fail to remedy such default (in the case of (a) above, if remediable) within a reasonable time to the reasonable satisfaction of the Managers, the Managers shall be entitled to terminate this Agreement with immediate effect by notice in writing.

17.3	Termination by Default - Managers

If the Managers fail materially to meet their obligations under this Agreement for reasons within the control of the Managers, the Owners may give written notice to the Managers specifying the default and requiring them to remedy it as soon as practically possible. In the event that the Managers fail to remedy such default within a reasonable period of time but in any case latest within fifteen (15) days from the date of the Owners’ notice, if remediable, to the reasonable satisfaction of the Owners, the Owners shall be entitled to terminate this Agreement with immediate effect by notice in writing.

17.4	Liquidation

The Parties to this Agreement shall be entitled to terminate this Agreement forthwith in the event of an order being made or resolution passed for the winding up, dissolution, liquidation or bankruptcy of the Owners of the Vessel (otherwise than for the purpose of reconstruction or amalgamation) or the Managers or if a receiver or similar officer is appointed to the Owners or the Managers or if either Party ceases to carry on business or make any special arrangement or composition with their creditors or if the Owners suspend payment under this Agreement.

17.5	Extraordinary Termination

This Agreement shall be deemed to be terminated in the case of the sale of the Vessel or its being bareboat chartered, if applicable and unless otherwise agreed, when the bareboat charter comes to an end or if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned. Notwithstanding such deemed termination, fees shall be paid in accordance with the provisions of Clause 8.6.

17.6	For the purpose of sub-clause 17.5 hereof:
(i)	the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be the date on which the registered owners cease to be registered as owners of the Vessel;
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(ii)	the Vessel shall not be deemed to be lost until either she has become an actual total loss or agreement has been reached with her Underwriters in respect of her constructive, compromised or arranged total loss or if such<br> agreement with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred or a Notice of Abandonment is issued to underwriters.
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Ship Technical Management Agreement	OWNERS	MANAGER
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17.7	The termination of this Agreement shall be without prejudice to all rights accrued due between the parties prior to the date of termination.
17.8	All outstanding fees and other sums payable by the Owners require to be paid in full on or prior to termination, for whatever reason, of this Agreement. Save where the Agreement is<br> terminated by the Owners in accordance with Clause 17.3, the Managers shall be paid fees in accordance with Clause 8.6. The Owners shall also pay on demand Severance Costs together with repatriation costs and expenses.
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18.	Confidentiality
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18.1	As between the Owners and the Managers, the Owners hereby agree and acknowledge that all title and property in and to the management manuals of the Managers and other written material of the Managers concerning management<br> functions and activities is vested in the Managers and the Owners agree not to disclose the same to any third party and, on the termination of this Agreement, to return all such manuals and other material to the Managers.<br> For the purposes of this Clause reference to “the Managers” includes the parent, subsidiary and associated companies of the Managers and any third parties providing Management Services.
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19.	Suspension of Services
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If, at any time, the Owners have failed to pay the sums due and owing, as set out in Clause 9, or are in breach of any other terms of this Agreement, in addition to the Managers’ rights pursuant to Clause 17 to terminate, the Managers shall, without prejudice to their liberty to terminate, be entitled to withhold/suspend the performance of any and all of their obligations hereunder (including, but not limited to, removal of Crew) and shall have no responsibility whatsoever for any consequences thereof, in respect of which the Owners hereby indemnify the Managers, and fees (as set out in the Fee Schedule) shall continue to accrue and any extra expenses resulting from such withholding shall be for the Owners’ account.

20.	Law and Arbitration
20.1	This Agreement shall be governed by English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 and any amendment<br> thereto or substitution therefor.
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20.2	The arbitration shall be conducted in accordance with the London Maritime Arbitrators’ (LMAA) Terms current at the time when the arbitration is commenced.
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20.3	Save as aftermentioned, the reference shall be to three arbitrators, one to be appointed by each party and the third by the two so appointed. A party wishing to refer a dispute to arbitration shall appoint its arbitrator<br> and send notice of such appointment to the other party requiring the other party to appoint its arbitrator within fourteen (14) days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless<br> the other party appoints its own arbitrator and give 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<br> fourteen (14) days specified, the party referring the 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<br> party accordingly. The award of a sole arbitrator shall be as binding as if he had been appointed by agreement.
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20.4	In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current<br> at the time when the arbitration proceedings are commenced.
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20.5	Unless otherwise provided for in a separate agreement, the Owners hereby agree that any claim by any company providing services under clause 24 below shall, unless such company elects<br> otherwise, be subject to English law and any dispute shall be referred to arbitration in accordance with the foregoing provisions of this clause 20.
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20.6	Except to the extent provided for in clauses 10, 11 and 20.5 no third party shall have the right to enforce any term of this Agreement.
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21.	Amendments to Agreement
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21.1	Any and all amendments will be agreed by all the parties in the Agreement and will be in writing.
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21.2	It is hereby understood that upon the written request of the Owners, certain Management Services will cease to be performed by the Managers and the Management Fee will be reduced<br> accordingly. An amendment reflecting this will be entered into between the Managers and the Owners.
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22.	Time Limit for Claims
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Any and all liabilities of either party to the other arising under this Agreement or otherwise in relation to the Vessel (except in the case of fraud) shall be deemed to be waived and absolutely barred on the relevant date unless prior to the relevant date written particulars of any claim (giving details of the alleged breach in respect of which such claim is made and a preliminary statement of the amount claimed) have been intimated in writing by the claimant by the relevant date, and any such claim shall be deemed (if it has not previously been satisfied, settled or withdrawn) to have been withdrawn unless arbitration proceedings have been commenced under Clause 20 prior to the expiry of six (6) months after the relevant date. For the purposes of this Clause 22, the “relevant date” is one year after the date of termination, for whatever reason, of this Agreement.

Ship Technical Management Agreement	OWNERS	MANAGER

23.	Condition of Vessel

The Owners acknowledge that they are aware that the Managers are unable to confirm that the Vessel, its systems, equipment and machinery are free from defects, and agree that the Managers shall not in any circumstances be liable for any losses, costs, claims, liabilities and expenses which the Owners may suffer or incur resulting from pre-existing or latent deficiencies in the Vessel, its systems, equipment and machinery.

24.	Use of Associated Companies
24.1	The Managers hereby disclose to the Owners that they may, in the course of performing Management Services, utilize the services of companies associated with the Managers. Without prejudice to the foregoing generality,<br> associated companies of the Managers may be used in connection with inter alia travel, insurance, port agency catering and consultancy services. Where companies associated with the Managers provide services<br> in connection with the above or any other matters, such companies will be entitled to charge and retain for their own benefit usual remuneration for the provision of their services (whether in the form of commission or<br> fees). The Managers will send a list of the Associated Companies to Owners on or prior to the Date of Commencement.
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24.2	The Owners hereby consent to the arrangements set out in Clause 24.1.
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25.	Notices
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25.1	Any notice or other communication under or in relation to this Agreement (a “Communication”) may be sent by fax, registered or recorded mail, by personal delivery.
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25.2	The addresses of the parties for service of a Communication shall be as stated in Boxes 5 and 6 respectively of Part I.
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25.3	A Communication shall be deemed to have been delivered and shall take effect:
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(i)	in the case of a fax on the day of transmission; and
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(iii)	if delivered personally or sent by registered or recorded mail at the time of delivery.
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26.	Staff Loyalty
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The Owners shall not and shall procure that their parent, subsidiary and associate companies shall not, without the written consent of the Managers, during the course of this Agreement or for a period of six (6) months following termination directly or indirectly offer any employment to any employee of the Managers engaged in providing Management Services or directly or indirectly induce or solicit any such person to take up employment with the Owners or any associated or affiliated company or use the services of any such person either independently or via a third party. In the event that the Managers agree to any of its employees accepting an offer of employment as aforesaid, the Owners shall pay to the Managers a sum equivalent to 25% of the new annual salary of that employee, payable within seven days of the date of the written agreement of the Managers. Such payment shall be construed as liquidated damages and not as a penalty, being the parties agreed reasonable estimate of the Managers’ loss. This clause will not apply to any staff recruited or seconded specifically from Seanergy for the Seanergy vessels.

27.	Entire Agreement
27.1	This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and (in relation to such subject matter) supersedes all prior discussions, understandings and agreements between the parties and all prior representations and expressions of opinion by the parties.
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27.2	Each of the parties acknowledges that it is not relying on any statements, warranties, representations or understandings (whether negligently or innocently made) given or made by or on<br> behalf of the other in relation to the subject matter hereof and that it shall have no rights or remedies with respect to such subject matter otherwise than under this Agreement. The only remedy available shall be for<br> breach of contract under the terms of this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.
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28.	Partial Validity
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If any provision of this Agreement is or becomes or is held by any arbitrator or other competent body to be illegal, invalid or unenforceable in any respect under any law or jurisdiction, the provision shall be deemed to be amended to the extent necessary to avoid such illegality, invalidity or unenforceability, or, if such amendment is not possible, the provision shall be deemed to be deleted from this Agreement to the extent of such illegality, invalidity or unenforceability and the remaining provisions shall continue in full force and effect and shall not in any way be affected or impaired thereby.

29.	Non Waiver

No failure to exercise nor any delay in exercising any right, power, privilege or remedy under this Agreement shall in any way impair or affect the exercise thereof or operate as a waiver in whole or in part. No single or partial exercise of any right, power, privilege or remedy under this Agreement shall prevent any further or other exercise thereof or the exercise of any other right, power, privilege or remedy.

Ship Technical Management Agreement	OWNERS	MANAGER

SHIP TECHNICAL MANAGEMENT AGREEMENT - PART III

ASSOCIATED COMPANIES

Travel Management on a 24hour basis: (Global Marine Travel)

Services include controls for verifying quotes, integrated billing system, consultancy, cost control and account management, visa assistance, corporate travel.

Catering (OCL Oceanic Catering Limited)

Services include cargo ship, offshore, remote site, ferry and cruise catering, consulting for start-up, new building, and operational review, purchasing and logistics.

Training (Marlins – Seatec UK Ltd)

English language testing and computer based training.

Condition monitoring (Seatec condition monitoring)

Routine Lube Oil & Fuel Oil analysis, annual thermal & vibration surveys, fluid analysis as required: Fuel Purifier, Cylinder Scrapedown, OWS and drinking water (as per MLC requirements).

Technical analysis of vessel performance (V Ships Ship Management (India) Pvt Ltd)

Services include the monitoring of vessel performance by collecting and analysing the main parameters affecting fuel consumption: main engine (ME) consumption, condition of hull and propeller, sludge production and itinerary management in terms of speed and rpm.

The above findings are compiled in monthly reports containing trends and comparisons to optimum performance and to sister/similar vessels, if any, with the purpose of improvement in speed and consumption, cleaning of hull/propeller, operation of vessel within charterparty limits and provision of documents in support of commercial claims.

The service is tailor-made to suit the existing recording equipment available onboard and will include suggestions for improvement fully supported by ROI analysis

The technical performance of the ME is analysed in terms of ME load balance, fuel injection pump, air cooler, Turbo Charge and Economiser conditions with the purpose of improvement in fuel and lube oil consumption and the streamlining spare parts procurement.

Safety services (Seatec Safety Operations )

Safety inspections, pre-vetting, navigational and internal ISM/ISPS audits and on-board training provided world-wide.Ship security plans and Ship security assessments.

Ra dio & Communications (Seatec Communication)

Provision of satellite communications (FBB, VSAT, etc.) Bespoke solutions depending on vessel operational requirements. Seatec Communication will endeavour to take over existing satellite communication contract at no extra cost to Owners with the purpose of being able to provide consistent, standardised and high quality services across the fleet.

Supply of electronic charts, GDMSS services, Inmarsat PSA and LRIT, crew prepaid cards, entertainment content to crew.

Underwater services (Seatek UK Ltd.)

Routine underwater inspections, propeller and hull cleaning. Underwater repair and maintenance as required.

Ship Technical Management Agreement	OWNERS	MANAGER

Engineering services and consultancy (Seatec UK Ltd)

Services include naval architecture, engineering, design, emergency response services, laser scanning, new construction supervision and project management services.

Navigation (Seatec Communications)

Supply, installation and maintenance of communication and navigation equipment including radars, ECDIS, autopilots.

Repairs and Installations (Seatec Repairs)

Provision of riding gangs, turnkey repairs and installations, engine overhauling, electrical installations, annual services and NDT testing.

13.OTHER SERVICES

~~APPENDIX 1* - Chartering (only applicable if not deleted - fee specified in Box 1 of the Fee Schedule)~~

~~The Managers shall, in accordance with the Owner’s instructions, provide chartering services which term includes but is not limited to seeking and negotiating employment for the Vessel and the conclusion (including the execution thereof) of charterparties or other contracts relating to the employment of the Vessel. Consent thereto in writing (including telex or fax) shall be obtained from the Owners before any contract in respect of the Vessel’s employment is concluded.~~

~~The fee for the foregoing services shall be such sum as is set out in the Fee Schedule.~~

~~APPENDIX 2* - Post Fixture Services (only applicable if not deleted - fee specified in Box 2 of the Fee Schedule)~~

~~The Managers shall provide post fixture services which includes such of the following functions as have been agreed with the Owners:-~~

~~(i)~~	~~liaising with Owners, brokers and charterers in the negotiation of the fixture;~~
~~(ii)~~	~~provision of voyage and time charter estimates;~~
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~~(iii)~~	~~checking the cargo specification with the Master and cargo shippers to ensure the Vessel is capable of the safe carriage of the cargo;~~
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~~(iv)~~	~~instructing the master regarding the fixture and issuing voyage orders;~~
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~~(v)~~	~~arranging on and off hire surveys;~~
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~~(vi)~~	~~preparation of accounts and calculation of hire and freights and/or demurrage and despatch moneys due from or due to the charterers of the Vessel if required by the Owners; and~~
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~~(vii)~~	~~arrangement of the payment to the Owners of all hire and/or freight revenues or other moneys of whatsoever kind to which Owners may be entitled arising out of the employment of or otherwise in connection with the Vessel.~~
---	---

~~The fee for the foregoing services shall be such sum as is set out in the Fee Schedule.~~

~~APPENDIX 3* - Surveys or other Consultancy Services (only applicable if not deleted - fee specified in Box 3 of the Fee Schedule)~~

~~Any routine superficial inspections of ships afloat or other consultancy services will be undertaken on the following terms:-~~

~~1.~~	~~Any report issued by the Managers is issued solely to the person to whom it is addressed and under no circumstances is any part of it to be issued or made available to any other party.~~
~~2.~~	~~Inspections are limited to those parts of the Vessel, her machinery equipment or records (if made available) which are actually exposed, uncovered or readily accessible and the Managers are unable to report on any other part of the Vessel, her machinery or equipment and shall have no responsibilities whatsoever in such respect.~~
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~~3.~~	~~The Managers are unable to report on the ship’s water tightness or integrity, the operational efficiency of its machinery or equipment, its suitability for any business or trade, or its stability characteristics.~~
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~~4.~~	~~The Managers shall in no circumstances be liable for any indirect, consequential or economic losses arising from any surveys of the Vessel or other consultancy services.~~
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~~5.~~	~~The Managers’ maximum liability for any loss arising from surveys or consultancy services shall be 10 times the fee payable therefor.~~
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~~6.~~	~~Fees in respect of routine superficial inspections afloat shall be charged at the rate of US$850 per day or part thereof. Fees for other consultancy services shall be agreed before work is commenced and unless otherwise agreed shall be payable on delivery of the report by the Managers.~~
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~~APPENDIX 4* - Bunker Services~~ ~~(only applicable if not deleted - fee specified in Box 4 of the Fee Schedule)~~

~~The Managers shall arrange for the provision of bunker fuel of the quality agreed with the Owners as required for the Vessel’s trade.~~

Ship Technical Management Agreement	OWNERS	MANAGER

~~The Managers shall be entitled to order bunker fuel through such brokers or suppliers as the Managers deem appropriate unless the Owners instruct the Managers to utilise a particular supplier which the Managers will be obliged to do provided that the Owners have made prior credit arrangements with such supplier. The Owners shall comply with the terms of any credit arrangements made by the Managers on their behalf.~~

~~The Managers shall not in any circumstances have any liability for any bunkers which do not meet the required specification. The Managers will , however, take such action, on behalf of the Owners, against the supplier of the bunkers, as is agreed with the Owners~~

~~The fee for the foregoing services shall be such sum as is set out in the Fee Schedule.~~

APPENDIX 5 - On Board Safety Audit and Safety Training (only applicable if not deleted – at no extra cost)

1.	The Managers shall arrange on board safety audit and training which will include the following functions:
(i)	preparation and updating of specialist safety manuals not already included in the SMS;
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(ii)	periodic on board safety audit and on board safety training;
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(iii)	reporting to the Vessel (via the Managers) on information gained from visits to other vessels and industry forums.
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2.	The cost of the foregoing services shall be such sum as is set out in the Fee Schedule and shall be included in the budget agreed with the Owners.
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3.	The Managers have entered into sub-contracts with third parties to permit them to supply this service.
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Ship Technical Management Agreement	OWNERS	MANAGER
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SHIP TECHNICAL MANAGEMENT AGREEMENT – PART IV

FEE SCHEDULE

SHIP NAME:

BASIC SERVICES (Clause 3 of Part II)	Amount	Frequency
Management Fee
Information System fees (Shipsure)
Planned maintenance - data base development fee (maximum of 30 chargeable days)
Crewing: Fixed Cost invoice – Crewing Costs (Part VI)<br><br> <br><br><br> <br>Other Crew costs (ITF, SEPF, PNO fee etc.)<br><br> <br><br><br> <br>Management Expenses:
Ship Technical Management Agreement	OWNERS	MANAGER
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SHIP TECHNICAL MANAGEMENT AGREEMENT - PART V

FLEET DETAILS

Ship Technical Management Agreement	OWNERS	MANAGER

SHIP TECHNICAL MANAGEMENT AGREEMENT - PART VI

INITIAL BUDGET

Crew Complement

Ship Technical Management Agreement	OWNERS	MANAGER

2021 Budget (all figures in USD)

Ship Technical Management Agreement	OWNERS	MANAGER

Exhibit 4.7

[Name of Owner]

and

V.SHIPS GREECE Ltd.

SHIP TECHNICAL MANAGEMENT AGREEMENT

INDEX

PART	SUBJECT MATTER			PAGE NO.
Part I	Vessel Details			4
Part II	Terms of Agreement
		1.	Definitions & Interpretation	6
		2.	Appointment of Managers	6
		3.	Basic Services	6
		3.1	Crewing	7
		3.2	Technical Management	8
		3.3	Purchasing	8
		~~3.4~~	~~Insurance~~	~~9~~
		3.5	Accounting and Budgeting	9
		3.6	Operations	10
		3.7	Information System Software	10
		3.8	Shipboard Oil Pollution Emergency Plan	11
		3.9	OPA	11
		3.10	Assistance with Sale of Vessel	11
		3.11	Vessel trading in high risk areas	11
		4.	Other Services	12
		5.	Managers’ Obligations	12
		6.	Owners’ Obligations	12
		7.	Documentation	13
		8.	Management Fee	13
		9.	Payments and Management of Funds	14
		10.	Managers’ Right to Sub-Contract	15
		11.	Responsibilities	15
		11.1	Force Majeure	15
		11.2	Liability to Owners	16
		11.3	Indemnity – General	16
		11.4	Indemnity – Tax	16
		11.5	Himalaya	16
		~~12.~~	~~Liens~~	~~16~~
		13.	Claims/Disputes	17
		14.	Auditing, Records	17
		15.	Inspection of Vessel	17
		16.	Compliance with Laws & Regulations	17
		17.	Duration of the Agreement	18
		17.1	Termination by Notice	18
		17.2	Termination by Default – Owners	18
		17.3	Termination by Default – Managers	18
		17.4	Liquidation	18
		17.5	Extraordinary Termination	18
		18.	Confidentiality	19
		19.	Suspension of Services	19
		20.	Law and Arbitration	19
		21.	Amendments to Agreement	19

	22.	Time Limit for Claims	19
	23.	Condition of Vessel	20
	24.	Use of Associated Companies	20
	25.	Notices	20
	26.	Staff Loyalty	20
	27.	Entire Agreement	20
	28.	Partial Validity	20
	29.	Non Waiver	20
Part III	Other Services		21-22
Part IV	Fee Schedule		23
Part V	Fleet Details		24
Part VI	Initial Budget		25-27

SHIP TECHNICAL MANAGEMENT AGREEMENT - PART I

1. Vessel Details
Name:	GT/NT:
Flag:	Class:
Type: BULK CARRIER	Year Built:
IMO number:
2. Owners
Name: [Name of Owner]
2.1 Owners’ Registered Address (where the company is registered):
Country of Incorporation:
2.2 Owners’ business establishment address (head office and principal place of business):
Telephone Number: Fax Number:
Contact Name: Position:
Email address:
2.3 Owners’ VAT registration number if business establishment address at 2.2 is in the European Union:
3. Managers
Name: V.Ships Greece Ltd.
Registered Office: 3^rd^ Floor, Par-La-Ville Place, 14 Par-La-Ville Road, Hamilton HM 08, Bermuda
Country of Incorporation: Bermuda
C/O 03 Agiou Dionysiou street, Piraeus 185 45, Greece
Telephone Number: +30 210 4102210 Fax Number: +30 210 4294340
Contact Name: (Mr.) Konstantinos Kontes Position: Managing Director
Email address: costas.kontes@vships.com
4. Date of Commencement of Agreement (Clause 2.1)<br><br> <br>Upon Owners’ delivery of the Vessel to the Managers, or upon any other date as may be notified by the Owners to the Managers.
5. Notices to Owners: at the Owners’ Principal Place of Business address, fax number and email address stated in Box 2
6. Notices to Managers: at the address, fax number and email address stated in Box 3 with a copy to Marine Legal Services Limited, 1^st^ floor, 63 Queen Victoria Street, London EC4N 4UA tel (44) (0) 20 7329 2422<br><br> <br>Email: dora.costa@vgrouplimited.com with copy to legal@vgrouplimied.com
Ship Technical Management Agreement	OWNERS	MANAGERS
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4

It is mutually agreed between the party mentioned in Box 2 of Part I (hereinafter called "the Owners") and the party mentioned in Box 3 of Part I (hereinafter called "the Managers") that this Agreement consisting of PARTS I to VI inclusive shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of an applicable Appendix of Part III shall prevail over the provisions of PART II to the extent of such conflict but only in respect of the Management Service to be provided in terms of such applicable Appendix. In the event of a conflict between the Fee Schedule and the provisions of an applicable Appendix of Part III, the provisions of the Fee Schedule shall prevail.

DATE OF AGREEMENT: ___

Signature(s) (Owners)	Signature(s) (Managers)
[Name]	[Name]
Title:	Title:
Ship Technical Management Agreement	OWNERS	MANAGERS
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5

SHIP TECHNICAL MANAGEMENT AGREEMENT - PART II

1.	Definitions and Interpretation
1.1	In this Agreement, in addition to terms defined in Part I, save where the context otherwise requires, the following words and expressions shall have the meanings hereby assigned to them.
---	---

"Basic Services" means services relating to Crewing, Technical Management, Purchasing, Operations, Accounting and Budgeting, Information System Software, Shipboard Oil Pollution Emergency Plan, OPA and Assistance with Sale provided in accordance with Clause 3.

"Crew Support Costs" means all expenses of a general nature not particularly referable to any individual vessel for the time being managed by the Managers and incurred for the purpose of providing an efficient and economic management service including, without prejudice to the generality of the foregoing, cost of crew standby pay, training schemes, cadet training schemes, study pay, recruitment and interviews.

"Fee Schedule" means the Schedule comprising Part IV or any revised Fee Schedule prepared by the Managers after the date hereof and agreed by the Owners in writing to record adjustments to the fees payable from time to time under this Agreement.

"Information System Software" means the Managers' proprietary ship management software in executable object code form as described in Clause 3.7.1 as the same may be upgraded and updated from time to time.

"ISM Code" means the International Management Code for the Safe Operation of Ships and for Pollution Prevention adopted by Resolution A.714 (18) of the International Maritime Organisation on 4 November 1994 and incorporated on 19 May 1994 into the SOLAS Convention 1974 as Chapter IX and any amendment thereto or substitution thereof.

"Management Services" means Basic Services and Other Services and all other functions performed by the Managers under the terms of this Agreement.

“MLC” means the Maritime Labour Convention 2006 and any amendment thereto, substitution thereof and ratification of the Maritime Labour Convention 2006 in the respective States national law.

"OPA" means the United States Oil Pollution Act of 1990, regulations made thereunder, and any amendment thereto or substitution thereof.

"Other Services" means any services provided by Managers affirmatively indicated in Part III of this Agreement.

"Severance Costs" means the costs which the employers are legally obliged to pay to or in respect of the Crew as a result of the early termination of any contract for service on board the Vessel.

"SMS" means a Safety Management System in accordance with the ISM Code.

“SSP” means a Ship Security Plan in accordance with the ISPS Code.

"STCW" means the International Maritime Organisation Convention on Standards of Training Certification and Watchkeeping for Seafarers 1978, as amended in 1995 and any amendment thereto or substitution thereof.

"the Vessel" shall mean the vessel details of which are set out in Box 1 of Part I.

1.2	Clause Headings are inserted for convenience and shall be ignored in construing this Agreement; words denoting the singular number shall include the plural number and vice versa; references to Parts are to Parts of this<br> Agreement; references to Clauses are to Clauses of Part II except where otherwise expressly stated; and references to any enactment include any re-enactments, amendments and extensions thereof.
2.	Appointment of Managers
---	---
2.1	With effect from the date stated in Box 4 of Part I (the “Date of Commencement”) and continuing unless and until terminated as provided herein, the Owners hereby appoint the Managers and the Managers hereby agree to act as the managers<br> of the Vessel in respect of the Management Services.
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2.2	In performing any of the Management Services the Managers shall, as agents for and on behalf of the Owners, have authority to take such steps as the Managers may from time to time in their reasonable discretion consider to be necessary<br> to enable them to perform this Agreement in accordance with sound ship management practice.
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3.	Basic Services
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3.1	Crewing
Ship Technical Management Agreement	OWNERS	MANAGERS
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6

3.1.1	The Managers shall provide suitably qualified crew for the Vessel and its trade as required by the Owners in accordance with current STCW requirements as agents for and on behalf of the Owners, provision of which includes but is not<br> limited to the following functions:
(i)	select and engage Master, officers and crew (hereinafter collectively referred to as the "Crew"); where the Owners make a complaint about any member of the Crew the Managers will promptly investigate the same and if it proves to be<br> justified, replace the Crew member concerned as soon as practicable;
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(ii)	ensure that the applicable requirements of the law of the flag of the Vessel are satisfied in respect of manning levels, rank, qualification and certification of the Crew, and employment regulations<br> including Crew’s tax, social insurance, discipline and other requirements;
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(iii)	ensure that all members of the Crew have passed a medical examination with a qualified doctor certifying that they are fit for the duties for which they are engaged and are in possession of valid medical certificates which are valid<br> for the duration of their service onboard the Vessel and issued in accordance with appropriate flag state requirements and P&I Club requirements; in the absence of applicable Flag state requirement medical certificate shall be dated<br> no more than three (3) months prior to the respective Crew members leaving the country of domicile and maintained for the duration of their service on board the vessel;
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(iv)	arrange of transportation of the Crew, including repatriation;
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(v)	supervise the efficiency of the Crew and use the Manager’s standard crew appraisal system (written or electronic) and administration of all other Crew matters such as planning for the manning of the Vessel;
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(vi)	make payroll arrangements, including settling manning and agency expenses for the manning agents in the Crew's country of origin and, if applicable, payment of Severance Costs;
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(vii)	if requested by the Owners, conducting union negotiations and making agreed payments to unions;
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(viii)	verify that the Crew shall have a command of the English of a sufficient standard to enable them to perform their duties safely;
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(ix)	operate the Managers' Drug and Alcohol Policy;
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(ix)	arrange Crew training in accordance with the Managers' policies but always in compliance with STCW (and as provided for in the budget), records of such training being maintained in the Manager’s standard format and will be provided to<br> the Owners on a monthly basis.
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3.1.2	Crew Claims
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3.1.3	The Owners agree to implement in full the terms and conditions of employment under which the Crew is engaged by the Managers as agent for the Owners. The Owners shall be the employer of the Crew and under<br> no circumstances shall the Managers be deemed to be the employer of the Crew. If the Vessel is covered by an ITF approved agreement the Owners authorize the Managers to sign the ITF Special Agreement on their behalf and agree to provide<br> all information necessary for this purpose. The Managers to provide the Owners copies of the contracts of employment upon request.
3.1.4	The Owners to approve the engagement of any member of the Crew within four (4) working days of receipt from the Managers of reasonable details of the proposed appointee. No response within the stipulated<br> timeframe indicates tacit approval.
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3.1.5	In the event that any officers or ratings are supplied by the Owners or on their behalf, the Owners shall procure that they comply with the requirements of STCW and MLC. Owners will instruct such officers<br> and ratings to obey all reasonable orders of the Managers.Any such officers or ratings shall, at the Owners’ cost, be trained in accordance with the Managers training matrix.
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3.1.6	The Managers shall procure that the Crew consent to processing of their personal data for legitimate business purposes. The Owners warrant that personal data of the Crew will be processed in accordance<br> with the requirements of the Data Protection Act 1998 or any other applicable law or regulation.
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3.1.7	For the purposes of the MLC, the Owners shall be deemed “Shipowner” and under no circumstances whatsoever, notwithstanding the Managers agreeing to carry out specific obligations under the MLC on behalf<br> of the Owners, shall the Managers be deemed “Shipowner”. It is a condition of this Agreement that the Owners shall provide all Crew with MLC compliant working and living conditions. The Owners shall ensure that, in case there is any<br> Seafarer Recruitment & Placement Service supplying any member of the Crew to the Vessel or any entity directly employing other persons to work onboard the Vessel, the latter shall provide to the Managers documentary evidence of MLC<br> compliance issued under the provisions laid down by the applicable ratifying administration or, in the case of a non-ratifying administration, documentary evidence from a Recognised Organisation that is accepted by the flag<br> administration of the Vessel.
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Ship Technical Management Agreement	OWNERS	MANAGERS
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7

3.1.8

The Owners authorise the Managers to sign contracts of employment with the Crew as agent only for and on behalf of the Owners and/or to procure that a Seafarer Recruitment & Placement Service, in the country of domicile of a Crew member, signs contracts of employment with such Crew member as agent only for and on behalf of the Owners. The Managers to provide the Owners copies of all the contracts of employment upon request.

3.2

Technical Management

---

The Managers shall provide technical management which includes, but is not limited to the following functions:

(i)	provision of personnel to supervise the maintenance and general efficiency of the Vessel;
(ii)	arrangement and supervision of drydockings, repairs, modifications to and the upkeep of the Vessel to the standards agreed with the Owners provided that the Managers shall be entitled to incur the necessary expenditure, which is<br> subject to Owners’ prior approval, to ensure that the Vessel will comply with all requirements and recommendations of the classification society and equipment manufacturers, and with the laws and regulations of the country of registry of<br> the Vessel and of the places where she trades;
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(iii)	arrangement of periodic analysis of the bunker fuel, lubricating oils and chemicals by third parties (the costs being included in the Vessel’s running costs);
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(iv)	appointment of surveyors and technical consultants as the Managers may consider from time to time to be necessary, provided they are pre-approved by the Owners;
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(v)	visits to the Vessel by superintendents or other staff of the Managers for up to 20 days on board the Vessel in any calendar year (or pro rata for part of a calendar year) excluding the dry-docking period of the vessel<br> and visits to the Vessel by superintendents or other staff of the Managers in excess of this allowance to be pre-approved in writing by the Owners;
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(vi)	notify and receive prior approval by the Owners of any non-budgeted item of expenditure;
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(vii)	notify and receive prior approval by the Owners if there is an operational need to exceed quarterly budget allowance as attached to this agreement under Part VI.
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(viii)	development, implementation and maintenance of an SMS and an SSP.
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3.3	Purchasing
---	---
3.3.1	The Managers shall arrange for the supply of necessary victualling, stores, spares, provisions, lubricating oils and services (including drydock services) for the Vessel for any amount of up to US$5,000.<br> With respect to the supply of any items of an amount between US$5,000 to US$10,000 the Managers shall request the Owners pre-approval, which should be provided within 48 hours from the Managers’ request. No response within such<br> stipulated timeframe indicates tacit approval by the Owners. For any purchase above US$10,000, the Managers will advise the details and quotations to the Owners in writing requesting authority to proceed. The Owners have the right to<br> arrange for any purchasing and shall advise the Managers accordingly. To enable the Managers to arrange such supplies on the most advantageous terms, the Managers shall be entitled to join with other parties in making arrangements for<br> bulk purchase. The Managers are presently members of MARCAS International Limited ("MARCAS"), an independent contracting association providing access to commodities and dry-dock services globally (www.marcas.org). MARCAS negotiates on<br> behalf of its members with selected suppliers the best available price, terms and conditions for the bulk purchase of goods and services for the marine industry with the aim of offering to members and their clients savings on vessel<br> technical operating costs.
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3.3.2	Details of the suppliers contracted by MARCAS and prices available for the Vessel at the time of supply shall be made available to Owners upon their request. Owners acknowledge that all information<br> relating to prices is confidential and undertake not to disclose the same to third parties without the prior written consent of the Managers.
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3.3.3	Where MARCAS has negotiated terms and conditions with suppliers of any stores, spares provisions, or lubricating oils ("Goods") and/or suppliers of services required by the Vessel, then the purchase of<br> such Goods and services will, unless operational or other circumstances otherwise require, be undertaken with such suppliers on the basis of the terms and conditions negotiated by MARCAS.
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3.3.4	MARCAS will where practicable obtain a best price charter from suppliers that the prices for all Goods and services purchased by MARCAS's members will be the lowest prices available. If the Owners are<br> able to obtain in good faith, on arms' length terms, on a true like for like basis (including quality, certification, timing, manufacturer, place of supply, etc., but ignoring taxes and exchange rate fluctuations), the same Goods and/or<br> services at a lower price than that obtained by MARCAS, the Owners will supply full details to the Managers who will promptly raise the matter with MARCAS and pass on to Owners any refund obtained by MARCAS from the supplier.
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Ship Technical Management Agreement	OWNERS	MANAGERS
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8

3.3.5	The Owners have received details from the Managers of the business rules and operating procedures adopted by MARCAS, including provisions related to fees that MARCAS will retain as applicable, and agree to<br> comply with such rules and operating procedures as the same may be amended from time to time.
3.3.6	The Owners acknowledge that they are aware that prices obtained from suppliers require strict adherence to the payment terms agreed with suppliers (normally 45 days from date of invoice) and any failure<br> by the Owners to provide the Managers with funds to settle sums due to suppliers on time will (in the absence of a good faith dispute) result in an immediate 2% surcharge. The Managers are hereby expressly authorised to settle such<br> surcharge charges from any sums held by them on behalf of Owners. The Owners further acknowledge that they are aware if payments to suppliers are regularly made late, or if suppliers are not satisfied with Owners' credit rating,<br> suppliers may refuse to supply at the prices and on the terms negotiated by MARCAS.
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3.3.7	The Owners acknowledge that the Managers may be requested by suppliers to disclose details of the beneficial ownership of the Owners and that the Managers may not be able to obtain the most advantageous<br> terms from such suppliers should the Owners not agree to such disclosure.
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~~3.4~~	Insurance
---	---
~~3.4.1~~	~~If instructed by the Owners, the Managers shall refer the Owners to brokers for the placing of insurances and shall liaise between the brokers and the Owners to provide such information as may be required to make any claim, in each case in accordance with the following provisions.~~
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~~3.4.2~~	~~The Managers shall arrange for brokers to place such insurances as the Owners shall have instructed or agreed, in particular as regards values, deductibles and franchises. At each renewal the Managers will liaise with brokers and the Owners:~~
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~~(i)~~ ~~as to any changes in insured values required;~~

~~(ii)~~ ~~in respect of premiums, franchises and deductibles and any other changes for the new policy year; and~~

~~(iii) to update the budget to reflect changes in insurance premiums.~~

~~For the avoidance of doubt under no circumstances will the Managers be liable to the Owners for any losses which the Owners may incur as a result of the level of insured values.~~

~~3.4.3~~	~~The Managers shall engage the services of their appointed insurance brokers to arrange such insurances.~~
~~3.4.4~~	~~The Managers shall compile such statistics and enter into negotiations with such brokers and P & I Club managers as they consider necessary or desirable in order to arrange for such insurances to be placed.~~
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~~3.4.5~~	~~Once insurances are placed the Managers shall arrange for all cover notes to be checked and for all debit notes to be paid as required.~~
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~~3.4.6~~	~~The Managers shall have the right to obtain confirmation direct from the brokers, underwriters and P & I Clubs through whom the Vessel’s insurances are arranged that all premiums calls and contributions due have been paid and that insurances meet the Owners' obligations under Clauses 6.3, 6.4 and 6.5. Where any premiums, calls and/or contributions are not paid, the Managers shall be entitled to pay the same from any funds held by them for the Owners and/or to terminate this Agreement forthwith by notice in writing.~~
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~~3.4.7~~	~~Unless otherwise indicated by the Owners, the Managers shall provide such information as requested by the relevant brokers to enable such brokers to handle and or procure the settling of all insurance average and salvage claims in connection with the Vessel.~~
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3.5	Accounting and Budgeting
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3.5.1	The Managers shall:
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(i)	maintain records of all costs and expenditure incurred hereunder as well as data necessary or proper for the settlement of accounts between the parties;
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(ii)	establish an accounting system for the Vessel and supply regular monthly reports (within 5 working days from the end of the preceding month) in accordance therewith in the Managers' standard format or, on<br> agreement of an additional fee, such other form as may be mutually agreed in writing with the Owners.
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3.5.2	The Managers shall present to the Owners annually a budget for the following calendar year in the Managers' standard format. The budget for the period in 2020 following the date stated in Box 4 of Part I is<br> set out in Part VI.
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3.5.3	The Owners shall notify the Managers of their acceptance and approval of the annual budget within 14 days of presentation and in the absence of any response the Owners shall be deemed to have accepted the<br> said budget. In the event that the Owners do not accept an annual budget presented by the Managers within the period aforesaid and that budget is, in the reasonable opinion of the Managers, fair and reasonable, the Managers shall be<br> entitled to terminate this Agreement by notice in writing, in which event this Agreement shall terminate on the expiry of a period of one (1) month from the date upon which such notice is given.
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3.5.4

The Managers shall produce a monthly comparison between budgeted and actual expenditure of the Vessel in the Managers' standard format or, on agreement of an additional fee, such other form as may be mutually agreed in writing accompanied by proper written justification of variances reports. In addition if required by the Owners the Managers shall produce quarterly forecast report on the annual budget.

3.5.5

This Clause 3.5 is subject to the provisions of Part VI.

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3.6 Operations

As required by the Owners, the Managers shall, as agents for the Owners, provide support on the following functions:

(i)	Monitoring voyage instructions and liaising as appropriate with the Owners, the Owners’ brokers and charterers;
(ii)	Appointment of agents; and
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(iii)	Arrangement of surveying of cargoes.
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3.7	Information System Software
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3.7.1	The Managers will, subject to the remaining provisions of this Clause 3.7, provide the Owners and the Vessel with the Information System Software to allow information from both the Vessel’s and the<br> Managers’ office to be accessed directly by the Owners via the "PartnerShip Network" secure website. Financial, technical and operational information relating to the Vessel will be available from both the Vessel and office outputs, with<br> the ability to "drill down" on accounts. This will provide the Owners with immediate access to the same information available to the Managers and to reports generated for the Owners, with a view to providing improved efficiency and cost<br> savings to the Owners in his overview of the management of the Vessel.
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3.7.2	Should the Owners have existing software applications on board the Vessel which they wish to retain, the Owners will permit the Managers to carry out an on board audit to assess the suitability,<br> compatibility with the Information System Software, and any risks or disadvantages associated with the continued use of such applications.
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3.7.3	The main features of the Information System Software at the date of this Agreement are:
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(i)	comprehensive management software providing single point of entry to the Vessel incorporating Crew administration, vessel noon reporting, operational and port reporting, defect and deficiency reporting and performance monitoring;
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(ii)	a ship to shore and shore to ship e-mail package providing cost efficient communications available to both Owners and their charterers; and
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(iii)	a computerised maintenance system including inventory control and automated purchase order handling. (An initial charge, to be agreed with Owners, may be made for the set-up of the maintenance database, depending on the system currently<br> existing on board the Vessel).
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3.7.4	The costs for the Information System Software are set out in the Fee Schedule, and are included in the Vessel's running costs, as follows:
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(i)	the license fee;
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(ii)	remote access from the Owners' Office through the Managers' PartnerShip network;
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(iii)	maintenance, updates and upgrades;
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(iv)	24 hour support;
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(v)	provision of anti-virus software and regular upgrades;
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(vi)	operational manuals on CD ROM and regular updates;
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(vii)	annual remote audit of the Vessel IT systems providing a system health check;
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(viii)	user manuals and training of the Crew in the use of the Information System Software; and
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(ix)	e-mail on board the Vessel.
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3.7.5 Such costs do not include:

(i)	the costs of appropriate hardware on board the Vessel;
(ii)	travel and other related costs for installation support of the Information System Software on board the Vessel;
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(iii)	the set-up cost of the data base for the maintenance system; the Client remains an owner of the PMS data, which can be exported at any given time on request.
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(iv)	any specific reports specified by the Owners where new data/specialist reporting is required; and
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(v)	costs incurred pursuant to clause 3.7.2.
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3.7.6	Installation and set-up of the Information System Software will be undertaken on a date agreed between the Managers and the Owners having regard to the Vessel's schedule and the availability of the<br> Managers' personnel.
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3.7.7	Solely for the duration of this Agreement the Managers hereby grant the Owners a personal, non-transferable non-exclusive license to use a single copy of the Information System Software as installed by the<br> Managers on a single computer on board the Vessel.
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3.7.8	The Information System Software is owned by the Managers or its subsidiaries and is protected by applicable copyright and patent laws. The Owners may not copy the Information System Software (except for<br> back-up purposes only) or any written materials which accompany it, and may not sell, rent, lease, lend, sub-license, reverse engineer or distribute the Information System Software or such written materials.
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3.7.9	The Managers do not warrant that the Information System Software will meet the Owners' requirements or that the use or operation of the Information System Software will be uninterrupted or error free.
3.8	Shipboard Oil Pollution Emergency Plan
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3.8.1	The Managers will prepare and obtain all necessary approvals for a shipboard oil pollution emergency plan (SOPEP) in a form approved by the Marine Environment Protection Committee of the International<br> Maritime Organisation pursuant to the requirements of Regulation 26 of Annex I of the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 relating thereto, as amended (MARPOL<br> 73/78).
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3.8.2	The SOPEP will be written in the English language and will be reviewed and updated from time to time. If required the Managers will arrange for the translation of the SOPEP into another language, the cost<br> of translation being recoverable in terms of Clause 8.5.
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3.8.3	The Managers will also undertake regular training of the Crew in the use of the SOPEP including drills to ensure that the SOPEP functions as expected and that contact and information details specified are<br> accurate.
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3.9	OPA
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3.9.1	If instructed by the Owners, the Managers will:
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(i)	arrange for the preparation, filing and updating of a contingency Vessel Response Plan in accordance with the requirements of OPA and instruct the Crew in all aspects of the operation of such plan;
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(ii)	identify and ensure the availability by contract or otherwise of a Qualified Individual, a Spill Management Team, an Oil Spill Removal Organisation, resources having salvage, firefighting, lightering and, if applicable, dispersant<br> capabilities, and public relations/media personnel to assist the Owners to deal with the media in the event of discharges of oil.
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3.9.2	The Managers are expressly authorised as agents for the Owners to enter into such arrangements by Contract or otherwise as are required to ensure the availability of the services outlined in Clause 3.8.1.<br> The Managers are further expressly authorised as agents for the Owners to enter into such other arrangements as may from time to time be necessary to satisfy the requirements of OPA or other Federal or State laws.
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3.9.3	The Owners will pay the fees due to third parties providing the services described above together with costs to the Managers if any. The level of fees will be included in the Vessel's running costs.
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3.9.4	On termination of this Agreement, the Vessel Response Plan and all documentation will be returned to the Managers at the expense of the Owners, provided such expense does not exceed US$150.
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3.10	Assistance with Sale of Vessel
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3.11	Vessel trading in high risk areas

In the event that the Vessel is to trade in a high risk area and in particular an area where piracy is prevalent, the Managers shall:

(i)	Comply in full with the guidance provided by ‘Best Management Practices to Deter Piracy off the Coast of Somalia and in the Arabian Sea Area (BMP)’ as may be revised from time to time<br> and also with any similar guidance which may be issued for other high risk areas.
(ii)	Monitor daily guidance and updates provided by The Maritime Security Centre – Horn of Africa (MSCHOA) website (www.mschoa.org) as may be revised from time to time and advise the Vessel<br> accordingly.
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(iii)	Comply with the Managers’ guidelines for ‘Transiting off the coast of Somalia, the Arabian Sea, Gulf of Aden and Red Sea’ as may be revised from time to time and also with any similar guidance which may<br> be issued for other high risk areas. The Managers’ guidelines set out their policy of full compliance with BMP and additional guidance and information on Self Protection Measures (SPM’s) and<br> Citadels or Safe Areas. The Owners will be provided with a copy of the guidelines and costs for SPM’s will be included in the Vessel budget.
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(iv)	Where appropriate, ensure the Vessel follows the International Recommended Transit Corridor (IRTC), using the services of an escorted convoy if available or joining a group transit if not.
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(v)	Monitor routing recommendations for transiting high risk areas as provided by charterers and insurers and review the same as part of the risk assessment carried out for the transit concerned.
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(vi)	Provide sufficient Self Protection Measures (SPM) appropriate to the vessel type, size and speed with a view to protecting the Crew as far as possible in the event of an attack. To be<br> determined by the risk assessment required by BMP for the transit concerned and before entering the high risk area.
(vii)	Provide training for the Crew in BMP prior to transiting any high risk area.
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4.	Other Services
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4.1	Subject to the terms and conditions herein provided, during the period of this Agreement the Managers shall carry out, as agents for and on behalf of the Owners, such Other Services as shall have been indicated in Part III.
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4.2	Other Services shall be provided in accordance with the terms of the Appendices contained in Part III.
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5.	Managers' Obligations
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5.1	The Managers undertake to use their best endeavours to provide the Basic Services, the Other Services and the Management Services as agents for and on behalf of the Owners in accordance with sound ship management practice and to protect<br> and promote the interests of the Owners in all matters relating to the provision of Management Services provided however that the Managers in the performance of Management Services shall be entitled to have regard to their overall<br> responsibility in relation to all vessels which may from time to time be entrusted to their management and in particular, but without prejudice to the generality of the foregoing, the Managers shall be entitled to allocate available<br> supplies, manpower and services in such manner as in the prevailing circumstances the Managers in their reasonable discretion consider to be fair and reasonable.
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5.2	The Managers shall procure that the requirements of the law of the flag of the Vessel are satisfied and they shall be deemed to be "the Company" as defined by the ISM Code, assuming the responsibility for the operation of the Vessel and<br> taking over the duties and responsibilities imposed by the ISM Code and by the ISPS Code.
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5.3	The Managers undertake the responsibility to cooperate fully with the Owner and/or any other third party audit firm the Owner chooses with regard to the establishment (design) and the annual testing of the internal controls followed by<br> the Manager relating to the operations performed during providing the services described herein to the Owners (provision of Type II SSAE16 report included).
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6.	Owners' Obligations
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6.1	The Owners shall pay all sums due to the Managers punctually in accordance with the terms of this Agreement. Time shall be of the essence in respect of the payment of all such sums.
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6.2	The Owners shall report (or where the Owners are not the registered owners of the Vessel procure that the registered owners report) to the flag state administration the details of the Managers as the Company as required to comply with<br> the ISM Code.
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6.3	The Owners shall procure that throughout the period of this Agreement the Vessel will be insured at the Owners' expense for not less than sound market value or entered for full gross tonnage, as the case may be, for:
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(i)	usual hull and machinery risks (including but not limited to Crew negligence) and excess liabilities;
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(ii)	protection and indemnity risks (including but not limited to pollution risks, diversion expenses and Crew risks);
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(iii)	freight, defense and demurrage;
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(iv)	war risks (including but not limited to blocking and trapping, protection and indemnity, terrorism and Crew risks); and
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(v)	in accordance with MLC, establish insurance to compensate Crew, and/or any officers or ratings supplied by the Owners or on their behalf, for monetary loss that they may incur as a result of the failure of a recruitment and placement<br> service or Owners under the employment agreement, to meet its obligations to them; and
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(vi)	such other optional insurances as may be agreed by the Owners (such as piracy, kidnap and ransom, loss of hire)
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6.4	The Owners shall procure that all premiums and calls on the Owners’ Insurances are paid by their due date and that the Owners' Insurances name the Managers and any additional party designated by the Managers as a joint assured for<br> protection and indemnity risks (including pollution risks) and a named assured on all other policies, with the benefit of full cover. The Owners shall, if applicable, provide the Managers with written evidence thereof to the reasonable<br> satisfaction of the Managers on or prior to the Date of Commencement and/or on the date on which the Managers notify the Owners of the appointment of any additional party and within seven (7) days of each renewal date. The Owners shall<br> provide Managers with an appropriate certificate of insurance covering any and all liabilities under the MLC including but not limited to financial security in accordance with regulation 2.5.
Ship Technical Management Agreement	OWNERS	MANAGERS
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6.5	As between the Owners and the Managers, the Managers shall not be responsible for paying any premiums or calls arising in connection with such insurances. On termination of this Agreement (howsoever occasioned) or where the Owners make<br> a change in the P&I Club in which the Vessel is entered, the Owners shall procure that the Managers and any additional party designated by the Managers as a joint or named assured shall cease to be a joint or named assured and that<br> they are released from and/or secured for any and all liability for premiums and calls that may arise in relation to the period of this Agreement. For the avoidance of doubt, it is agreed that the Owners shall be liable for all<br> deductibles applying to any insurance policy.
6.6	Owners are responsible for the payment of any tonnage tax applicable at the country where this agreement will be officially registered.
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6.7	The Owners are responsible to maintain this management agreement for a minimum period of two (2) months.
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7.	Documentation
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7.1	On or prior to the Date of Commencement the Owners will deliver to the Managers:
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(i) copies of the Vessel’s Certificate of Registry,

(ii) copies of all the Vessel’s trading and classification certificates,

(iii) a copy of the Owners’ certificate of incorporation,

(iv) full details of any resident registered agent for the registered owner of the Vessel,

(v) if applicable, a copy of the bareboat charterparty pursuant to which the Owners are disponent owners of the Vessel,

(viii) the name and address of the bank through which the Owners will pay funds due under this Agreement.

7.2	The Owners will on request provide the Managers with full details, in writing, of the registered Owners.
7.3	The Owners shall be obliged to obtain any required guarantee, bond or other security including, without limitation, the SCAC code and International Carrier Bond as required in order to access the US Bureau of Customs and Border<br> Protection automated manifest system, as required by 68 Fed Reg. 68139 and as amended, and USCG Certificate of Financial Responsibility for water pollution. The Owners shall also be obliged to obtain any permits, licences or the like<br> required to be obtained by an operator of a vessel including, without limitation, the US EPA vessel general permit.
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7.4	At the request of the Owners, the Managers will promptly deliver a duly executed technical manager’s undertaking and subordination to the Owners’ lenders’ rights. The Managers further agree that they will<br> cooperate with the Owners’ lenders in providing such undertaking and subordination letter and any other further documentation which may be required by the Owners’ lenders.
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8.	Management Fee
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8.1	The Owners shall pay to the Managers a fee in the amounts stated in the Fee Schedule in respect of the Basic Services and Other Services which shall be payable by equal monthly installments, the first installment being payable on the<br> Commencement of this Agreement and the payment of the agreed monthly budgeted amounts fifteen (15) days prior to the purchase of the Vessel including payment of the agreed pre-delivery budget and one (1) month fee applicable for the<br> pre-delivery work in respect of the vessel and subsequent installments being payable monthly in advance and fees for Other Services (if applicable) shall be paid at the rates and times specified in the Fee Schedule.
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8.2	If the Managers' superintendents or other staff spend more than 30 days onboard the Vessel in any calendar year but excluding the dry-docking period of the vessel (or pro rata for part of a calendar year) such days in<br> excess of 20 on board the Vessel shall be charged at the rate of US$800 per man per day.
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8.3	Where a charterers vetting inspection may be required and a pre-inspection is requested, the costs of such additional services shall be charged to the Vessel’s account.
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8.4	If the Vessel is placed on time charter, any costs incurred in complying with charterers requirements (including, but not limited to, additional reporting requirements and visits to the charterers) will be paid by the Owners.
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8.5	The Managers shall, at no extra cost to the Owners, provide their own office accommodation, office staff and office stationery. The Owners shall reimburse the Managers for all expenses properly incurred under the terms of this Agreement<br> on behalf of the Owners, including, without prejudice to the foregoing generality, postage and communication expenses (which the Managers shall allocate among all vessels managed by them on a basis which the Managers consider to be fair and<br> reasonable having regard to the trade of the vessels, the nationality of the Crews and other relevant factors), Crew Support Costs (as included in the Vessel's running costs), vessel documentation, administrative expenses of the SOPEP and<br> SSP, travelling expenses and other out of pocket expenses properly and reasonably incurred by the Managers in pursuance of the Management Services. All the above costs will be incurred by the Managers, provided they have been approved by<br> the Owners.
8.6	In the event of the termination of this Agreement on the completion of the two (2) months minimum period the fees payable to the Managers according to the provisions of Clause 8.1 shall, save as aftermentioned, be paid for a further<br> period of two (2) calendar months from the effective date of termination. After that minimum period of the Agreement there will be only one (1) month fees applicable upon termination subject to agreement that<br> the total value of management fees paid will be at least equivalent to four (4) months.
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8.7	Fees payable to the Managers will be reviewed annually and shall be adjusted as a minimum by reference to the retail price index relevant to the domicile of the Managers. Where Management Services are wholly or partly provided by third<br> parties, the fees therefor shall be adjusted immediately to take account of increases in the cost of such services. The Managers will, however, use all reasonable endeavours in negotiations with such third parties to minimise such<br> increases.
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8.8	All fees are exclusive of Value Added Taxes, if any, or other applicable taxes.
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8.9	Save as otherwise provided in this Agreement, all discounts, rebates and commissions obtained by the Managers in the course of the management of the Vessel shall be credited to the Owners.
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8.10	If as a result of collision, accident, emergency, or any other extraordinary circumstances, the Managers' workload is increased beyond that which the parties could reasonably have anticipated, the Managers shall be entitled to reasonable<br> additional remuneration having regard to the nature of the incident, the personnel and resources of the Managers deployed, and all other relevant circumstances including insurance recoveries.
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8.11	If the Owners decide to lay-up the Vessel and such lay-up lasts for more than two (2) months, an appropriate reduction of the management fee for the period exceeding the two (2) months until the Owners give written notice to remobilize<br> the Vessel, shall be mutually agreed between the parties.
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9.	Payments and Management of Funds
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9.1	All sums paid to the Managers by or on behalf of the Owners and all moneys collected by the Managers under the terms of this Agreement (other than fees payable by the Owners to the Managers) shall be held to the credit of the Owners in a<br> separate bank account or accounts which shall be operated by the Managers. The Owners agree to provide to the Managers all information and documentation reasonably required to comply with banking “know your customer” procedures.
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9.2	Where any sums howsoever arising and whether in respect of fees, budgeted expenditure, non-budgeted expenditure, other liabilities (present, future, liquidated or unliquidated) or expenses are owed to the Managers in connection with the<br> Vessel, the Managers shall be entitled but not obliged at any time or times to apply any sums standing to the credit of the accounts referred to in Clause 9.1 to settle such sums but shall in any event remain payable by the Owners to the<br> Managers on demand.
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9.3	On or prior to the Date of Commencement the Owners shall provide to the Managers an amount equivalent to the prorated budgeted days’ expenditure from the Date of Commencement to the end of the first month in management. In addition all<br> pre-delivery expenses are to be funded promptly by the Owners on request from the Managers. The Owners shall provide an amount equivalent to 1/12 of the annual budget for the first full month on or prior to the 1^st^ day of the first full month of the management period. In subsequent months the Managers shall request amounts for the total anticipated monthly expenditure as laid out in clause 9.6.
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9.4	On or prior to the Date of Commencement the Owners shall provide to the Managers a sum of US$7,500, which shall be available to the Managers in their sole discretion for payment of any sum due under the terms of this Agreement, which sum<br> will be held in the Manager’s bank account (“the Float”). The Owners agree that on termination of this Agreement the Managers shall be entitled to retain all or part of the Float in payment of any sums then outstanding under the terms of<br> this Agreement and, subject thereto, the Managers shall reimburse the balance of the Float to the Owners within two (2) months after the termination of this agreement.
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9.5	The Owners agree that on termination of this agreement payment of all sums outstanding under the terms of the agreement are to be made in advance of the Vessel leaving management. The sum will include without prejudice to the generality<br> of the foregoing, any amounts due to be paid to suppliers and other third parties (as evidenced, in the absence of manifest error, by an accounts payable listing produced by the Managers) and any<br> outstanding accruals for items or services invoiced or delivered. The Owners irrevocably undertake to pay forthwith on request from the Managers any other sums which become due after the effective date of termination, but have been incurred<br> during the prosecution of this Agreement.
9.6	The Managers shall each month request (by letter, telex, fax or e-mail) from the Owners the funds required to run the Vessel for the ensuing month. Such request will be for the total of the anticipated monthly expenditure, including,<br> without prejudice to the generality of the foregoing, any sums due to be paid to suppliers and other third parties in the ensuing month (as conclusively evidenced, in the absence of manifest error, by an accounts payable listing produced by<br> the Managers) and any outstanding accruals for items or services invoiced or delivered. In addition, the Owners shall provide the Managers upon request with any funds which the Managers may reasonably request to cover any unbudgeted,<br> unexpected, occasional or extraordinary item of expenditure. All such funds shall be received by the Managers within five (5) days after the receipt of such requests and shall be held to the credit of the Owners in the account(s) referred<br> to in Clause 9.1. The Managers shall be entitled to allocate such funds in such manner as the Managers reasonably determine, and it shall not be open to the Owners to direct the Managers otherwise and under no circumstances shall any funds<br> received be held on trust by the Managers for any specific purpose. In case there is any surplus of funds, same will be applied on the quarterly budget.
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9.7	Notwithstanding anything contained herein, the Managers shall in no circumstances be required to use or commit their own funds to finance the provision of the Management Services and all payments due shall be made punctually to the<br> Managers (and not any third party) in accordance with the terms of this Agreement in full without any deduction whatsoever.
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9.8	In addition to the funds referred to above the Owners shall pay and/or reimburse the Managers in respect of all expenses incurred prior to the Date of Commencement including, but not limited to, riding Crew wages, initial Crew movements,<br> Crew standby expenses, communication and liaison expenses and ITF welfare contributions.
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10.	Managers' Right to Sub-Contract
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10.1	The Managers shall be entitled to procure performance of the Managers' obligations hereunder by their parent, subsidiary or associated companies or (in the case of Other Services) third parties (hereinafter collectively called the<br> "Sub-Managers") in accordance with the following provisions of this Clause 10.1, provided that the Owners have given their prior written consent:
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(i)	any such performance of all or any of the Managers' obligations by the Sub-Managers shall be and constitute full and sufficient performance by the Managers of their obligations hereunder;
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(ii)	the Owners hereby agree with the Managers that insofar as the Sub-Managers perform the obligations of the Managers the Sub-Managers shall be entitled to the benefits of the provisions of Clause 11; and
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(iii)	any performance of the Managers' obligations by the Sub-Managers shall be without prejudice to the rights of the Owners hereunder for any failure by the Managers in performance of the Managers' duties and obligations hereunder and<br> notwithstanding performance by the Sub-Managers the Managers shall remain responsible to the Owners for performance of their obligations hereunder.
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10.2	The provisions of Clause 10.1 shall remain in force notwithstanding termination of this Agreement.
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11.	Responsibilities
---	---
11.1	Force Majeure
---	---
11.1.1	Neither the Owners nor the Managers shall be liable for any loss or damage or total or partial failure to perform this Agreement (other than a failure to perform an obligation to pay money) caused wholly or<br> partly by any circumstance or matter beyond the reasonable control of the relevant party, as the case may be, including (without limiting the generality of the foregoing) acts of God, acts of governmental authorities, fires, strikes,<br> floods, epidemics, quarantine restrictions, wars, insurrections, riots, violent demonstrations, criminal offences (other than criminal offences attributable to each Party’s employees, agents or sub-contractors), acts and omissions of<br> civil or military authority or of usurped power, requisition or hire by any governmental or other competent authority, embargoes.
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11.1.2	Where a party seeks to rely upon a force majeure event as described in Clause 11.1.1 it will advise the other party of the force majeure event at the earliest opportunity and also advise that party of the<br> likely duration of such force majeure situation.
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11.1.2	Where a party seeks to rely upon a force majeure event as described in Clause 11.1.1 it will advise the other party of the force majeure event at the earliest opportunity and also advise that party of the<br> likely duration of such force majeure situation.
11.2	Liability to Owners
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(i)	Without prejudice to Clause 11.1, the Managers shall be under no liability whatsoever to the Owners for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to loss of<br> profit arising out of or in connection with detention of or delay to the Vessel) and howsoever arising in the course of performance of the Management Services unless same is proved to have resulted solely from the negligence, gross<br> negligence or wilful default of the Managers or their employees or agents, or sub-contractors employed by them in connection with the Vessel, in which case (save where loss, damage, delay or expense has resulted from the Managers'<br> personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage, delay or expense would probably result) the Managers' liability for each incident or series of incidents giving<br> rise to a claim or claims shall never exceed a total of ten times the annual management fee payable hereunder for Basic Services.
---	---
(ii)	Notwithstanding anything that may appear to the contrary in this Agreement, the Managers shall not be responsible for any of the acts or omissions of the Crew even if such acts or omissions are negligent,<br> grossly negligent or wilful, except only to the extent that they are shown to have resulted from a failure to discharge their obligations under Clause 3.1 in which case their liability shall be limited in accordance with the terms of<br> this Clause 11.
---	---
11.3	Indemnity - General
---	---

11.4	Indemnity - tax

11.5	"Himalaya"

11.6	The provisions of Clause 11 shall remain in force notwithstanding termination of this Agreement.
~~12.~~	Liens
---	---

~~12.1~~~~The Owners hereby create a charge and equitable lien over the Vessel and Fleet in favour of the Managers in order to secure any sums due to the Managers by virtue of this Agreement. Such charge and or equitable lien shall be considered as a “Maritime Claim” as prescribed in the International Convention Relating to the Arrest of Sea-Going Ships, Brussels May 10 1952 and any amendment thereto or substitution thereof, and the Owners recognise and accept that the Vessel, or any vessel within the Fleet, therefore can be arrested for any sums due to the Managers by virtue of this Agreement. For the purposes of the Supreme Court Act 1981, or equivalent legislation in other jurisdictions, this Agreement shall be deemed a supply contract in respect of goods and materials supplied to the Vessel for her operation and maintenance, and neither party hereto shall take issue and/or dispute either the right of lien or charge, or the corresponding right of arrest.~~

Ship Technical Management Agreement	OWNERS	MANAGERS
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~~12.2~~	~~The Owners hereby grant the Managers a lien upon any and all cargoes, bunkers, hire, sub-hire, all freights, sub-freights relating to the Vessel’s employment, or employment of any vessel within the Fleet, for any sums due to the Managers under this Agreement.~~
13.	Claims/Disputes
---	---
13.1	At the request of the Owners, the Managers shall handle and settle all claims arising out of the Management Services hereunder and keep the Owners informed regarding any incident of which the Managers become aware which gives or<br> may give rise to claims or disputes involving third parties.
---	---
13.2	The Managers shall, as instructed by the Owners, bring or defend actions, suits or proceedings in connection with matters entrusted to the Managers according to this Agreement.
---	---
13.3	The Managers in cooperation with the Owners shall have power to obtain legal or technical or other outside expert advice in relation to the handling and settlement of claims and disputes or all other matters affecting the interests<br> of the Owners in respect of the Vessel.
---	---
13.4	The Owners shall arrange for the provision of any necessary guarantee bond or other security.
---	---
13.5	The Owners shall pay to the Managers a fee for time spent by the Managers in carrying out their obligations under Clause 13 and such fee shall be mutually agreed by the Owners and the Managers (such fee<br> to not exceed the rate of US$800 per man per day). In addition, any costs incurred by the Managers in carrying out their obligations according to Clause 13 shall be reimbursed by the Owners.
---	---
13.6	The Owners agree to the use of MTI Network for crisis management response and agree to pay any fees additional to the annual retainer of MTI Network (as included in the budget) which may be incurred.
---	---
14.	Auditing, Records
---	---
14.1	The Managers shall at all times maintain and keep true and correct accounts and shall make the same available at the Managers’ offices for inspection and auditing by the Owners at such times as may be mutually agreed. The Owners agree<br> that the Managers shall be entitled to charge for their reasonable costs and expenses should the Owners require hard copies of supplier invoices and related documentation.
---	---
14.2	The Managers shall be entitled to electronically archive all of the Vessels' records and arrange safe storage of the same, the costs being included in the Vessel's running costs.
---	---
14.3	All accounting and other records relating the Vessel will be retained by the Managers for a period of two (2) years after the date of termination, for whatever reason, of this Agreement, and thereafter<br> shall be destroyed or, if electronically archived, expunged unless the Owners request the Managers to deliver such records to them at the Owners' expense.
---	---
14.4	The Managers may request and the Owners shall, in a timely manner, make available all documentation, information and records reasonably required by the Managers to enable them to perform the Management Services.
---	---
15.	Inspection of Vessel
---	---

16.	Compliance with Laws and Regulations
16.1	The parties will not do or permit anything to be done which might cause any breach or infringement of the laws and regulations of the country of registry of the Vessel, and of the places where she trades,<br> provided always that the Managers' obligations under this Clause will only relate to matters which the Managers are in fact capable of fulfilling and on the understanding that the Managers receive all necessary co-operation, information<br> and funding from the Owners.
---	---
16.2	All intended carriage, trade or voyages must be fully compliant with relevant international sanctions and prohibitions. Managers, Crew and Owners accept such requirement as a condition of this Agreement entitling the Managers to<br> terminate the Agreement should there be a breach of international sanctions and prohibitions. The Owners shall indemnify and hold harmless the Managers, their employees, agents and sub-contractors in respect of any consequence that may<br> arise from the Vessel being arrested or detained, and should the Vessel not then be capable of immediate release, as a result of sanctions or prohibitions affecting the Owners’ banks and/or insurers.
---	---
Ship Technical Management Agreement	OWNERS	MANAGERS
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17

17.	Duration of the Agreement
17.1	Termination by Notice
---	---

17.2	Termination by default - Owners
(i)	The Managers shall be entitled to terminate the Agreement with immediate effect by notice in writing if any moneys requested by the Managers from the Owners, shall not have been received in the Managers' nominated account within<br> fifteen (15) calendar days of payment having been requested in writing by the Managers or if the Owners fail to comply to the reasonable satisfaction of the Managers with the requirements of clauses 6.3, 6.4 and 6.5 or if the Vessel is<br> repossessed by a mortgagee.
---	---
(ii)	If the Owners
---	---
(a)	otherwise fail materially to meet their obligations hereunder for reasons within their control, or
---	---
(b)	proceed with employment of or continue to employ the Vessel in the carriage of contraband, blockade running or in an unlawful and/or sanctionable trade, or on a voyage or in a manner which, in the opinion of the Managers, is unduly<br> hazardous or improper, or potentially unlawful and/or sanctionable or
---	---
(c)	fail to comply with any recommendation of the Managers which the Managers consider to be reasonable and non-compliance with which may affect the Managers’ reputation or its obligations under the ISM Code or any other applicable laws<br> or regulations
---	---

17.3	Termination by Default - Managers

17.4	Liquidation

17.5	Extraordinary Termination

17.6	For the purpose of sub-clause 17.5 hereof:
(i)	the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be the date on which the registered owners cease to be registered as owners of the Vessel;
---	---
(ii)	the Vessel shall not be deemed to be lost until either she has become an actual total loss or agreement has been reached with her Underwriters in respect of her constructive, compromised or arranged total loss or if such agreement<br> with her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred or a Notice of Abandonment is issued to underwriters.
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Ship Technical Management Agreement	OWNERS	MANAGERS
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18

17.7	The termination of this Agreement shall be without prejudice to all rights accrued due between the parties prior to the date of termination.
17.8	All outstanding fees and other sums payable by the Owners require to be paid in full on or prior to termination, for whatever reason, of this Agreement. Save where the Agreement is terminated by the<br> Owners in accordance with Clause 17.3, the Managers shall be paid fees in accordance with Clause 8.6. The Owners shall also pay on demand Severance Costs together with repatriation costs and expenses.
---	---
18.	Confidentiality
---	---
18.1	As between the Owners and the Managers, the Owners hereby agree and acknowledge that all title and property in and to the management manuals of the Managers and other written material of the Managers concerning management functions<br> and activities is vested in the Managers and the Owners agree not to disclose the same to any third party and, on the termination of this Agreement, to return all such manuals and other material to the Managers. For the purposes of<br> this Clause reference to "the Managers" includes the parent, subsidiary and associated companies of the Managers and any third parties providing Management Services.
---	---

Suspension of Services

20.	Law and Arbitration
20.1	This Agreement shall be governed by English law and any dispute arising out of or in connection with this Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 and any amendment thereto or<br> substitution therefor.
---	---
20.2	The arbitration shall be conducted in accordance with the London Maritime Arbitrators' (LMAA) Terms current at the time when the arbitration is commenced.
---	---
20.3	Save as aftermentioned, the reference shall be to three arbitrators, one to be appointed by each party and the third by the two so appointed. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send<br> notice of such appointment to the other party requiring the other party to appoint its arbitrator within fourteen (14) days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party<br> appoints its own arbitrator and give 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<br> specified, the party referring the 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<br> of a sole arbitrator shall be as binding as if he had been appointed by agreement.
---	---
20.4	In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the<br> time when the arbitration proceedings are commenced.
---	---
20.5	Unless otherwise provided for in a separate agreement, the Owners hereby agree that any claim by any company providing services under clause 24 below shall, unless such company elects otherwise, be<br> subject to English law and any dispute shall be referred to arbitration in accordance with the foregoing provisions of this clause 20.
---	---
20.6	Except to the extent provided for in clauses 10, 11 and 20.5 no third party shall have the right to enforce any term of this Agreement.
---	---
21.	Amendments to Agreement
---	---

Any and all amendments will be agreed by all the parties in the Agreement and will be in writing.

22.	Time Limit for Claims

Any and all liabilities of either party to the other arising under this Agreement or otherwise in relation to the Vessel (except in the case of fraud) shall be deemed to be waived and absolutely barred on the relevant date unless prior to the relevant date written particulars of any claim (giving details of the alleged breach in respect of which such claim is made and a preliminary statement of the amount claimed) have been intimated in writing by the claimant by the relevant date, and any such claim shall be deemed (if it has not previously been satisfied, settled or withdrawn) to have been withdrawn unless arbitration proceedings have been commenced under Clause 20 prior to the expiry of six (6) months after the relevant date. For the purposes of this Clause 22, the "relevant date" is one year after the date of termination, for whatever reason, of this Agreement.

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23.	Condition of Vessel

24.	Use of Associated Companies
24.1	The Managers hereby disclose to the Owners that they may, in the course of performing Management Services, utilize the services of companies associated with the Managers. Without prejudice to the foregoing generality, associated<br> companies of the Managers may be used in connection with inter alia travel, insurance, port agency catering and consultancy services. Where companies associated with the Managers provide services in connection with<br> the above or any other matters, such companies will be entitled to charge and retain for their own benefit usual remuneration for the provision of their services (whether in the form of commission or fees). The Managers will send a<br> list of the Associated Companies to Owners on or prior to the Date of Commencement.
---	---
24.2	The Owners hereby consent to the arrangements set out in Clause 24.1.
---	---
25.	Notices
---	---
25.1	Any notice or other communication under or in relation to this Agreement (a "Communication") may be sent by fax, registered or recorded mail, by personal delivery.
---	---
25.2	The addresses of the parties for service of a Communication shall be as stated in Boxes 5 and 6 respectively of Part I.
---	---
25.3	A Communication shall be deemed to have been delivered and shall take effect:
---	---
(i)	in the case of a fax on the day of transmission; and
---	---
(iii)	if delivered personally or sent by registered or recorded mail at the time of delivery.
---	---
26.	Staff Loyalty
---	---

27.	Entire Agreement
27.1	This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter of this Agreement and (in relation to<br> such subject matter) supersedes all prior discussions, understandings and agreements between the parties and all prior representations and expressions of opinion by the parties.
---	---
27.2	Each of the parties acknowledges that it is not relying on any statements, warranties, representations or understandings (whether negligently or innocently made) given or made by or on behalf of the<br> other in relation to the subject matter hereof and that it shall have no rights or remedies with respect to such subject matter otherwise than under this Agreement. The only remedy available shall be for breach of contract under<br> the terms of this Agreement. Nothing in this clause shall, however, operate to limit or exclude any liability for fraud.
---	---
28.	Partial Validity
---	---

29.	Non Waiver

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SHIP TECHNICAL MANAGEMENT AGREEMENT - PART III

OTHER SERVICES

~~APPENDIX 1* - Chartering (only applicable if not deleted - fee specified in Box 1 of the Fee Schedule)~~

~~The Managers shall, in accordance with the Owner's instructions, provide chartering services which term includes but is not limited to seeking and negotiating employment for the Vessel and the conclusion (including the execution thereof) of charterparties or other contracts relating to the employment of the Vessel. Consent thereto in writing (including telex or fax) shall be obtained from the Owners before any contract in respect of the Vessel's employment is concluded.~~

~~The fee for the foregoing services shall be such sum as is set out in the Fee Schedule.~~

~~APPENDIX 2* - Post Fixture Services (only applicable if not deleted - fee specified in Box 2 of the Fee Schedule)~~

~~The Managers shall provide post fixture services which includes such of the following functions as have been agreed with the Owners:-~~

~~(i)~~ ~~liaising with Owners, brokers and charterers in the negotiation of the fixture;~~

~~(ii)~~ ~~provision of voyage and time charter estimates;~~

~~(iii)~~ ~~checking the cargo specification with the Master and cargo shippers to ensure the Vessel is capable of the safe carriage of the cargo;~~

~~(iv)~~ ~~instructing the master regarding the fixture and issuing voyage orders;~~

~~(v)~~ ~~arranging on and off hire surveys;~~

~~(vi)~~ ~~preparation of accounts and calculation of hire and freights and/or demurrage and despatch moneys due from or due to the charterers of the Vessel if required by the Owners; and~~

~~(vii)~~ ~~arrangement of the payment to the Owners of all hire and/or freight revenues or other moneys of whatsoever kind to which Owners may be entitled arising out of the employment of or otherwise in connection with the Vessel.~~

~~The fee for the foregoing services shall be such sum as is set out in the Fee Schedule.~~

~~APPENDIX 3* - Surveys or other Consultancy Services (only applicable if not deleted - fee specified in Box 3 of the Fee Schedule)~~

~~Any routine superficial inspections of ships afloat or other consultancy services will be undertaken on the following terms:-~~

~~1.~~ ~~Any report issued by the Managers is issued solely to the person to whom it is addressed and under no circumstances is any part of it to be issued or made available to any other party.~~

~~2.~~ ~~Inspections are limited to those parts of the Vessel, her machinery equipment or records (if made available) which are actually exposed, uncovered or readily accessible and the Managers are unable to report on any other part of the Vessel, her machinery or equipment and shall have no responsibilities whatsoever in such respect.~~

~~3.~~ ~~The Managers are unable to report on the ship's water tightness or integrity, the operational efficiency of its machinery or equipment, its suitability for any business or trade, or its stability characteristics.~~

~~4.~~ ~~The Managers shall in no circumstances be liable for any indirect, consequential or economic losses arising from any surveys of the Vessel or other consultancy services.~~

~~5.~~ ~~The Managers' maximum liability for any loss arising from surveys or consultancy services shall be 10 times the fee payable therefor.~~

~~6.~~ ~~Fees in respect of routine superficial inspections afloat shall be charged at the rate of US$850 per day or part thereof. Fees for other consultancy services shall be agreed before work is commenced and unless otherwise agreed shall be payable on delivery of the report by the Managers.~~

~~APPENDIX 4* - Bunker Services (only applicable if not deleted - fee specified in Box 4 of the Fee Schedule)~~

~~The Managers shall arrange for the provision of bunker fuel of the quality agreed with the Owners as required for the Vessel's trade.~~

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~~The fee for the foregoing services shall be such sum as is set out in the Fee Schedule.~~

APPENDIX 5 - On Board Safety Audit and Safety Training (only applicable if not deleted – at no extra cost)

1.	The Managers shall arrange on board safety audit and training which will include the following functions:
(i)	preparation and updating of specialist safety manuals not already included in the SMS;
---	---
(ii)	periodic on board safety audit and on board safety training;
---	---
(iii)	reporting to the Vessel (via the Managers) on information gained from visits to other vessels and industry forums.
---	---
2.	The cost of the foregoing services shall be such sum as is set out in the Fee Schedule and shall be included in the budget agreed with the Owners.
---	---
3.	The Managers have entered into sub-contracts with third parties to permit them to supply this service.
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SHIP TECHNICAL MANAGEMENT AGREEMENT – PART IV

FEE SCHEDULE

SHIP NAME:

BASIC SERVICES (Clause 3 of Part II)	Amount	Frequency
Management Fee
Information System fees (Shipsure)
Planned maintenance - data base development fee (maximum of 30 chargeable days)
Crewing: Fixed Cost invoice – Crewing Costs (Part VI)
Other Crew costs (ITF, SEPF, PNO fee etc.)
Management Expenses:
Ship Technical Management Agreement	OWNERS	MANAGERS
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SHIP TECHNICAL MANAGEMENT AGREEMENT - PART V

FLEET DETAILS

N/A

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SHIP TECHNICAL MANAGEMENT AGREEMENT - PART VI

INITIAL BUDGET

Crew

The following Crew costs are charged at a fixed cost based on the agreed budget and subject to the Vessel's Crew complement and trading area remaining unchanged (Fixed Cost Invoice - Crewing Costs):

Recruitment costs to include:

Manning and mobilization fees

Medical costs

Training costs

Visa costs (excluding USA)

Domestic travel

Wage related union and social costs

Flag required licenses

MSO communications

Bank charges (in relation to allotments by the local manning offices i.e. Manila)

Working gear (2 Boiler suits and 1 pair of safety shoes)

If the Vessel's Crew complement and/or trading area are changed with the result that these costs increase the Owners agree that the fixed cost shall be revised as may be mutually agreed.

The Managers shall not be required to provide to the Owners any invoices or related documentation other than the Fixed Cost Invoice.

Other Crew costs are charged at cost including:

Crew Travel

Crew Wages

ITF fee, SEPF

PNO fee

Victualling at US$8.00 (excluding bottle of water)

D&A testing

Crew welfare

Mail for Crew

Newslink

Bank charges

Technical

Stores, Spares, Lub Oils, Surveys & Services, Chemicals, Repairs

Safety & Risk

Administration / Overheads

Registration Expenses, Management Fees, Management Expenses, Other Costs

OPERATING COSTS EXCL. DRYDOCKING

Drydocking

Dry docking Provision

Extraordinary M&R

OPERATING COSTS INCL. DRYDOCKING

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Crew Compliment

1	Master
2	Chief Officer
3	2nd Officer
4	3rd Officer
5	Chief Engineer
6	2nd Engineer
7	3rd Engineer
8	4th Engineer
9	Electrical Officer
10	Bosun
11	AB
12	AB
13	AB
14	OS
15	OS
16	Oiler
17	Oiler
18	Oiler
19	Fitter
20	Wiper
21	Cook
22	Messman
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26

2015 Budget (all figures in USD)

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Exhibit 4.49

Private & confidential

Dated: 30 June, 2022

ALPHA BANK S.A.

(as Lender)

and -

FRIEND OCEAN NAVIGATION CO.

LORD OCEAN NAVIGATION CO., and

SQUIRE OCEAN NAVIGATION CO.

(as joint and several borrowers)

and -

SEANERGY MARITIME HOLDINGS CORP. and

DUKE SHIPPING CO.

(as Corporate Guarantors)

FIRST SUPPLEMENTAL AGREEMENT<br><br> <br>in relation to a Loan Agreement dated 9 August, 2021<br><br> <br>for a loan facility of US $44,120,000

Theo V. Sioufas & Co.

Law Offices

Piraeus

TABLE OF CONTENTS

CLAUSE	HEADINGS	PAGE
1.	DEFINITIONS	2
---	---	---
2.	REPRESENTATIONS AND WARRANTIES	4
3.	AGREEMENT OF THE LENDER	5
4.	CONDITIONS	5
5.	VARIATIONS TO THE PRINCIPAL AGREEMENT	6
6.	CONTINUANCE OF PRINCIPAL AGREEMENT AND THE SECURITY DOCUMENTS	9
7.	ENTIRE AGREEMENT AND AMENDMENT	10
8.	FEES AND EXPENSES	10
9.	MISCELLANEOUS	11
10.	LAW AND JURISDICTION	11

THIS SUPPLEMENTAL AGREEMENT (“this Supplemental Agreement”) is made this 30^th^ day of June, 2022;

B E T W E E N

(1)	ALPHA BANK S.A., a banking société anonyme incorporated in and pursuant to the laws of the Hellenic Republic with its head<br> office at 40 Stadiou Street, Athens GR 102 52, Greece, acting through its office at 93 Akti Miaouli, Piraeus, Greece (the “Lender”); and
(2)	(a)	FRIEND OCEAN NAVIGATION CO., a company duly incorporated and validly existing under the laws of the<br> Republic of Liberia having its registered office at 80 Broad Street, Monrovia, Republic of Liberia (and includes its successors) (the “Friend Borrower”);
---	---	---
(b)	LORD OCEAN NAVIGATION CO., a company duly incorporated and validly existing under the laws of the Republic of Liberia having its registered office at 80 Broad Street,<br> Monrovia, Republic of Liberia (and includes its successors (the “Lord Borrower); and
---	---
(c)	SQUIRE OCEAN NAVIGATION CO., a company duly incorporated and validly existing under the laws of the Republic of Liberia having its registered office at 80 Broad<br> Street, Monrovia, Republic of Liberia (and includes its successors) (the “Squire Borrower” )
---	---

as joint and several borrowers (hereinafter together called the “Borrowers” and singly a “Borrower”); and

(3) (a) SEANERGY MARITIME HOLDINGS CORP., a company duly incorporated and validly existing under the laws of the Republic of the Marshall Islands, having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (the “Existing Corporate Guarantor” which expressions shall include its successors); and

(b) DUKE SHIPPING CO., a company duly incorporated in the Republic of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (hereinafter called the “Collateral Owner” which expression shall include its successors and together with the Existing Corporate Guarantor hereinafter called the “Corporate Guarantors”);

as joint and several corporate guarantors; and

IS SUPPLEMENTAL to a loan agreement dated 9 August, 2021 made between (i) the Lender as lender, and (ii) the Borrowers, as joint and several borrowers as amended and/or supplemented by a First Supplemental Letter dated 1 December, 2021, (the said loan agreement as amended and/or supplemented by the said first supplemental letter is hereinafter called the “Principal Agreement”) on the terms and conditions of which the Lender agreed to advance and has advanced to the Borrowers a secured floating interest rate term loan facility in the amount of up to United States Dollars forty four million one hundred twenty thousand Dollars ($44,120,000) (the “Loan”), for the purposes therein specified (the Principal Agreement as hereby amended and/or supplemented and as the same may hereinafter be amended and/or supplemented called the “Loan Agreement”).

W H E R E A S:

(A)	The Existing Corporate Guarantor has executed an irrevocable and unconditional Corporate Guarantee dated 9 August, 2021 in favour of the Lender by way of security for all monies now or hereafter due or payable by the Borrowers to the<br> Lender under or pursuant to the Loan Agreement and the other Finance Documents (the “Existing Corporate Guarantee”);

(B)	the Borrowers and the Corporate Guarantors hereby acknowledge and confirm that (a) the Lender, as lender, has advanced to the Borrowers, as joint and several borrowers, the full amount of the Commitment in the principal amount of United<br> States Dollars forty four million one hundred twenty thousand Dollars ($44,120,000) and (b) as the date hereof the principal amount of United States Dollars thirty<br> seven million twenty thousand (US$37,020,000) in respect of the Loan remains outstanding; and
(C)	the Collateral Owner has entered into a Loan Agreement with the Lender dated 21 June 2021 (the "Associated Loan Agreement”) whereby the Lender has made available to the<br> Collateral Owner subject to the terms set forth therein a secured floating interest loan facility in the principal amount of United States Dollars Twenty one million ($21,000,000) (the "Associated<br><br><br><br><br> Loan”) for the purpose set forth therein which has been secured by (inter alia) a first priority mortgage on the Collateral Vessel; and
---	---
(D)	it has been a condition precedent for the Lender to make the Associated Loan available to the Collateral Owner that:
---	---
(i)	the Collateral Owner shall execute the Collateral Corporate Guarantee which shall be secured by the Collateral Mortgage, the Collateral Account Pledge Agreement, the Collateral General Assignment and the Collateral Manager’s<br> Undertakings; and
---	---
(ii)	that the Principal Agreement shall be amended in the manner hereinafter set out in Clause 5 (Variations to the Principal Agreement) of this Supplemental Agreement.
---	---

NOW THEREFORE IT IS HEREBY AGREED AS FOLLOWS:

1.	DEFINITIONS

1.1	Defined terms and expressions

Words and expressions defined in the Principal Agreement and not otherwise defined herein (including the Recitals hereto) shall have the same meanings when used in this Supplemental Agreement.

1.2	Additional definitions

In addition, in this Supplemental Agreement the words and expressions specified below shall have the meanings attributed to them below:

“Additional Security Documents” means the Collateral Account Pledge Agreement, the Collateral Corporate Guarantee, the Collateral Mortgage, the Collateral General Assignment and the Collateral Manager’s Undertakings;

“Effective Date” means the date hereof or such earlier or later date as the Lender may agree in writing upon which all the conditions contained in Clause 5 (Variations to the Principal Agreement) shall have been satisfied and this Supplemental Agreement shall become effective;

“Collateral Accounts Pledge Agreement” means an agreement to be entered into between the Collateral Owner and the Lender for the creation of a second priority pledge over the Collateral Owner’s Operating Account in favour of the Lender, in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented;

“Collateral Approved Manager's Undertaking” means a letter of undertaking and subordination executed or to be executed by the relevant Approved Manager in favour of the Lender, agreeing certain matters in relation to that Approved Manager serving as commercial or, as the case may be, technical manager of the Collateral Vessel including (inter alia) an assignment of that Approved Manager's rights, title and interest in the Insurances of the Vessel and subordinating its rights against the Collateral Vessel and/or the Collateral Owner to the rights of the Lender under the Finance Documents, in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented (together, the “Collateral Approved Managers’ Undertakings”);

“Collateral Corporate Guarantee” means the irrevocable and unconditional guarantee executed or (as the context may require) to be executed by the Collateral Owner as security for the Outstanding Indebtedness and any and all other obligations of the Borrowers under the Loan Agreement and the other Finance Documents, in form and substance satisfactory to the Lender, as the same may from time to time be amended and/or supplemented; and

“Collateral Owner” means DUKE SHIPPING CO., a company duly incorporated in the Republic of the Marshall Islands having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 and includes its successors in title.

“Collateral General Assignment” means, in relation to the Collateral Vessel, the second priority assignment of the Earnings, Insurances and Requisition Compensation collateral to the Collateral Mortgage executed or (as the context may require) to be executed by the Collateral Owner in favour of the Lender, in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented;

“Collateral Mortgage” in relation to the Collateral Vessel means

    the second preferred ship mortgage on that Vessel to be executed by the Collateral Owner in favour of the Lender in form and substance as the Lender may approve or require,
    as the same may from time to time be amended and/or supplemented;

“Collateral Vessel” means the bulk carrier “DUKESHIP” of about 93,385 gt and 60,175 nt, built in 2010 in Japan by Sasebo Heavy Industries Co. Ltd., IMO No. 9402304, registered under the laws and flag of the Republic of the Marshall Islands at the Ships Registry of the port of Majuro under Official Number: 9710 in the ownership of the Collateral Owner, together with all her boats, engines, machinery tackle outfit spare gear fuel consumable and other stores belongings and appurtenances whether on board or ashore and whether now owned or hereafter acquired and all the additions, improvements and replacements in or on the above described Vessel;

“Loan Agreement” means the Principal Agreement as hereby amended and as the same may from time to time be further amended and/or supplemented;

1.3 Interpretation

Clause 1.3 (Interpretation) and Clause 1.4 (Construction of certain terms) of the Loan Agreement applies to this Supplemental Agreement as if it were expressly incorporated in it with any necessary modifications.

2.	REPRESENTATIONS AND WARRANTIES

2.1	Representations and warranties of the Principal Agreement

The Borrowers hereby, jointly and severally, represent and warrant to the Lender as at the date hereof that the representations and warranties set forth in the Principal Agreement and the Security Documents (updated mutatis mutandis to the date of this Supplemental Agreement) are (and will be on the Effective Date) true and correct as if all references therein to “this Agreement” were references to the Principal Agreement as amended and supplemented by this Supplemental Agreement.

2.2	Additional Representations and warranties

In addition to the above, the Borrowers and the Corporate Guarantors, jointly and severally, hereby represent and warrant to the Lender as at the date of this Supplemental Agreement that:

a.	Due Incorporation/Valid Existence: each of the corporate Security Parties is duly formed, is validly existing and in good standing under the laws of the place of its incorporation has full power to carry on its business as it is<br> now being conducted and to enter into and perform its obligations under the Principal Agreement, this Agreement, the Additional Security Documents and the Security Documents to<br> which each is or is to be a party and has complied with all statutory and other requirements relative to its business;
b.	Licences/Authorisation: all necessary licences, consents and authorisations, governmental or otherwise under this Agreement, the Principal Agreement, the Additional Security Documents have been obtained and, as of the date of<br> this Agreement, no further consents or authorisations are necessary for any of the Security Parties to enter into this Agreement or otherwise perform its obligations hereunder;
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c.	Validity and Binding effect: this Agreement constitutes and each of the Additional Security Documents on the execution thereof will constitute, the legal, valid and binding obligations of the Security Parties thereto enforceable<br> in accordance with its terms;
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d.	No conflict with law and other obligations: the execution and delivery of and the performance of the provisions of this Agreement and the Additional Security Documents do not and will not contravene any applicable law or<br> regulation existing at the date hereof or any contractual restriction binding on any of the Security Parties or its respective constitutional documents;
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e.	No litigation: no action, suit or proceeding is pending or threatened against any of the Security Parties or their respective assets before any court, board of arbitration or administrative agency which could or might result in<br> any material adverse change in the business or condition (financial or otherwise) of such Security Party; and
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f.	No default: none of the Security Parties is and at the Effective Date will be in default under any agreement relating to Financial Indebtedness by which it is or will be at the Effective Date bound;
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g.	No US Tax Obligor: Neither the Borrowers nor any other Security Party is a US Tax Obligor; and
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h.	Sanctions:
(a)	neither the Borrowers nor any other Security Party is a Sanctions Restricted Person and neither of them are owned or controlled by, or acting directly or indirectly on behalf of or for the benefit of, a Sanctions Restricted Person and<br> none of the Borrowers and the other Security Parties own or control a Sanctions Restricted Person; and
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(b)	no proceeds of the Loan have been made available, directly or to the knowledge of the Borrowers or indirectly, to or for the benefit of a Sanctions Restricted Person contrary to Sanctions or otherwise shall be, directly or indirectly,<br> applied in a manner or for a purpose prohibited by applicable Sanctions
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2.3	The representations and warranties of the Security Parties in this Agreement shall survive the execution of this Agreement and shall be deemed to be repeated at the commencement of each Interest Period.
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3.	AGREEMENT OF THE LENDER
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The Lender, relying upon each of the representations and warranties set out in Clause 2 (Representations and warranties) hereby agrees with the Borrowers, subject to and upon the terms and conditions of this Supplemental Agreement and in particular, but without limitation, subject to the fulfilment of the conditions precedent set out in Clause 4 (Conditions), to consent to the amendment of the Principal Agreement in the manner more particularly set out in Clause 5 (Variations to the Principal Agreement).

4.	CONDITIONS

4.1	Conditions

The agreement of the Lender contained in Clause 3 (Agreement of the Lender) shall be expressly subject to the condition that the Lender shall have received on or before the Effective Date in form and substance satisfactory to the Lender and its legal advisers:

a.	a certificate of good standing or equivalent document issued by the competent authorities of the place of its incorporation in respect of each of the Borrowers and the Corporate Guarantors;
b.	a recent certificate of incumbency of each Borrower and each Corporate Guarantor issued by the appropriate authority or, as appropriate, signed by the secretary or a director thereof, stating the officers and the directors of each of<br> them;
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c.	if required by the Lender, resolutions duly passed by the Board of Directors, of the Collateral Owner and resolutions passed at a meeting of the shareholders of the Collateral Owner evidencing approval of this Supplemental Agreement and<br> the Additional Security Documents to which the Collateral Owner is or is to be a party and authorising appropriate officers or attorneys to execute the same and to sign all notices required to be given under this Supplemental Agreement and<br> the Additional Security Documents, as applicable, on its behalf or other evidence of such approvals and authorisations as shall be acceptable to the Lender;
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d.	all documents evidencing any other necessary action or approvals or consents with respect to this Supplemental Agreement and the Additional Security Documents, as applicable, evidencing approval of this Supplemental Agreement and the<br> Additional Security Documents, as applicable, and authorising appropriate officers or attorneys to execute the same and to sign all notices required to be given under this Supplemental Agreement and the Additional Security Documents, as<br> applicable, on its behalf or other evidence of such approvals and authorisations as shall be acceptable to the Lender;
e.	if required by the Lender, the original of any power(s) of attorney issued by the Collateral Owner in favour of any person executing this Supplemental Agreement and the Additional Security Documents, as applicable;
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f.	all documents evidencing any other necessary action or approvals or consents with respect to this Supplemental Agreement and the Additional Security Documents, as applicable;
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g.	such favourable legal opinions from lawyers acceptable to the Lender and its legal advisors in this Supplemental Agreement as the Lender shall require;
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h.	the Additional Security Documents;
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i.	evidence satisfactory to the Lender that the Collateral Vessel is duly registered under the laws and flag of the Marshall Islands at the Ships Registry of the port of Majuro in the ownership of the Collateral Owner;
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j.	evidence that the Collateral Vessel is fully classed with the highest classification available with a classification society for vessels of the same type that is a full member of IACS without overdue recommendations or notations<br> affecting class (other than those notified in writing to the Lender and accepted by the Lender in writing) and with all trading and other class certificates, national and international, valid and in full force and effect;
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k.	evidence satisfactory to the Lender that the Collateral Mortgage has been duly registered on the Collateral Vessel in favour of the Lender in accordance with the laws of the Marshall Islands;
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l.	all necessary confirmation by the Collateral Vessel’s insurers that they will issue their letters of undertaking and endorse notices of assignment and loss payable clauses on the insurances, satisfactory to the Lender in its discretion;
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m.	evidence that the Collateral Vessel and its Operator are in compliance with the terms of the ISM Code and the ISPS Code
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n.	evidence that the Collateral Vessel is managed by the relevant Approved Manager together with a true and complete copy of each Management Agreement and made between the relevant Approved Manager, as the commercial or, as the case may be,<br> technical manager of the Collateral Vessel and the Collateral Owner as owner of such Vessel;
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5.	VARIATIONS TO THE PRINCIPAL AGREEMENT
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5.1	Amendments

In consideration of the agreement of the Lender contained in Clause 3 (Agreement of the Lender), the Borrowers hereby agree with the Lender that (subject to the satisfaction of the conditions precedent contained in Clause 4 (Conditions), the provisions of the Principal Agreement shall be varied and/or amended and/or supplemented as follows:

a.	with effect as from the Effective Date, the following new definitions shall be added to Clause 1.2 (Definitions) of the Principal Agreement<br> reading as follows:

“Anglo-Eastern” means Anglo-Eastern Crew Management (Asia) Limited, a corporation incorporated in Hong Kong, with registered office at 17/F, Kingston International Centre, 19 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong;

“Approved Crew Managers” in relation to (i) the Collateral Vessel, means for the time being, Anglo-Eastern and (ii) the “LORDSHIP”, means for the time being, V.Ships Cyprus or any other person appointed by the Owner of such Vessel with the prior written consent of the Lender not to be unreasonably withheld or delayed, as the crew manager of the Vessel owned by it, and includes its successors in title;

“Collateral Account Pledge Agreement” means an agreement to be entered into between the Collateral Owner and the Lender for the creation of a second priority pledge over the Collateral Owner’s Operating Account in favour of the Lender, in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented;

“Collateral Approved Manager's Undertaking” means a second priority letter of undertaking and subordination executed or to be executed by the relevant Approved Manager in favour of the Lender, agreeing certain matters in relation to that Approved Manager serving as commercial or, as the case may be, technical manager of the Collateral Vessel including (inter alia) a second priority assignment of that Approved Manager's rights, title and interest in the Insurances of the Vessel and subordinating its rights against the Collateral Vessel and/or the Collateral Owner to the rights of the Lender under the Finance Documents, in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented (together, the “Collateral Approved Managers’ Undertakings”);

“Collateral Mortgage” in relation to the Collateral Vessel means the second preferred ship mortgage on that Vessel to be executed by the Collateral Owner in favour of the Lender in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented”);

“First Supplemental Agreement” means the First Supplemental Agreement dated 30 June 2022 supplemental to this Agreement executed and made between (inter alia) the Borrowers and the Lender, whereby this Agreement has been amended as therein provided;

b.	with effect as from the Effective Date, the following definitions shall be amended to read as follows:

““Approved Managers” means the Approved Commercial Managers, the Approved Crew Managers and the Approved Technical Managers;

“Approved Technical Managers” in relation to: (i) the Collateral Vessel and the “LORDSHIP”, means for the time being Seanergy Shipmanagement (ii) the “FRIENDSHIP”, means for the time being V.Ships Greece and Seanergy Shipmanagement and (iii) the “SQUIRESHIP” means for the time being, V.Ships Cyprus or any other person appointed by the Owner of such Vessel with the prior written consent of the Lender not to be unreasonably withheld or delayed, as the technical manager of the Vessel owned by it, and includes its successors in title;

c.	with effect from the date hereof all obligations undertaken by the Owners in Clause 8 of the Loan Agreement in respect of the respective Vessel owned by it shall be binding by the Collateral Owner as owner of the Collateral Vessel;
d.	with effect from the date hereof the definitions and all references in the Principal Agreement and the Security Documents to “Corporate Guarantors”, “Security Parties” and “Owners” shall be deemed to include the ‘Collateral Owner’, as herein defined, as<br> the context may require and as may be applicable;
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e.	with effect from the date hereof the definitions and all references in the Principal Agreement and the Security Documents to “Corporate Guarantee(s)”, shall be deemed to include the ‘Collateral Corporate Guarantee’,<br> as herein defined, as the context may require;
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f.	with effect from the date hereof the definition and all references in the Principal Agreement and the Security Documents to “Mortgage” or “Mortgages” shall be deemed to include the ‘Collateral Mortgage’, as the context may require;
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g.	with effect from the date hereof the definition and all references in the Principal Agreement and the Security Documents to “General Assignment” or “General Assignments” shall<br><br><br><br><br> be deemed to include the ‘Collateral General Assignment’ as the context may require;
h.	with effect from the date hereof the definition and all references in the Principal Agreement and the Security Documents to “Manager’s Undertakings” shall be deemed to include the ‘Collateral Manager’s Undertakings’ as the context may<br> require;
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i.	with effect from the date hereof the definition and all references in the Principal Agreement and the Security Documents to “this Supplemental Agreement”, “hereunder” and the like in the Principal Agreement and “the Loan Agreement”<br> in the Security Documents shall be construed as references to the Principal Agreement as amended and/or supplemented by this Supplemental Agreement; and
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j.	with effect from the date hereof the definition and all references in the Principal Agreement and the Security Documents to “Security Documents” shall be deemed to include the Security Documents as amended and/or supplemented in pursuance to the terms hereof as well as the Additional Security Documents and any document or documents (including if<br> the context requires the Loan Agreement) that may now or hereafter be executed as security for the repayment of the Outstanding Indebtedness payable to the Lender under the Principal Agreement (as<br> hereby amended) and the Security Documents (as herein defined) as well as for the performance by the Borrowers and the other Security Parties of all obligations, covenants and agreements pursuant to the Principal Agreement, this<br> Supplemental Agreement and/or the other Finance Documents.
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6.	RECONFIRMATION
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6.1	Reconfirmation of obligations

Each of the Borrowers hereby reconfirms its obligations under the Principal Agreement and its compliance with the covenants contained therein, as amended herein, of the Principal Agreement.

6.2	Acknowledgement

Each of the Borrowers and the Existing Corporate Guarantor hereby acknowledges and agrees, for the avoidance of doubt, that 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 by this Supplemental Agreement and the Additional Security Documents.

7.	CONTINUANCE OF PRINCIPAL AGREEMENT AND THE SECURITY DOCUMENTS

The Borrowers and the Existing Corporate Guarantor agree that:

(a)

Save for the alterations to the Principal Agreement made or deemed to be made pursuant to this Supplemental Agreement and such further modifications (if any) thereto as may be necessary to make the same consistent with the terms of this Supplemental Agreement all the terms and conditions of the Principal Agreement shall continue in full force and effect and apply to this Supplemental Agreement as well, as if repeated in extenso herein and the security constituted by the Security Documents executed by the Borrowers and the other Security Parties shall continue and remain valid and enforceable;

(b)	the Principal Agreement as amended by this Supplemental Agreement and this Supplemental Agreement constitute an integral agreement (referred to as the Loan Agreement) which is valid and binding upon its parties in accordance with its<br> terms; and
(c)	the other Security Documents as may be amended by any consequential modification - as may be necessary to give full effect to the terms of this Supplemental Agreement - are and shall remain in full force and<br> effect and binding on their respective parties in accordance with their respective terms as security of the obligations of the Borrowers under the Principal Agreement, as amended the above First Supplemental Agreement, and in<br> respect of all sums due to the Lender under the Principal Agreement (as so amended) and each such Security Party shall remain liable under the Security Document(s) to which is a party for all obligations and liabilities assumed by it<br> thereunder
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8.	ENTIRE AGREEMENT AND AMENDMENT
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8.1	Entire Agreement

The Principal Agreement, the other Security Documents, and this Supplemental Agreement represent the entire agreement among the parties hereto with respect to the subject matter hereof and supersede any prior expressions of intent or understanding with respect to this transaction and may be amended only by an instrument in writing executed by the parties to be bound or burdened thereby.

8.2	Supplemental Agreement - Application of Principal Agreement provisions

This Supplemental Agreement is supplementary to and incorporated in the Principal Agreement, all terms and conditions whereof, including, but not limited to, provisions on payments, calculation of interest and Events of Default, shall apply to the performance and interpretation of this Supplemental Agreement.

9.	CONTINUANCE AND RECONFIRMATION OF THE EXISTING CORPORATE GUARANTEE

The Existing Corporate Guarantor hereby confirms that, notwithstanding the variation to the Principal Agreement contained herein, the provisions of the Existing Corporate Guarantee shall remain in full force and effect as guarantee of the obligations of the Borrowers under the Principal Agreement, as amended hereby, and the Security Documents and in respect of all sums due to the Lender under the Principal Agreement (as so amended).

10.	FEES AND EXPENSES

10.1 Costs and expenses

The Borrowers covenant and agree to pay to the Lender upon demand and from time to time all reasonable and documented costs, charges, registration and recording fees, duties and expenses (including legal fees) incurred by the Lender in connection with the negotiation, preparation, execution and enforcement or attempted enforcement of this Supplemental Agreement and any document executed pursuant thereto and/or in preserving or protecting or attempting to preserve or protect the security created hereunder and/or under the Security Documents.

10.2	Stamp Duty

The Borrowers covenant and agree to pay and discharge all stamp duties, registration and recording fees and charges and any other charges whatsoever and wheresoever payable or due in respect of this Supplemental Agreement and/or any document executed pursuant hereto.

11.	ASSIGNMENT

The provisions of Clause 14 (Assignment, Transfer, Participation, Lending Office) of the Principal Agreement shall apply to this Supplemental Agreement as if the same were set out herein in full.

12.	MISCELLANEOUS

12.1	Incorporation of Loan Agreement provisions

Without prejudice to Clauses 6 (Reconfirmation), 7 (Continuance of Principal Agreement and the Security Documents) and 8 (Entire agreement and amendment) of this Supplemental Agreement, the provisions of Clauses 2.9 (Evidence), 15.7 (Severability of Provisions) and 17.1 (Notices) of the Principal Agreement apply to this Supplemental Agreement as well and they are deemed to be repeated as if set forth in extenso herein.

11.2	Counterparts

This Supplemental Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

13.	LAW AND JURISDICTION

13.1	Governing Law

This Supplemental Agreement and any non-contractual obligations arising out of or in relation to it shall be governed by and construed in accordance with English law and the provisions of Clause 18 (Law and Jurisdiction) of the Principal Agreement shall apply mutatis mutandis to this Supplemental Agreement as if the same were set out herein in full.

13.2	Third Party Rights

A person who is not a party to this Supplemental Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Supplemental Agreement.

IN WITNESS whereof the parties hereto have caused this Supplemental Agreement to be duly executed the date first above written.

[Intentionally left blank]

EXECUTION PAGE

THE BORROWERS

SIGNED by	)
Mrs. Theodora Mitropetrou	)
for and on behalf of	)
FRIEND OCEAN NAVIGATION CO.,	)	/s/ Theodora Mitropetrou
of Liberia, in the presence of:	)	Attorney-in-fact
SIGNED by	)
Mrs. Theodora Mitropetrou	)
for and on behalf of	)
LORD OCEAN NAVIGATION CO.	)
of Liberia,	)	/s/ Theodora Mitropetrou
in the presence of:	)	Attorney-in-fact
SIGNED by	)
Mrs. Theodora Mitropetrou	)
for and on behalf of	)
SQUIRE OCEAN NAVIGATION CO.	)	/s/ Theodora Mitropetrou
of Liberia, in the presence of:	)	Attorney-in-fact
THE CORPORATE GUARANTORS
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EXECUTED and DELIVERED as a DEED	)
Mrs. Theodora Mitropetrou	)
for and on behalf of	)
SEANERGY MARITIME HOLDINGS CORP.	)
of the Marshall Islands,	)	/s/ Theodora Mitropetrou
in the presence of:	)	Attorney-in-fact
SIGNED by	)
Mrs. Theodora Mitropetrou	)
for and on behalf of	)
DUKE SHIPPING CO.,	)	/s/ Theodora Mitropetrou
of the Marshall Islands, in the presence of:	)	Attorney-in-fact
Witness to all above signatures:
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/s/ Ioannis Kotronias
Name: Ioannis Kotronias
Address: 13 Defteras Merarchias
Piraeus, Greece
Occupation: Attorney-at-Law

THE LENDER

SIGNED by	)
Mr. Konstantinos Flokos	)	/s/ C.V. Flokos
Mrs. Evangelia Makri	)	Attorney-in-fact
for and on behalf of	)	/s/ E.D. Makri
ALPHA BANK S.A.,	)	Attorney-in-fact
of Greece,	)
in the presence of:	)
Witness:	/s/ Ioannis Kotronias
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Name:	Ioannis Kotronias
Address:	Defteras Merarchias 13
	Piraeus, Greece
Occupation:	Attorney-at-law

Exhibit 4.53

Dated: 21 June, 2022

ALPHA BANK S.A.

and -

DUKE SHIPPING CO.

LOAN AGREEMENT<br><br> <br><br><br> <br>for a secured floating interest rate<br><br> <br>loan facility of up to US$21,000,000

THEO V. SIOUFAS & CO.

LAW OFFICES

Piraeus

	TABLE OF CONTENTS
CLAUSE	HEADINGS	PAGE
1.	PURPOSE, DEFINITIONS AND INTERPRETATION	1
2.	THE LOAN	24
3.	INTEREST	26
4.	REPAYMENT - PREPAYMENT	32
5.	PAYMENTS, TAXES, LOAN ACCOUNT AND COMPUTATION	35
6.	REPRESENTATIONS AND WARRANTIES	37
7.	CONDITIONS PRECEDENT	44
8.	UNDERTAKINGS	49
9.	EVENTS OF DEFAULT	62
10.	INDEMNITIES - EXPENSES – FEES	68
11.	SECURITY, APPLICATION, AND SET-OFF	73
12.	UNLAWFULNESS, INCREASED COSTS AND BAIL-IN	75
13.	BORROWER’S OPERATING ACCOUNT	77
14.	ASSIGNMENT, TRANSFER, PARTICIPATION, LENDING OFFICE	80
15.	MISCELLANEOUS	83
16.	NOTICES AND COMMUNICATIONS	85
17.	LAW AND JURISDICTION	87
17.1	GOVERNING LAW	87
SCHEDULE 1:	Form of Drawdown Notice
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SCHEDULE 2:	Form of Insurance Letter
SCHEDULE 3:	Reference Rate Terms
SCHEDULE 4:	Cumulative Compounded RFR Rate

THIS AGREEMENT is dated the 21^st^ day of June, 2022 made BETWEEN:

(1)	ALPHA BANK S.A., a banking société anonyme incorporated in and pursuant to the laws of the Hellenic Republic with<br> its head office at 40 Stadiou Street, Athens GR 102 52, Greece, acting, except as otherwise herein provided, through its office at 93 Akti Miaouli, Piraeus, Greece (hereinafter called the “Lender”, which expression shall include its<br> successors and assigns); and
(2)	DUKE SHIPPING CO., a corporation duly incorporated and validly existing under the laws of the Republic of the Marshall Islands having its registered address at<br> Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (hereinafter called the “Borrower”, which expression shall include its successors)
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AND IT IS HEREBY AGREED as follows:

1.	PURPOSE, DEFINITIONS AND INTERPRETATION

1.1	Amount and Purpose
(a)	Amount: This Agreement sets out the terms and conditions upon and subject to which it is agreed that the Lender will make available to the Borrower by way of one (1) Advance, a secured term<br> loan facility in the amount of up to Twenty one million Dollars ($21,000,000) which when added to the Associated Loan represents up to fifty per cent (50%) of the aggregate Market Value of the Vessels,.
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(b)	Purpose: The Loan proceeds shall be used for working capital and investment purposes
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1.2	Definitions
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Subject to Clauses 1.3 (Interpretation) and Clause 1.4 (Construction of certain terms), in this Agreement (unless otherwise defined in the relevant Finance Document and unless the context otherwise requires) and the other Finance Documents each term or expression defined in the recital of the parties and in this Clause shall have the meaning given to it in the recital of the parties and in this Clause:

"Additional Business Day" means any day specified as such in the Reference Rate Terms;

“Advance” means each borrowing of a portion of the Commitment by the Borrower or (as the context may require) the principal amount of such borrowing;

“Affiliate” means, in relation to any person, a subsidiary of that person or a parent company of that person or any other subsidiary of that parent company;

“Approved Auditor” means any independent and reputable auditor having requisite experience acceptable to the Lender;

“Approved Commercial Managers” in relation to a Vessel means for the time being Seanergy Management and Fidelity or any other person appointed by the relevant Owner with the prior written consent of the Lender not to be unreasonably withheld or delayed, as the commercial manager of the Vessel owned by it, and includes its successors in title;

“Approved Crew Managers” in relation to (i) the Borrower’s Vessel, means for the time being, Anglo-Eastern and (ii) the “LORDSHIP”, means for the time being, V.Ships Cyprus or any other person appointed by the Owner of such Vessel with the prior written consent of the Lender not to be unreasonably withheld or delayed, as the crew manager of the Vessel owned by it, and includes its successors in title;

“Approved Managers” means the Approved Commercial Managers, the Approved Crew Managers and the Approved Technical Managers.

“Approved Manager's Undertaking” means (a) in respect of the Borrower’s Vessel, a first priority letter of undertaking and subordination, including (inter alia) an assignment of each of the Approved Manager's rights, title and interest in the Insurances of the Borrower’s Vessel, executed or to be executed by each of the Approved Managers, as commercial, or as the case may be, technical or crew manager of the Borrower’s Vessel, in favour of the Lender and (b) in respect of a Collateral Vessel, a second priority letter of undertaking and subordination to be executed by each of the Approved Managers, as commercial, or as the case may be, technical or crew manager of the Collateral Vessels, in favour of the Lender, each such relevant Approved Manager’s Undertaking to be in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented (together, the “Approved Manager’s Undertakings”);

“Approved Shipbrokers” means any first class independent firm of internationally known shipbrokers, appointed by the Lender at its discretion and “Approved Shipbroker” means any of them;

“Approved Technical Managers” in relation to: (i) the Borrower’s Vessel and “LORDSHIP”, means for the time being Seanergy Shipmanagement (ii) the “FRIENDSHIP”, means for the time being V.Ships Greece and Seanergy Shipmanagement and (iii) the “SQUIRESHIP” means for the time being, V.Ships Cyprus or any other person appointed by the Owner of such Vessel with the prior written consent of the Lender not to be unreasonably withheld or delayed, as the technical manager of the Vessel owned by it, and includes its successors in title;

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;

“Assignable Charterparty” in relation to a Vessel, means any time or bareboat charterparty (irrespective of the duration of such bareboat charterparty), consecutive voyage charter or contract of affreightment or related document in respect of the employment of that Vessel having a duration (or capable of exceeding a duration) of more than thirteen (13) months and any guarantee of the obligations of the charterer under such charter in respect of that Vessel, whether now existing or hereinafter entered or to be entered into by the Owner thereof or any person, firm or company on its behalf and a charterer, at a daily rate and on terms and conditions acceptable to the Lender (and shall include any addenda thereto) ;

“Assignee” has the meaning ascribed thereto in Clause 14.3 (Assignment by the Lender);

“Associated Loan” in relation to the Associated Loan Agreement means the principal amount of the loan owing to the Lender by the Collateral Owners under the Associated Loan Agreement at any relevant time;

“Associated Loan Agreement” means the loan agreement dated 9 August, 2021 and made between the Collateral Owners, as joint and several borrowers, and the Lender, as lender, in respect of a term loan facility of initially $44,120,000;

"Associated Collateral Security" means any Security Interests created to secure the Associated Loan;

“Availability Period” means the period starting on the date hereof and ending on:

(a)	the 20^th^ day of August, 2022 or until such later date<br> as the Lender may agree in writing; or
(b)	on such earlier date (if any): (i) on which the whole Commitment has been advanced by the Lender to the Borrower, or (ii) on which the Commitment is reduced to zero pursuant to Clauses 9.2 (Consequences<br><br><br><br><br><br><br> of Default – Acceleration), 12.1 (Unlawfulness) or any other Clause of this Agreement;
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“Bail-In Action” means the exercise of any Write-down and Conversion Powers;

“Bail-In Legislation” means:

(a)	in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the<br> relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and
(b)	in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation;
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“Balloon Instalment” means the part of the Loan amounting to Eleven million Dollars ($11,000,000);

“Basel II Accord” means the ”International Convergence of Capital Measurement and Capital Standards, a Revised Framework” published by the Basel Committee on Banking Supervision in June 2004 in the form existing on the date of this Agreement;

“Basel II Approach” means either the Standardised Approach or the relevant Internal Ratings Based Approach (each as defined in the Basel II Accord) adopted by the Lender (or its holding company) for the purposes of implementing or complying with the Basel II Accord;

“Basel II Regulation” means (a) any law or regulation implementing the Basel II Accord (including the relevant provisions of CRD IV and CRR) to the extent only such law or regulation re-enacts and/or implements the requirement of the Basel II Accord but excluding any provision of such law or regulation implementing the Basel III Accord or (b) any Basel II Approach adopted by the Lender(s);

“Basel III Accord” means:

(a)

the agreements on capital requirements, leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;

(b)	the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published<br> by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
(c)	any further guidance or standards published by the Basel Committee on Banking Supervision relating to Basel III;
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“Basel III Regulation” means any law or regulation implementing the Basel III Accord save and to the extent that it re-enacts a Basel II Regulation;

“Borrower” means the Borrower as specified in the beginning of this Agreement;

“Borrower’s Accounts Pledge Agreement” means an agreement to be entered into between the Borrower and the Lender for the creation of a first priority pledge over the Borrower’s Operating Account in favour of the Lender, in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented;

“Borrower’s Operating Account” means the account opened or to be opened and maintained in the name of the Borrower with the Lending Office or with any other branch or office of the Lender or with such other bank as may be required by and at the discretion of the Lender pursuant to Clause 13.7 (Relocation of Borrower’s Operating Account) and shall include any sub-accounts or call accounts (whether in Dollars or any other currency) opened under the same designation or any revised designation or number from time to time notified by the Lender to the Borrower, to which (inter alia) all Earnings of the Borrower’s Vessel and/or any other moneys are to be paid in accordance with the provisions of this Agreement and/or the Borrower’s General Assignment and/or any of the other Finance Documents;

“Borrower’s General Assignment” means the first priority deed of assignment of the Earnings, Insurances and Requisition Compensation in respect of the Borrower’s Vessel, collateral to the Borrower’s Mortgage, executed or (as the context may require) to be executed by the Borrower in favour of the Lender, in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented;

“Borrower’s Mortgage” means the first preferred Marshall Islands ship mortgage on the Borrower’s Vessel to be executed by the Borrower in favour of the Lender in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented;

“Borrower’s Vessel” means the bulk carrier “DUKESHIP” of about 93,385 gt and 60,175 nt, built in 2010 in Japan by Sasebo Heavy Industries Co. Ltd., IMO No. 9402304, registered under the laws and flag of the Republic of the Marshall Islands at the Ships Registry of the port of Majuro under Official Number: 9710 in the ownership of the Borrower, together with all her boats, engines, machinery tackle outfit spare gear fuel consumable and other stores belongings and appurtenances whether on board or ashore and whether now owned or hereafter acquired and all the additions, improvements and replacements in or on the above described Vessel;

"Break Costs" means the amount of any expenses which the Lender is charged by its treasury department as a result of the Loan being repaid or prepaid either in whole or in part other than in accordance with Clause 4 (Repayment-Prepayment);

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in, Athens, Piraeus and New York and in relation to:

(a)	any date for payment or purchase of an amount relating to the Loan, any part of the Loan or Unpaid Sum; or
(b)	the determination of the first day or the last day of an Interest Period for the Loan, any part of the Loan or Unpaid Sum, or otherwise in relation to the determination of the length of such an Interest Period,
---	---

an Additional Business Day;

"Central Bank Rate" has the meaning given to that term in the Reference Rate Terms;

"Central Bank Rate Adjustment" has the meaning given to that term in the Reference Rate Terms;

"Central Bank Rate Spread" has the meaning given to that term in the Reference Rate Terms;

“Charterparty Assignment” means, in relation to a Vessel, an assignment of the rights of its Owner under any Assignable Charterparty and any guarantee of such Assignable Charterparty executed or to be executed by its Owner in favour of the Lender and the acknowledgement of notice of the assignment in respect of such Assignable Charterparty to be obtained (on best effort basis by its Owner) in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented and, “Charterparty Assignments” means all of them;

“Collateral Accounts Pledge Agreement” in relation to the Collateral Owners means an agreement to be entered into between the Collateral Owners and the Lender for the creation of a second priority pledge over the Collateral Owner’s Operating Accounts in favour of the Lender, in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented (together, the “Collateral

      Accounts Pledge Agreements”\);

“Collateral General Assignment” in relation to a Collateral Vessel means the second priority deed of assignment of the Earnings, Insurances and Requisition Compensation in respect of that Vessel, collateral to the Collateral Mortgage registered over that Vessel, executed or (as the context may require) to be executed by the Owner thereof in favour of the Lender, in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented (together, the “Collateral General Assignments”);

“Collateral Mortgage” in relation to a Collateral Vessel means the second preferred Liberian ship mortgage on that Vessel executed or (as the context may require) to be executed by the Owner thereof in favour of the Lender in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented (together, the “Collateral Mortgages”);

“Collateral Owner” means each of (a) FRIEND OCEAN NAVIGATION CO., (b) LORD OCEAN NAVIGATION CO., and (c) SQUIRE OCEAN NAVIGATION CO., each a company duly incorporated and validly existing under the laws of the Republic of Liberia having its registered office at 80 Broad Street, Monrovia, Republic of Liberia (together, the “Collateral Owners”);

“Collateral Vessels” means, together:

(a)	the capesize bulk carrier motor vessel “FRIENDSHIP“, of about 89,603 gt and 58,437 nt, built in<br> 2009 and having IMO No. 9410454 registered under the laws and flag of Liberia under Official Number: 21000 in the ownership of Friend Ocean Navigation Co. (the “FRIENDSHIP”);
(b)	the capesize bulk carrier motor vessel “LORDSHIP “, of about 93,564 gt and 59,500 nt, built in<br> 2010 and having IMO No. 9519066 registered under the laws and flag of Liberia in the ownership of the Lord Ocean Navigation Co. (the “LORDSHIP”); and
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(c)	the capesize bulk carrier motor vessel “SQUIRESHIP“, of about 88,479 gt and 56,828 nt, built in<br> 2010 and having IMO No. 9391646 registered under the laws and flag of Liberia in the ownership of the Squire Ocean Navigation Co. (the “SQUIRESHIP”);
---	---

in each case together with all her boats, engines, machinery tackle outfit spare gear fuel consumable and other stores belongings and appurtenances whether on board or ashore and whether now owned or hereafter acquired and all the additions, improvements and replacements in or on the above described relevant Vessel (and “Collateral Vessel” means any of them, as the context may require);

“Collateral Owner’s Operating Account” in relation to each Collateral Owner, means the Operating Account in the name of that Collateral Owner referred to in the Associated Loan Agreement (together, the “Collateral Owners’ Operating Accounts”);

"Compounding Methodology Supplement" means, in relation to the Cumulative Compounded RFR Rate, a document which:

(a)	is agreed in writing by the Borrower and the Lender;
(b)	specifies a calculation methodology for that rate;
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“Classification” means in relation to a Vessel, the classification referred to in the Mortgage registered thereon with the Classification Society or such other Classification Society as the Lender shall, at the request of the Borrower, have agreed in writing shall be treated as the Classification Society for the purposes of the Finance Documents;

“Classification Society” means such classification society which is a member of IACS (other than the China Classification Society and the Russian Maritime Registry of Shipping) and which the Lender shall, at the request of the Borrower, have agreed in writing to be treated as the Classification Society for the purposes of the Finance Documents;

“Commitment” means the amount which the Lender has agreed to lend to the Borrower under Clause 2.1 (Commitment

        to Lend\) as reduced pursuant to any relevant term of this Agreement;

“Commitment Letter” means the Commitment Letter dated 15 June, 2022 addressed by the Lender to the Borrower and shall include any amendments or addenda thereto;

“Compulsory Acquisition” in relation to a Vessel means requisition for title or other compulsory acquisition, requisition, appropriation, expropriation, deprivation, forfeiture or confiscation for any reason of that Vessel, whether for full or part consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any Government Entity or other competent authority, or by any person or persons claiming to be or to represent any Government Entity, whether de jure or de facto, but shall exclude requisition for use or hire not involving requisition of title;

“Corporate Guarantee” means the irrevocable and unconditional guarantee executed or (as the context may require) to be executed by each Corporate Guarantor as a security for the Outstanding Indebtedness and any and all other obligations of the Borrower under this Agreement and the Security Documents, in form and substance as

    the Lender may approve or require, as the same may from time to time be amended and/or supplemented \(together the “Corporate
      Guarantees”\);

“Corporate Guarantor” means each of (a) Seanergy and (b) each of the Collateral Owners and/or any other person nominated by the Borrower and acceptable to the Lender which may give a Corporate Guarantee, and includes its successors in title, and “Corporate Guarantors” means all of them;

“CRD IV” means:

(a)	Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms,<br> amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, as amended, supplemented or restated; and
(b)	any other law or regulation which implements Basel III;
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“CRR” means Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012, as amended, supplemented or restated;

"Cumulative Compounded RFR Rate" means, in relation to an Interest Period for the Loan or any part of the Loan, the percentage rate per annum determined by the Lender in accordance with the methodology set out in Schedule 4 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement;

"Daily Rate" means the rate specified as such in the Reference Rate Terms;

“Default” means any Event of Default which is continuing or any event which with the giving of notice or lapse of time or the satisfaction of any other condition (or any combination thereof) would constitute an Event of Default;

“Default Rate” means that rate of interest per annum which is determined in accordance with the provisions of Clause 3.4 (Default Interest);

“DOC” means a document of compliance issued to an Operator in accordance with rule 13 of the ISM Code;

“Dollars” (and the sign “$”) means the lawful currency for the time being of the United States of America;

“Drawdown Date” means the date, being a Business Day, requested by the Borrower for the Loan to be made available, or (as the context requires) the date on which the Loan is actually made available;

“Drawdown Notice” means a notice substantially in the terms of Schedule 1 (Form of Drawdown Notice) (or in any other form which the Lender approves);

“Earnings” in relation to a Vessel means all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Owner thereof and which arise out of the use or operation of that Vessel, including (but not limited to), all freight, hire and passage moneys, compensation payable to the Owner thereof in the event of requisition of that Vessel for hire, remuneration for salvage and towage services, demurrage and detention moneys, contributions of any nature whatsoever in respect of general average, damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of that Vessel and any other earnings whatsoever due or to become due to the Owner thereof in respect of that Vessel and all sums recoverable under the Insurances in respect of loss of Earnings and includes, if and whenever that Vessel is employed on terms whereby any and all such moneys as aforesaid are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing agreement which is attributable to that Vessel;

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway;

“Environmental Affiliate” means any agent or employee of the Borrower or any other Relevant Party or any person having a contractual relationship with the Borrower or any other Relevant Party in connection with any Relevant Ship or her operation or the carriage of cargo thereon;

“Environmental Approval” means any consent, authorisation, licence or approval of any governmental or public body or authorities or courts applicable to any Relevant Ship or her operation or the carriage of cargo thereon and/or passengers therein and/or provisions of goods and/or services on or from any Relevant Ship required under any Environmental Law;

“Environmental Claim” means:

(a)	any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or which relates to any Environmental Law; or
(b)	any claim by any other person which relates to an Environmental Incident,
---	---

and “claim” means (i) a claim for damages, compensation, fines, penalties or any other payment of any kind which exceeds $650,000 (or the equivalent in any other currency) per Vessel per incident or (ii) one or more claims for damages, compensation, fines, penalties or any other payment of any kind, the subject matter of which exceeds $650,000 (or the equivalent in any other currency) in aggregate, whether such claim or claims are in relation to one or more Vessels and whether resulting from one incident or a series of incidents;

“Environmental Incident” in relation to a Vessel means (i) any release of Material of Environmental Concern from that Vessel, (ii) any incident in which Material of Environmental Concern is released from a vessel other than that Vessel and which involves collision between that Vessel and such other vessel or some other incident of navigation or operation, in either case, where any Vessel, the Borrower or the Approved Manager is actually or allegedly at fault or otherwise liable (in whole or in part) or (iii) any other incident in which Material of Environmental Concern is released from a vessel other than that Vessel and where that Vessel is actually or potentially liable to be arrested as a result and/or where the Borrower or the Approved Manager is actually or allegedly at fault or otherwise liable to any legal or administrative action;

“Environmental Laws” means all national, international and state laws, rules, regulations, treaties and conventions applicable to any Relevant Ship pertaining to the pollution or protection of human health or the environment including, without limitation, the carriage or Materials of Environmental Concern and actual or threatened emissions, spills, releases or discharges of Materials of Environmental Concern and actual or threatened emissions, spills, releases or discharges of Materials of Environmental Concern from any Relevant Ship (including, without limitation, the United States Oil Pollution Act of 1990 and any comparable laws of the individual States of the United States of America);

“EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to time;

“Event of Default” means any event or circumstance set out in Clause 9 (Events) or described as such in any of the Finance Documents;

“Expenses” means the aggregate at any relevant time (to the extent that the same have not been received or recovered by the Lender) of:

(a)	all losses, liabilities, costs, charges, expenses, damages and outgoings of whatever nature, (including, without limitation, Taxes, repair costs, registration fees and insurance premiums, crew wages, repatriation expenses and seamen’s<br> pension fund dues) suffered, incurred, charged to or paid or committed to be paid by the Lender in connection with the exercise of the powers referred to in or granted by any of the Finance Documents or otherwise payable by the Borrower in<br> accordance with the terms of any of the Finance Documents;
(b)	the expenses referred to in Clause 10.2 (Expenses); and
---	---
(c)	interest on all such losses, liabilities, costs, charges, expenses, damages and outgoings from, in the case of Expenses referred to in sub-paragraph (b) above, the date on which such Expenses were demanded by the Lender from the Borrower<br> and in all other cases, the date on which the same were suffered, incurred or paid by the Lender until the date of receipt or recovery thereof (whether before or after judgement) at the Default Rate (as conclusively certified by the Lender<br> but always absent manifest error);
---	---

“FATCA” means:

(a)	sections 1471 to 1474 of the US Internal Revenue Code of 1986 (the "Code") or any associated regulations or other associated official guidance;
(b)	any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case)<br> facilitates the implementation of paragraph (a) above; or
---	---
(c)	any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction;
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“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA;

“FATCA Exempt Party” means a party that is entitled to receive payments free from any FATCA Deduction;

“Fidelity” means Fidelity Marine Inc., a corporation incorporated in the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands and having an office established in Greece pursuant to the Greek laws 378/68, 27/75, 2234/94, 3752/09 and 4150/13 (as amended and in force at the date hereof) at 7, Vassileos Georgiou B’ Street, Voula, Postal Code 16673, Attiki, Greece;

“Final Maturity Date” means the fourth (4^th^) anniversary of the Drawdown Date;

“Finance Documents” means this Agreement, the Security Documents, the Insurance Letter and any other document designated as such by the Lender and the Borrower;

“Financial Indebtedness” means, in relation to a person (the “debtor”), a liability of the debtor:

(a)	for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;
(b)	under any loan stock, bond, note or other security issued by the debtor;
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(c)	under any acceptance credit, guarantee or letter of credit facility made available to the debtor;
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(d)	under a financial lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;
---	---
(e)	under any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual liabilities, the liability of the<br> debtor for the net amount; or
---	---
(f)	under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within (a) to (e) if the references to the debtor referred to the other person;
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“Financial Year” means, in relation to each Security Party, each period of 1 year commencing on 1^st^ January thereof in respect of which financial statements referred to in Clause 8.1(e) (Financial statements) are or ought to be prepared;

“Flag State” in relation to (i) the Borrower’s Vessel, the Republic of the Marshall Islands and (ii) a Collateral Vessel, means the Republic of Liberia or in either case such other state or territory proposed in writing by the Borrower to the Lender and approved by the Lender (such approval not to be unreasonably withheld, especially when requested for trading purposes), as being the Flag State of that Vessel for the purposes of the Finance Documents;

"Funding Rate" means any individual rate notified by the Lender to the Borrower pursuant to sub-paragraph (ii) of paragraph (a) of Clause 3.8 (Cost of funds);

“General Assignments” means, together, the Borrower’s General Assignment and the Collateral General Assignments and “General Assignment” means any of them as the context may require;

“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;

“Governmental Withholdings” means withholdings and any restrictions or conditions resulting in any charge whatsoever imposed, either now or hereafter, by any sovereign state or by any political sub-division or taxing authority of any sovereign state;

“Group” means together the Borrower, the Corporate Guarantors, any Affiliate of any thereof and all other shipping companies now or in the future substantially directly or indirectly owned and/or controlled by the same shareholders as the Borrower;

“Insurance Letter” means a letter from the Borrower in the form of Schedule 2 (Form of Insurance Letter);

“Insurances” in relation to a Vessel means all policies and contracts of insurance and reinsurances for captive company, if applicable (including, without limitation, all entries of that Vessel in a protection and indemnity, hull and machinery, war risks or other mutual insurance association) which are from time to time in place or taken out or entered into by or for the benefit of the Owner thereof (whether in the sole name of the Owner thereof or in the joint names of the Owner thereof and the Lender, however without the Lender being liable for payment of premiums, contributions or calls) in respect of that Vessel and its Earnings or otherwise howsoever in connection with that Vessel and all benefits of such policies and/or contracts (including all claims of whatsoever nature and return of premiums);

“Interest Payment Date” means in respect of the Loan or any part thereof in respect of which a separate Interest Period is fixed the last day of the relevant Interest Period and in case of any Interest Period longer than three (3) months the date(s) falling at successive three (3) monthly intervals during such longer Interest Period and the last day of such Interest Period, provided, however, that if any of the aforesaid dates falls on a day which is not a Business Day the Borrower shall pay the accrued interest on the first Business Day thereafter unless the result of such extension would be to carry such Interest Payment Date over into another calendar month in which event such Interest Payment Date shall be the immediately preceding Business Day;

“Interest Period” means in relation to the Loan or any part thereof, each period for the calculation of interest in respect of the Loan or such part ascertained in accordance with Clauses 3.2 (Selection of Interest Period) and 3.3 (Determination of Interest Periods);

“ISM Code” means in relation to its application to the Borrower, each Vessel, the Approved Manager and her operation:

(a)

“The International Management Code for the Safe Operation of Ships and for Pollution Prevention”, currently known or referred to as the “ISM Code”, adopted by the Assembly of the International Maritime Organisation by Resolution A. 741(18) on 4^th^ November, 1993 and incorporated on 19^th^ May, 1994 into chapter IX of the International Convention for the Safety of Life at Sea 1974 (SOLAS 1974); and

(b)

all further resolutions, circulars, codes, guidelines, regulations and recommendations which are now or in the future issued by or on behalf of the International Maritime Organisation or any other entity with responsibility for implementing the ISM Code, including without limitation, the “Guidelines on implementation or administering of the International Safety Management (ISM) Code by Administrations” produced by the International Maritime Organisation pursuant to Resolution A. 788(19) adopted on 25^th^ November, 1995;

as the same may be amended, supplemented or replaced from time to time;

“ISM Code Documentation” includes:

(a)	the DOC and SMC issued by the Classification Society in all respects acceptable to the Lender in its absolute discretion pursuant to the ISM Code in relation to a Vessel within the period specified by the ISM Code;
(b)	all other documents and data which are relevant to the ISM SMS and its implementation and verification which the Lender may require by request; and
---	---
(c)	any other documents which are prepared or which are otherwise relevant to establish and maintain the relevant Vessel’s or its Owner’s compliance with the ISM Code which the Lender may require by request;
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“ISM SMS” means the safety management system which is required to be developed, implemented and maintained under the ISM Code;

“ISPS Code” means the International Ship and Port Security Code of the International Maritime Organization and includes any amendments or extensions thereto and any regulation issued pursuant thereto;

“ISSC” in relation to a Vessel means an International Ship Security Certificate issued in respect of that Vessel pursuant to the ISPS Code;

“Lender” means the Lender as specified in the beginning of this Agreement and includes its successors in title and transferees;

“Lending Office” means the office of the Lender appearing at the beginning of this Agreement or any other office of the Lender designated by the Lender as the Lending Office by notice to the Borrower;

“Loan” means the aggregate principal amount borrowed by the Borrower in respect of the Commitment or (as the context may require) the principal amount thereof owing to the Lender under this Agreement at any relevant time;

"Lookback Period" means the number of days specified as such in the Reference Rate Terms;

“Major Casualty” in relation to a Vessel means any casualty to that Vessel in respect whereof the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds the Major Casualty Amount;

“Major Casualty Amount” means Six hundred fifty thousand Dollars ($650,000) or the equivalent in any other currency;

“Management Agreement” in relation to a Vessel means the agreement made between the Owner thereof and the respective Commercial, or as the case may be, Technical Approved Manager providing (inter alia) for such Approved Manager to manage that Vessel (together, the “Management Agreements”);

“Margin” means Two point ninety five percent (2.95%) per annum;

"Market Disruption Rate" means the rate (if any) specified as such in the Reference Rate Terms;

“Market Value” in relation to a Vessel means the market value of that Vessel as determined in accordance with Clause 8.5(b) (Valuation of Vessels);

“Material Adverse Change” means any event or series of events which, in the opinion of the Lender, is likely to have a Material Adverse Effect;

“Material Adverse Effect” means a material, in the reasonable opinion of the Lender, adverse effect on:

(a)	the business, property, assets, liabilities, operations or condition (financial or otherwise) of the Borrower and/or any other Security Party taken as a whole;
(b)	the ability of the Borrower and/or any other Security Party to (i) comply with or perform any of its obligations or (ii) discharge any of its liabilities, under any Finance Document as they fall due; or
---	---
(c)	the validity, legality or enforceability of any Finance Document or the rights and remedies of the Lender under any Finance Document;
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“Material of Environmental Concern” means and includes pollutants, contaminants, toxic substances, oil as defined in the United States Oil Pollution Act of 1990 and all hazardous substances as defined in the United States Comprehensive Environmental Response, Compensation and Liability Act 1988;

“MII” have the meaning given in Clause 10.7 (MII

        costs\);

“month” means a period beginning in one calendar month and ending in the next calendar month on the day numerically corresponding to the day of the calendar month on which it started, provided that (i) if the period started on the last Business Day in a calendar month or if there is no such numerically corresponding day, it shall end on the last Business Day in such next calendar month and (ii) if such numerically corresponding day is not a Business Day, the period shall end on the next following Business Day in the same calendar month but if there is no such Business Day it shall end on the preceding Business Day and “months” and “monthly” shall be construed accordingly;

“Mortgaged Vessel(s)” means the Vessel(s) which remain mortgaged in favour of the Lender pursuant to this Agreement at any relevant time hereunder;

“Mortgages” means, together, the Borrower’s Mortgage and the Collateral Mortgages and “Mortgage” means any of them, as the context may require;

“Operating Accounts” means together, the Borrower’s Operating Account and the Collateral Owners’ Operating Accounts, and “Operating Account” means any of them, as the context may require;

“Operating Expenses” means the voyage and operating expenses of the Borrower’s Vessel, including, but not limited to, the expenses for operating, crewing, victualing, insuring, maintaining, repairing and generally trading the Borrower’s Vessel (and if applicable, voyage expenses), the expenses for spares, administration and management of the Vessel (inclusive of the management fees) as well as the reserves that the Borrower, acting reasonably, consider necessary for the commercial operation of the Borrower’s Vessel and the costs of intermediate and special surveys and dry docking of the Borrower’s Vessel;

“Operator” in relation to a Vessel means any person who is from time to time during the Security Period concerned in the operation of that Vessel and falls within the definition of “Company” set out in rule 1.1.2. of the ISM Code;

“Outstanding Indebtedness” means the aggregate of (a) the Loan and interest accrued and accruing thereon, (b) the Expenses, (c) all other sums of any nature (together with all interest on any of those sums) which from time to time may be payable by the Borrower to the Lender(s) pursuant to the Finance Documents, whether actually or contingently, (d) any damages payable as a result of any breach by the Borrower of any of the Finance Documents and (e) any damages or other sums payable as a result of any of the obligations of the Borrower under or pursuant to any of the Finance Documents being disclaimed by a liquidator or any other person, or, where the context permits, the amount thereof for the time being outstanding;

“Owner” in relation to:

(a)	each Collateral Vessel, the Collateral Owner thereof; and
(b)	the Borrower’s Vessel, the Borrower,
---	---

as specified in the definition of each Vessel in this Clause 1.2 (together, the “Owners”);

“Party” means a party to this Agreement, and “Parties” means any or all of them, as the context may require;

“Permitted Security Interests” means:
(a)	Security Interests created by the Finance Documents;
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(b)	the Associated Collateral Security;
---	---
(c)	liens for unpaid master's and crew's wages in accordance with usual maritime practice;
---	---
(d)	liens for salvage;
---	---
(e)	liens arising by operation of law for not more than 2 months’ prepaid hire under any charter in relation to a Vessel not prohibited by this Agreement;
---	---
(f)	liens for master's disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of a Vessel, provided such liens do<br> not secure amounts more than 60 days overdue (unless the overdue amount is being contested by the Borrower in good faith by appropriate steps) and, in the case of liens for repair or maintenance, in the relevant Vessel is put in the<br> possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed the Major Casualty Amount provided that (i) either that person has first given to the Lender(s) and in terms<br> satisfactory to it a written undertaking not to exercise any lien on the relevant Vessel or her earnings for the cost of such work or (ii) the previous consent of the Lender shall have been obtained (which<br> consent shall not be unreasonably withheld);
---	---

(g)	any Security Interest created in favour of a plaintiff or defendant in any proceedings or arbitration as security for costs and expenses while the Borrower is actively prosecuting or defending such proceedings or arbitration in good<br> faith; and
(h)	Security Interests arising by operation of law in respect of taxes which are not overdue for payment or in respect of taxes being contested in good faith by appropriate steps and in respect of which appropriate reserves have been made;
---	---

“Pledged Deposit” has the meaning ascribed thereto in Clause 8.1(k) (Pledged Deposit);

“Registry” in relation to a Vessel means the offices of such registrar, commissioner or representative of the relevant Flag State who is duly authorised to register that Vessel, its Owner’s title to that Vessel and the Mortgage registered over that Vessel under the laws and flag of that Flag State;

“Regulatory Agency” means the Government Entity or other organization in the relevant Flag State which has been designated by the government of the relevant Flag State to implement and/or administer and/or enforce the provisions of the ISM Code;

“Related Company” means

      any company or other entity which is an Affiliate of the Borrower and or which is under the ultimate control, direct or indirect, of any individual who has ultimate control, of the Borrower, and “Related Companies” means any or all of them, as the context may require;

“Relevant Jurisdiction” means any jurisdiction in which or where any Security Party is incorporated, resident, domiciled, has a permanent establishment, carries on, or has a place of business or is otherwise effectively connected;

"Relevant Market" means the market specified as such in the Reference Rate Terms;

“Relevant Nominating Body” means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board;

“Relevant Party” means the Borrower and each of the Borrower's Related Companies, and “Relevant Parties” means any or all of them, as the context may require;

“Relevant Ship” means each of the Vessels and any other vessel from time to time (whether before or after the date of this Agreement) owned, managed or crewed by, or chartered to, any Relevant Party and “Relevant Ships” means any or all of them, as the context may require;

“Repayment Date” means each of the dates specified in Clause 4.1 (Repayment) on which the Repayment Instalments shall be payable by the Borrower to the Lender (together, the “Repayment Dates”);

“Repayment Instalment” means each instalment of the Loan which becomes due for repayment by the Borrower to the Lender on a Repayment Date pursuant to Clause 4.1 (Repayment) (together, the “Repayment Instalments”);

"RFR" means the rate specified as such in the Reference Rate Terms;

"RFR Banking Day" means any day specified as such in the Reference Rate Terms;

"Reporting Day" means the day (if any) specified as such in the Reference Rate Terms;

"Reporting Time" means the relevant time (if any) specified as such in the Reference Rate Terms;

“Requisition Compensation” in relation to a Vessel means all sums of money or other compensation from time to time payable during the Security Period by reason of Compulsory Acquisition of that Vessel otherwise than by requisition for hire;

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers;

“Sanctions” means any economic, financial or trade sanctions laws, regulations, embargoes or other restrictive measures adopted, administered, enacted or enforced by any Sanctions Authority, or otherwise imposed by any law or regulation compliance with which is reasonable in the ordinary course of business of the Borrower, any other Security Party and the Lender or to which the Borrower, any other Security Party and the Lender are subject (which shall include without limitation, any extra-territorial sanctions imposed by law or regulation of the United States of America);

“Sanctions Authority” means:

(a)	the government of the United States of America;
(b)	the United Nations;
---	---
(c)	the European Union (or the governments of any of its member states);
---	---
(d)	the United Kingdom; or
---	---
(e)	the respective governmental institutions and agencies of any of the foregoing including the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC"), the<br> United States Department of State, the United States Department of Commerce and Her Majesty’s Treasury;
---	---

“Sanctions Restricted Jurisdiction” means any country or territory which is the target of country-wide or territory-wide Sanctions, including as at the date of this Agreement, Iran, Sudan, Syria, Crimea, North Korea, Venezuela and Cuba.

“Sanctions Restricted Person” means a person or Vessel:

(a)	that is, or is directly or indirectly, owned or controlled (as such terms are defined by the relevant Sanctions Authority) by, or acting on behalf of, one or more persons or entities on any list (each as amended, supplemented or<br> substituted from time to time) of restricted entities, persons or organisations (or equivalent) published by a Sanctions Authority;

(b)	that is located or resident in or incorporated under the laws of, or owned or controlled by, a person located or resident in or incorporated under the laws of a Sanctions Restricted Jurisdiction; or
(c)	that is otherwise the target or subject of Sanctions;
---	---

“Seanergy” means SEANERGY MARITIME HOLDINGS CORP., a corporation lawfully incorporated and validly existing under the laws of the Republic of the Marshall Islands having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960;

“Seanergy Management” means SEANERGY MANAGEMENT CORP., a corporation incorporated in the Republic of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands and having an office established in Greece pursuant to the Greek laws 378/68, 27/75, 2234/94, 3752/09 and 4150/13 (as amended and in force at the date hereof) at 154 Vouliagmenis Avenue, 16674 Glyfada, Athens, Greece;

“Seanergy Shipmanagement” means SEANERGY SHIPMANAGEMENT CORP., a corporation incorporated in the Republic of the Marshall Islands having its registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands and having an office established in Greece pursuant to the Greek laws 378/68, 27/75, 2234/94, 3752/09 and 4150/13 (as amended and in force at the date hereof) at 154 Vouliagmenis Avenue, 16674 Glyfada, Attiki, Greece;

“Security Documents” means:

(a)	the Borrower’s Accounts Pledge Agreement;
(b)	the Collateral Accounts Pledge Agreement;
---	---
(c)	the Approved Manager’s Undertakings;
---	---
(d)	the General Assignments;
---	---
(e)	the Mortgages;
---	---
(f)	the Charterparty Assignment in respect of any Assignable Charterparty;
---	---
(g)	the Corporate Guarantees; and
---	---
(h)	any other document (whether creating a Security Interest or not) which is executed at any time by the Borrower or the other Security Parties or any other person as security for, or to establish any form of subordination or priorities<br> arrangement in relation to, the whole or any part of the Outstanding Indebtedness and/or any and all other obligations of the Borrower pursuant to this Agreement and other moneys from time to time owing or payable under or in connection<br> with this Agreement to the Lender or any of the documents referred to in this definition as each such document may from time to time be amended and/or supplemented, and “Security Document” means any of them as the context may require;
---	---

“Security Interest” means:

(a)	a mortgage, charge (whether fixed or floating), pledge, hypothecation, assignment or any maritime or other lien or any other security interest of any kind;
(b)	the security rights of a plaintiff under an action in rem; and
---	---
(c)	any trust arrangement or other economic arrangement or structure the effect of which is to create a security interest of any kind (including without limitation title transfer and/or retention arrangements having a similar effect);
---	---

“Security Party” means each of the Borrower, the Collateral Owners, Seanergy and any other person (other than the Lender, Anglo - Eastern, Fidelity, V.Ships Greece, V.Ships Cyprus and any charterer who, as a surety or mortgagor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes a document falling within the last paragraph of the definition of “Finance Documents”, and “Security Parties” means any or all of them, as the context may require;

“Security Period” means the period commencing on the Drawdown Date and ending on the date on which:

(a)	all amounts which have become due for payment by the Borrower or any other Security Party under the Finance Documents have been paid;
(b)	no amount is owing or has accrued (without yet having become due for payment) under any Finance Document; and
---	---
(c)	neither the Borrower nor any other Security Party has any future or contingent liability under Clauses 11 (Indemnities- Expenses-Fees) or 5 (Payments, Taxes, Loan Account and Computation) or any other provision of this Agreement or another Finance Document;
---	---

“Security Requirement” means the amount in Dollars (as certified by the Lender whose certificate shall, in the absence of manifest error, be conclusively binding on the Borrower) which is at any relevant time equal to the Security Requirement Ratio;

“Security Requirement Ratio” means one hundred and twenty five (125%) of the aggregate amount of the Loan and the Associated Loan outstanding at the relevant time;

“Security Value” means the amount in Dollars (as certified by the Lender whose certificate shall, in the absence of manifest error, be conclusive and binding on the Borrower) which, at any relevant time is the aggregate of (i) the Market Value of the Vessels as most recently determined in accordance with Clause 8.5(b) (Valuation of Vessels) and (ii) the market value of any additional security provided under Clause 8.5(a) (Security shortfall-Additional security) and accepted by the Lender (if any);

“SMC” in relation to a Vessel means a safety management certificate issued in respect of that Vessel in accordance with rule 13 of the ISM Code;

“Subsidiary” of a person means any company or entity directly or indirectly controlled by such person;

“Taxes” includes all present and future taxes, levies, imposts, duties, fees or charges of whatever nature together with interest thereon and penalties in respect thereof (except taxes concerning the Lender and/or imposed on the overall net income of the Lender) and “Taxation” shall be construed accordingly;

“Total Loss” means, in relation to a Vessel:

(b)	actual, constructive, compromised or arranged total loss of that Vessel; or
(c)	the Compulsory Acquisition of that Vessel; or
---	---
(d)	the condemnation, capture, seizure, confiscation, arrest or detention of that Vessel (other than where the same amounts to the Compulsory Acquisition of that Vessel) by any Government Entity, or by persons<br> acting on behalf of any Government Entity, unless that Vessel be released and restored to the Owner thereof from such condemnation, capture, seizure, confiscation arrest or detention or within sixty (60) days after the occurrence thereof;<br> and
---	---
(e)	the hijacking, capture, seizure or confiscation of that Vessel arising as a result of a piracy or related incident unless that Vessel be released and restored to the Owner thereof from such hijacking,<br> capture, seizure or confiscation within ninety (90) days after the occurrence thereof;
---	---

“Total Loss Date” means, in relation to a Vessel:

(a)	in the case of an actual loss of that Vessel, the date on which it occurred or, if that is unknown, the date when that Vessel was last heard of;
(b)	in the case of a constructive, compromised, agreed or arranged total loss of that Vessel, the earliest of:
---	---
(i)	the date on which a notice of abandonment is given to the insurers; and
---	---
(ii)	the date of any compromise, arrangement or agreement made by or on behalf of the Owner of that Vessel with that Vessel's insurers in which the<br> insurers agree to treat that Vessel as a total loss;
---	---

“Transferee” has the meaning ascribed thereto in Clause 14.3 (Assignment by the Lender);

“UK Bail-In Legislation” means Part 1 of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutes or their Affiliates (otherwise than through liquidation, administration or other insolvency proceedings);

"Unpaid Sum" means any sum due and payable but unpaid by a Security Party under the Finance Documents;

“US” means the United States of America;

“US-GAAP” means accounting principles, concepts, bases and policies generally adopted and accepted in the United States of America consistently applied;

“US Tax Obligor” means:

(a)	the Borrower, if it is resident for tax purposes in the United States of America; or
(b)	a Security Party some or all of whose payments under the Finance Documents are from sources within the United States for US Federal income tax purposes;
---	---

“Vessels” means, together, the Borrower’s Vessel and the Collateral Vessels and “Vessel” means any of them, as the context may require; and

“V.Ships Greece”, means V. SHIPS GREECE LTD. a company incorporated and existing in Bermuda whose registered address is at 3^rd^ Floor, Par-La-Ville Place, 14 Par-La-Ville Road, Hamilton HM08, Bermuda, and having an office established in Greece pursuant to the Greek laws 378/68, 27/75, 2234/94, 3752/09 and 4150/13 (as amended and in force at the date hereof) at 3 Agiou Dionisiou Street, Piraeus 185 45, Greece;

“V.Ships Cyprus”, means V.SHIPS LIMITED, a company incorporated and existing in the Republic of Cyprus whose registered office is at Zinas Kanther, 16-18, Agia Triada, 3035 Limassol, Cyprus;

“Write-down and Conversion Powers” means:

(a)	in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule; and
(b)	in relation to any other applicable Bail-In Legislation:
---	---
(i)	any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or Affiliate of a bank, investment firm or other financial institution, to<br> cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any<br> other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are<br> related to or ancillary to any of those powers; and
---	---
(ii)	any similar or analogous powers under that Bail-In Legislation; and
---	---
(c)	in relation to any UK Bail-In Legislation:
---	---
(i)	any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or Affiliate of a bank, investment firm or other financial institution,<br> to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or<br> any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that UK Bail-In Legislation<br> that are related to or ancillary to any of those powers; and
---	---
(ii)	any similar or analogous powers under that UK Bail-In Legislation.
---	---

1.3	Interpretation

In this Agreement:

(a)	Clause headings and the table of contents are inserted for convenience of reference only and in interpreting a Finance Document or any provision of a Finance Document, all Clause, sub-Clause and other headings in that and any other<br> Finance Document shall be entirely disregarded;
(b)	subject to any specific provision of this Agreement or of any assignment and/or participation or syndication agreement of any nature whatsoever, reference to each of the parties hereto and to the other Finance Documents shall be deemed<br> to be reference to and/or to include, as appropriate, their respective successors and permitted assigns;
---	---
(c)	where the context so admits, words in the singular include the plural and vice versa;
---	---
(d)	the words “including” and “in particular” shall not be construed as limiting the generality of any foregoing words;
---	---
(e)	references to (or to any specified provisions of) a Finance Document or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as it may from time to time be amended, restated, novated<br> or replaced, however fundamentally, whether before the date of this Agreement or otherwise;
---	---
(f)	references to Clauses and Schedules are to be construed as references to the Clauses of, and the Schedules to, the relevant Finance Document and references to a Finance Document include all the terms of that Finance Document and any<br> Schedules, Annexes or Appendices thereto, which form an integral part of same;
---	---
(g)	references to the opinion of the Lender or a determination or acceptance by the Lender or to documents, acts, or persons acceptable or satisfactory to the Lender or the like shall be construed as reference to opinion, determination,<br> acceptance or satisfaction of the Lender at the sole discretion of the Lender and such opinion, determination, acceptance or satisfaction of the Lender shall be conclusive and binding on the Borrower;
---	---
(h)	references to a “regulation” include any present or future regulation, rule, directive,<br> requirement, request or guideline (whether or not having the force of law) of any of any governmental or intergovernmental body, agency, authority, central bank or government department or any self-regulatory or other national or<br> supra-national authority or organisation and includes (without limitation) any Basel II Regulation or Basel III Regulation;
---	---
(i)	references to any person include such person’s assignees and successors in title; and
---	---
(j)	references to or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Agreement or otherwise;
---	---
(k)	a reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate;
---	---
(l)	any Reference Rate Supplement overrides anything in:
---	---
(i)	Schedule 3 (Reference Rate Terms); or
---	---
(ii)	any earlier Reference Rate Supplement.
---	---

(m)	a Compounding Methodology Supplement relating to the Cumulative Compounded RFR Rate overrides anything relating to that rate in:
(i)	Schedule 4 (Cumulative Compounded RFR Rate), as the case may be; or
---	---
(n)	any earlier Compounding Methodology Supplement.
---	---
1.4	Construction of certain terms. In this Agreement:
---	---

“asset” includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment;

“company” includes any partnership, joint venture and unincorporated association;

“consent” includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalisation;

“contingent liability” means a liability which is not certain to arise and/or the amount of which remains unascertained;

"continuing", in relation to any Default or any Event of Default, means that the Default or the Event of Default has not been remedied or waived;

“control” of an entity means:

(a)	the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:
(i)	cast, or control the casting of, more than 50 per cent of the maximum number of votes that might be cast at a general meeting of that entity; or
---	---
(ii)	appoint or remove all, or the majority, of the directors or other equivalent officers of that entity; or
---	---
(iii)	give directions with respect to the operating and financial policies of that entity with which the directors or other equivalent officers of that entity are obliged to comply; and/or
---	---
(b)	the holding beneficially of more than 50 per cent of the issued share capital of that entity (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution of either<br> profits or capital) (and, for this purpose, any Security Interest over share capital shall be disregarded in determining the beneficial ownership of such share capital);
---	---

and controlled shall be construed accordingly;

“document” includes a deed; also a letter or fax;

“guarantee” means any guarantee, letter of credit, bond, indemnity or similar assurance against loss, or any obligation, direct or indirect, actual or contingent, to purchase or assume any indebtedness of any person or to make an investment in or loan to any person or to purchase assets of any person where, in each case, such obligation is assumed in order to maintain or assist the ability of such person to meet its indebtedness and “guaranteed” shall be construed accordingly;

“law” includes any form of delegated legislation, any order or decree, any treaty or international convention and any regulation or resolution of the Council of the European Union, the European Commission, the United Nations or its Security Council;

“liability” includes every kind of debt or liability (present or future, certain or contingent), whether incurred as principal or surety or otherwise;

“person” includes any individual, firm, company, corporation, unincorporated body of persons or any state, political sub-division or any agency thereof and local or municipal authority and any international organisation;

“policy”, in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms;

“regulation” includes any regulation, rule, official directive, request or guideline whether or not having the force of law of any governmental, intergovernmental or supranational body, agency, department or regulatory, self‑regulatory or other authority or organisation;

“right” means any right, privilege, power or remedy, any proprietary interest in any asset and any other interest or remedy of any kind, whether actual or contingent, present or future, arising under contract or law, or in equity;

“successor” includes any person who is entitled (by assignment, novation, merger or otherwise) to any other person’s rights under this Agreement or any other Finance Document (or any interest in those rights) or who, as administrator, liquidator or otherwise, is entitled to exercise those rights; and in particular references to a successor include a person to whom those rights (or any interest in those rights) are transferred or pass as a result of a merger, division, reconstruction or other reorganisation of it or any other person;

"tax" includes any present or future tax, duty, impost, levy or charge of any kind which is imposed by any state, any political sub-division of a state or any local or municipal authority (including any such imposed in connection with exchange controls), and any connected penalty, interest or fine; and

“liquidation”, “winding up”, “dissolution”, or “administration” of person or (ii) a “receiver” or “administrative receiver” or “administrator” in the context of insolvency proceedings or security enforcement actions in respect of a person shall be construed so as to include any equivalent or analogous proceedings or any equivalent and analogous person or appointee (respectively) under the law of the jurisdiction in which such person is established or incorporated or any jurisdiction in which such person carries on business including (in respect of proceedings) the seeking or occurrences of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors.

1.5	Same meaning

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

1.6	Inconsistency

Unless a contrary indication appears, in the event of any inconsistency between the terms of this Agreement and the terms of any other Finance Document when dealing with the same or similar subject matter (other than as relates to the creation and/or perfection of security) are subject to the terms of this Agreement and, in the event of any conflict between any provision of this Agreement and any provision of any Finance Document (other than in relation to the creation and/or perfection of security) the provisions of this Agreement shall prevail.

1.7	Finance Documents

Where any other Finance Document provides that Clause 1.3 (Interpretation) and Clause 1.4 (Construction of certain terms), shall apply to that Finance Document, any other provision of this Agreement which, by its terms, purports to apply to all or any of the Finance Documents and/or any Security Party shall apply to that Finance Document as if set out in it but with all necessary changes.

2.	THE LOAN

2.1	Commitment to Lend

The Lender, relying upon (inter alia) each of the representations and warranties set forth in Clause 6 (Representations and warranties) and in each of the Security Documents, agrees to lend to the Borrower in one (1) Advance and upon and subject to the terms of this Agreement, the amount specified in Clause 1.1 (Amount and Purpose) and the Borrower shall apply all amounts borrowed under the Commitment in accordance with Clause 1.1 (Amount and Purpose).

2.2	Drawdown Notice and Commitment to Borrow

Subject to the terms and conditions of this Agreement, the Commitment shall be advanced to the Borrower following receipt by the Lender from the Borrower of a Drawdown Notice not later than 10:00 a.m. (London time) on the second Business Day before the date on which the drawdown is intended to be made.

2.3	Drawdown Notice irrevocable

A Drawdown Notice must be signed by a director or a duly authorised attorney-in-fact of the Borrower and shall be effective on actual receipt thereof by the Lender and, once served, it, subject as provided in Clause 3.7 (Market disruption ), cannot be revoked without the prior consent of the Lender.

2.4	Number of Advances Agreed

The Commitment shall be advanced to the Borrower in one (1) Advance and any amount undrawn under the Commitment shall be cancelled and may not be borrowed by the Borrower at a later date.

2.5	Disbursement

Upon receipt of the Drawdown Notice complying with the terms of this Agreement the Lender shall, subject to the provisions of Clause 7 (Conditions precedent), on the date specified in the Drawdown Notice, make the Commitment available to the Borrower, and payment to the Borrower shall be made to the account which the Borrower specifies in the Drawdown Notice.

2.6	Application of Proceeds

Without prejudice to the Borrower’s obligations under Clause 8.1(c) (Use of Loan proceeds), the Lender is not bound to monitor or verify the application of any amount borrowed pursuant to this Agreement and shall have no responsibility for the application of the proceeds of the Loan (or any part thereof) by the Borrower.

2.7	Termination Date of the Commitment

Any part of the Commitment undrawn and uncancelled at the end of the Availability Period shall thereupon be automatically cancelled.

2.8	Evidence

It is hereby expressly agreed and admitted by the Borrower that abstracts or photocopies of the books of the Lender as well as statements of accounts or a certificate signed by an authorised officer of the Lender shall be conclusive binding and full evidence, save for manifest error, on the Borrower as to the existence and/or the amount of the at any time Outstanding Indebtedness, of any amount due under this Agreement, of the applicable interest rate or Default Rate or any other rate provided for or referred to in this Agreement, the Interest Period, the value of additional securities under Clause 8.5(a) (Security shortfall-Additional security), the payment or non-payment of any amount. Nevertheless, enforcement procedures or any other court or out-of-court procedure can be commenced by the Lender on the basis of the above mentioned means of evidence including written statements or certificates of the Lender.

2.9	Cancellation

The Borrower may, cancel any undrawn part of the Commitment under this Agreement upon giving the Lender not less than five (5) Business Days’ notice in writing to that effect, provided, that no Drawdown Notice has been given to the Lender under Clause 2.2 (Drawdown Notice and Commitment to Borrow) for the full amount of the Commitment or in respect of the portion thereof in respect of which cancellation is required by the Borrower. Any such notice of cancellation, once given, shall be irrevocable. Any amount cancelled may not be drawn. Notwithstanding any such cancellation pursuant to this Clause 2.9 the Borrower shall continue to be liable for any and all amounts due to the Lender under this Agreement including without limitation any amounts due to the Lender under Clause 10 (Indemnities - Expenses – Fees).

2.10	No security or lien from other person

The Borrower has not taken or received, and the Borrower undertakes that until all moneys, obligations and liabilities due, owing or incurred by the Borrower under this Agreement and the Security Documents have been paid in full, it will not take or receive, any security or lien from any other Security Party.

3.	INTEREST

3.1	Calculation of interest

The Borrower shall pay interest on the Loan (or as the case may be, each portion thereof to which a different Interest Period relates) in respect of each Interest Period (or part thereof) on each Interest Payment Date. The interest rate for the calculation of interest shall be the rate per annum determined by the Lender to be the aggregate of:

(a)	the Margin; and
(b)	the Cumulative Compounded RFR Rate for that day; and
---	---

if any day during an Interest Period for the Loan or the relevant part thereof is not an RFR Banking Day, the rate of interest on the Loan or that part thereof for that day will be the rate applicable to the immediately preceding RFR Banking Day.

3.2	Selection of Interest Period
(a)	Notice: The Borrower may by notice received by the Lender not later than 10:00 a.m. (London time) on the second Business Day before the beginning of each Interest Period specify (subject to Clause 3.3 (Determination of Interest Periods)) whether such Interest Period shall have a duration of one (1) or two (2) or three (3) months (or such other period as may be requested by the Borrower and as the Lender, in its<br> sole discretion, may agree to).
---	---
(b)	Non-availability of matching deposits for Interest Period selected: If, after the Borrower has selected an Interest Period longer than 3 months, the Lender notifies the Borrower by 10.00 a.m. (London time) on the third Business<br> Day before the commencement of the Interest Period that it is not satisfied that deposits in Dollars for a period equal to the Interest Period will be available to it in the Relevant Interbank Market when the Interest Period commences, the<br> Interest Period shall be of 3 months duration.
---	---
3.3	Determination of Interest Periods
---	---

Every Interest Period shall, subject to market availability to be conclusively determined by the Lender, be of the duration specified by the Borrower pursuant to Clause 3.2 (Selection of Interest Period) but so that:

(a)

Initial Interest Period: the initial Interest Period applicable to the Loan will commence on the Drawdown Date and each subsequent Interest Period will commence forthwith upon the expiry of the preceding Interest Period;

(b)

Interest Period overrunning Repayment Date(s): if any Interest Period would otherwise overrun one or more Repayment Dates, then, in the case of the last Repayment Date, such Interest Period shall end on such Repayment Date, and in the case of any other Repayment Date or Dates the Loan shall be divided into parts so that there is one part equal to the amount of the Repayment Instalment due on each Repayment Date falling during that Interest Period and having an Interest Period ending on the relevant Repayment Date and another part equal to the amount of the balance of the Loan having an Interest Period determined in accordance with Clause 3.2 (Selection of Interest Period) and the other provisions of this Clause 3.3 and the expression “Interest Period in respect of the Loan” when used in this Agreement refers to the Interest Period in respect of the balance of the Loan; and

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(c)	Failure to notify: if the Borrower fails to specify the duration of an Interest Period in accordance with the provisions of Clause 3.2 (Selection of Interest Period) and this<br> Clause 3.3, such Interest Period shall have a duration of three (3) months unless another period shall be agreed between the Lender and the Borrower provided, always, that such period (whether of three months or different duration)<br> shall comply with this Clause 3.3.
3.4	Default Interest
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(a)	Default interest: If the Borrower fails to pay any sum (including, without limitation, any sum payable pursuant to this Clause 3.4) on its due date for payment under any of the Finance Documents, the Borrower shall pay interest on<br> such sum from the due date up to the date of actual payment (as well after as before judgement) at a rate which, subject to paragraph (b) below, is 2 per cent. per annum higher than the rate which would have been payable if the Unpaid Sum<br> had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Lender. Any interest accruing under this Clause 3.4 shall be<br> immediately payable by the Borrower on demand by the Lender.
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(b)	Compounding of default interest: Any such interest which is not paid at the end of the period by reference to which it was determined shall be compounded every six (6) months and shall be payable on demand.
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3.5	Notification of Interest and interest rate
---	---

The Lender shall notify the Borrower promptly:

(a)	of the duration of each Interest Period and of each rate of interest determined by it under this Clause 3;
(b)	each Funding Rate relating to the Loan, any part of the Loan or any Unpaid Sum);
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(c)	to the extent it is then determinable, the Market Disruption Rate (if any) relating to the Loan or the relevant part of the Loan;
---	---

without prejudice to the right of the Lender to make determinations at its sole discretion, but this shall not be taken to imply that the Borrower is liable to pay such interest only with effect from the date of the Lender's notification. However, omission of the Lender to make such notification (without the application of the Borrower) will not constitute and will not be interpreted as if to constitute a breach of obligation of the Lender except in case of wilful misconduct.

3.6	Changes to the calculation of interest
(a)	Interest calculation if no RFR or Central Bank Rate is available:
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If:

(i)	there is no RFR or Central Bank Rate for the purposes of calculating the Cumulative Compounded RFR Rate for an RFR Banking Day during an Interest Period for the Loan or any part of the Loan; and
(ii)	"Cost of funds as a fallback" is specified in the Reference Rate Terms,
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(b)	Clause 3.8 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for that Interest Period.
3.7	Market disruption
---	---

If:

(a)	a Market Disruption Rate is specified in the Reference Rate Terms; and
(b)	before the Reporting Time for the Loan or any part of the Loan, the Lender’s cost of funds would be in excess of that Market Disruption Rate,
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then Clause 3.8 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.

3.8	Cost of funds
(a)	If this Clause 3.8 applies to the Loan or part of the Loan for an Interest Period, paragraph (a) of Clause 3.1 (Calculation of interest) shall not apply to the Loan or that part of the Loan<br> for that Interest Period and the rate of interest on each Lender's share of the Loan or the relevant part of the Loan for the relevant Interest Period shall be the percentage rate per annum which is the sum of:
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(i)	the Margin; and
---	---
(ii)	the rate notified to the Borrower by the Lender as soon as practicable and in any event by the Reporting Time for the Loan or that part of the Loan to be that which expresses as a percentage rate per annum its cost of funds relating to<br> the Loan or that part of the Loan.
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(b)	If this Clause 3.8 (Cost of funds) applies and the Lender or the Borrower so requires, the Lender and the Borrower shall enter into negotiations (for a period of not more than 30 days) with<br> a view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.
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(c)	Subject to Clause 3.10 (Changes to reference rates), any substitute or alternative basis agreed pursuant to paragraph (ii) above shall be binding on all Parties.
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(d)	If paragraph (e) below does not apply and any rate notified to the Borrower under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.
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(e)	If this Clause 3.8 (Cost of funds) applies pursuant to Clause 3.7 (Market disruption) and the Funding Rate is less than the relevant Market<br> Disruption Rate, the Lender’s cost of funds relating to the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of paragraph (ii) of paragraph (a) above, to be the Market Disruption Rate for the<br> Loan or that part of the Loan.
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(f)	If this Clause 3.8 (Cost of funds) applies, the Lender shall, as soon as is practicable, in case of Clause 3.6(a) (Interest calculation if no RFR or<br> Central Bank Rate is available), notify the Borrower.
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3.9	Break Costs
(a)	The Borrower shall, within three Business Days of demand by the Lender, pay to the Lender its Break Costs (if any) attributable to:
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(i)	all or any part of the Loan or Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for the Loan, the relevant part of the Loan or that Unpaid Sum; or
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(ii)	any part of the Commitment which is cancelled; or
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(b)	The Lender shall, as soon as reasonably practicable, provide email advice confirming the amount of its Break Costs for any Interest Period (if applicable) in respect of which they become, or may become, payable.
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3.10	Changes to reference rates
---	---
(a)	The Borrower agrees and acknowledges that ~~~~ it shall co-operate with the Lender in good faith to agree and implement any amendment or waiver as contemplated pursuant to this<br> Clause 3.10 as a result of an RFR Replacement Event.
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(b)	If an RFR Replacement Event has occurred any amendment or waiver which relates to:
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(i)	providing for the use of a Replacement Reference Rate in place of the RFR; and
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(ii)

(A)	aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(B)	enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference<br> Rate to be used for the purposes of this Agreement);
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(C)	implementing market conventions applicable to that Replacement Reference Rate;
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(D)	providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
---	---
(E)	adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate<br> (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or<br> recommendation),
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may be made with the consent of the Lender and the Borrower.

(c)	An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on the Loan or any part of the Loan under this Agreement to any recommendation of a Relevant Nominating Body which:
(i)	relates to the use of the RFR on a compounded basis in the international or any relevant domestic syndicated loan markets; and
---	---
(ii)	is issued on or after the date of this Agreement,
---	---

may be made with the consent of the Lenders and the Borrower.

(d)	In this Clause 3.10:

"RFR Replacement Event" means:

(a)	the methodology, formula or other means of determining the RFR has, in the opinion of the Lender, materially changed; or

(b)

(i)

(A)	the administrator of the RFR or its supervisor publicly announces that such administrator is insolvent; or
(B)	information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably<br> confirms that the administrator of the RFR is insolvent,
---	---

provided that, in each case, at that time, there is no successor administrator to continue to provide the RFR;

(ii)	the administrator of the RFR publicly announces that it has ceased or will cease, to provide the RFR permanently or indefinitely and, at that time, there is no successor administrator to continue to provide the RFR; or
(iii)	the supervisor of the administrator of the RFR publicly announces that the RFR has been or will be permanently or indefinitely discontinued; or
---	---
(iv)	the administrator of the RFR or its supervisor announces that the RFR may no longer be used; or
---	---
(c)	the administrator of the RFR determines that the RFR should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:
---	---
(i)	the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Lender) temporary; or
---	---
(ii)	the RFR is calculated in accordance with any such policy or arrangement for a period no less than the period specified as the "RFR Contingency Period" in the Reference Rate Terms; or
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(d)	in the opinion of the Lender, the RFR is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.

"Replacement Reference Rate" means a reference rate which is:

(a)	formally designated, nominated or recommended as the replacement for the RFR by:
(i)	the administrator of the RFR (provided that the market or economic reality that such reference rate measures is the same as that measured by the RFR); or
---	---
(ii)	any Relevant Nominating Body,
---	---

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Reference Rate" will be the replacement under sub-paragraph (ii) above;

(b)	in the opinion of the Lender, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to the RFR; or

in the opinion of the Lender, an appropriate successor or alternative to the RFR.

3.11	Transition to a term-based rate
(a)	If there is extensive use of term-based rates in the loan markets, following the Borrower’s written request, the Borrower and the Lender shall negotiate and enter into a supplemental agreement to this Agreement in order to replace the<br> provisions relating to the Cumulative Compounded RFR Rate with a term SOFR based rate mechanism or other term-based rate provisions - prevailing in the loan markets at the time (and provided that the Lender has the technical ability for<br> effecting such transition to a term-based rate mechanism). Such amendments will only be applied from the date on which the conditions in paragraph (b) below have been satisfied and throughout the rest of the Security Period.
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(b)	For the avoidance of doubt, no agreement between the Lender and the Borrower regarding a term-based rate shall be or become effective under this Clause 3.11, without the prior written consent of the Lender<br> and unless and until:
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(i)	the Parties have executed such documents (including an agreement supplemental to this Agreement and an addendum to the Mortgage) documenting such agreement and any other documents requested by the Agent in<br> its absolute discretion; and
---	---
(ii)	the Borrower has delivered to the Lender such documents and evidence of the type referred to in Clause 7 (Conditions precedent) in relation to the documents<br> referred to in paragraph (i) above as requested by the Lender in its absolute discretion,
---	---

in each case in a form and substance satisfactory to the Lender.

AND for the purposes of this Clause 3.11:

“SOFR” means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate

4.	REPAYMENT - PREPAYMENT

4.1	Repayment

The Borrower shall and it is expressly undertaken by the Borrower to repay the Loan by (a) sixteen (16) consecutive quarterly Repayment Instalments (the “Repayment Instalments”) to be repaid on each of the Repayment Dates so that the first Repayment Instalment is repaid on the date falling three (3) months after the Drawdown Date and each of the subsequent ones consecutively falling due for payment on each of the dates falling three (3) months after the immediately preceding Repayment Date with the last (the 16^th^) of such Repayment Instalments falling due for payment on the Final Maturity Date and (b) the Balloon Instalment falling due for payment on the Final Maturity Date; subject to the provisions of this Agreement, the amount of each of the Repayment Instalments shall be as follows:

(i)	1^st^ to 4^th^ (both incl.) in the amount of Dollars One million ($1,000,000);<br> and
(ii)	5^th^ to 16^th^ (both incl.) in the amount of Dollars five hundred thousand<br> ($500,000;
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provided, that (a) if the last Repayment Date would otherwise fall after the Final Maturity Date, the last Repayment Date shall be the Final Maturity Date, (b) in the event that the Commitment is not drawn down in full by the last day of the Availability Period, the amount of each of the Repayment Instalments shall be proportionally reduced, (c) there shall be no Repayment Dates after the Final Maturity Date, (d) on the Final Maturity Date the Borrower shall also pay to the Lender any and all other moneys then due and payable under this Agreement and the other Finance Documents and (e) if any of the Repayment Instalments shall become due on a day which is not a Business Day, the due date therefor shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month in which event such due date shall be the immediately preceding Business Day.

4.2	Voluntary Prepayment

The Borrower shall have the right, upon giving the Lender not less than 10 RFR Banking Days’ notice in writing, to prepay, without penalty or prepayment fee, part or all of the Loan, in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the Borrower to the Lender hereunder or pursuant to the other Finance Documents and all interest accrued thereon, provided, that:

(a)	the giving of such notice by the Borrower will irrevocably commit the Borrower to prepay such amount as stated in such notice;
(b)	if the Borrower shall request consent to make such prepayment on a day other than the last day of an Interest Period the Borrower will pay, in addition to the amount to be prepaid, any such sum as may be payable to the Lender pursuant to<br> Clause 10.1 (Indemnity);
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(c)	any prepayment of less than the whole of the Loan will be applied either in or towards pro-rata reduction of the Balloon Instalment and the remaining Repayment Instalments or at Borrower’s request and in the sole discretion of the Lender<br> in order of maturity of the Repayment Instalments falling due after the date of prepayment;
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(d)	every notice of prepayment shall be effective only on actual receipt (including by fax or electronic mail) by the Lender, shall be irrevocable and shall oblige the Borrower to make such prepayment on the date specified;
(e)	the Borrower has provided evidence satisfactory to the Lender that any consent required by the Borrower or any Security Party in connection with the prepayment has been obtained and remains in force, and that any regulation relevant to<br> this Agreement which affects the Borrower or any Security Party has been complied with;
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(f)	no amount prepaid may be re-borrowed; and
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(g)	the Borrower may not prepay the Loan or any part thereof, save as expressly provided in this Agreement or as otherwise agreed by the Lender;
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Provided always that if the Borrower shall, subject always to Clause 4.2(a), make a prepayment on a Business Day other than the last day of an Interest Period in respect of the whole of the Loan, it shall, in addition to the amount prepaid and accrued interest, pay to the Lender any amount which the Lender may certify is necessary to compensate the Lender for any Break Costs incurred by the Lender as a result of the making of the prepayment in question.

4.3	Mandatory Prepayment
(a)	Total Loss of a Mortgaged Vessel: On a Mortgaged Vessel becoming a Total Loss:
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(i)	prior to the advancing of the Commitment (or any part thereof), the obligation of the Lender to advance the Commitment (or any part thereof) shall immediately cease and the Commitment shall be reduced to zero; or
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(ii)	in case the Commitment (or any part thereof) has been already advanced, on the earlier of (1) the date falling one hundred and eighty (180) days after the Total Loss Date and (2) the date of receipt by the Lender of the insurance<br> proceeds relating to such Total Loss or Requisition Compensation in respect of that Mortgaged Vessel
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and the Borrower shall thereupon be obliged to pay to the Lender the Required Amount (as hereinafter defined).

(b)	Sale or refinancing of a Mortgaged Vessel: In the event of a sale or other disposal or refinancing of a Mortgaged Vessel:
(i)	prior to the advancing of the Commitment (or any part thereof), the obligation of the Lender to advance the Commitment or such part thereof shall immediately cease and the Commitment shall be reduced to zero; or
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(ii)	in case the Commitment (or any part thereof), has been already advanced or in case of refinancing by another bank or financial institution of a Mortgaged Vessel or if the Borrower requests the Lender’s consent for the discharge of the Mortgage registered on a Mortgaged Vessel the Borrower shall thereupon be obliged to pay to the Lender the Required Amount (as<br> hereinafter defined) and the amount of the Loan shall, forthwith upon receipt of the proceeds of such sale or such other disposal or such refinancing by another bank or prior to the discharge of the<br> Mortgage registered on such Mortgaged Vessel, be reduced by an amount equal to the Required Amount (as hereinafter defined) and the Borrower shall thereupon be obliged to make such repayment of the Loan;
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and for the purpose of this Clause 4.3 “Required Amount” in relation to:

(1)	the Borrower’s Vessel, means the Outstanding Indebtedness at the relevant time; and
(2)	any Collateral Vessel, means an amount which after payment of the Relevant Percentage as defined in the Associated Loan Agreement and as provided in Clause 4.3 (Compulsory Prepayment in case of Total<br> Loss or sale or refinancing of a Vessel) of the Associated Loan Agreement is the higher of:
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(i) an amount equal to the proportion which the Market Value of such Mortgaged Vessel bears to the aggregate of the Market Values of all Mortgaged Vessels based on the valuations of such Vessels carried out under Clause 8.5(b) (Valuation of Vessels) immediately before the Total Loss occurred or the sale or other disposal of the relevant Mortgaged Vessel, as the case may be occurs; and

(ii) the amount which is required to be repaid to the Lender so that, after the payment to the Lender of the amount referred to in paragraph (aa), the aggregate of (1) the aggregate Market Value of the Vessels remaining mortgaged to the Lender determined in accordance with Clause 8.5(b) (Valuation of Vessels) immediately after the Total Loss or the sale or other disposal of the relevant Vessel, as the case may be is at least equal to 125% of the amount of the Loan;

4.4	Application by the Lender in case of compulsory prepayment

Any amount prepaid in accordance with Clause 4.3(a) (Total Loss of a Mortgaged Vessel), and Clause 4.3(b) (Sale

        of a Mortgaged Vessel\) which is less than the whole of the Outstanding Indebtedness will be applied by the Lender in or towards pro rata satisfaction of the outstanding Repayment Instalments and the Balloon Instalment.

4.5	Amounts payable on prepayment

Any prepayment of all or part of the Loan under this Agreement shall be made together with:

(a)	accrued interest on the prepaid amount to the date of such prepayment (calculated, in the case of a prepayment pursuant to Clauses 3.7 (Market disruption) and<br> 3.8 (Costs of funds);
(b)	any additional amount, if applicable, payable under Clause 5.3 (Gross Up) and/or 12.2 (Increased<br><br><br><br><br><br><br> cost) and 12.3 (Claim for increased cost);
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(c)	all other sums payable by the Borrower to the Lender under this Agreement or any of the other Finance Documents including, without limitation, any amounts payable under Clause 10 (Indemnities - Expenses – Fees); and
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(d)	in relation to any prepayment made on a date other than an Interest Payment Date in respect of the whole of the Loan, it shall, in addition to the amount prepaid and accrued interest, pay to the Lender any<br> amount which the Lender may certify is necessary to compensate the Lender for any Break Costs incurred by the Lender as a result of the making of the prepayment in question.
5.	PAYMENTS, TAXES, LOAN ACCOUNT AND COMPUTATION
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5.1	Payments – No set-off or counterclaims
(a)	The Borrower acknowledges that in performing its obligations under this Agreement, the Lender will be incurring liabilities to third parties in relation to the funding of amounts to the Borrower, such liabilities matching the liabilities<br> of the Borrower to the Lender and that it is reasonable for the Lender to be entitled to receive payments from the Borrower gross on the due date in order that the Lender is put in a position to perform its matching obligations to the<br> relevant third parties. Accordingly, all payments to be made by the Borrower under this Agreement and/or any of the other Finance Documents shall be made in full, without any set-off or counterclaim whatsoever and, subject as provided in<br> Clause 5.3 (Gross-up), free and clear of any deductions or withholdings or Governmental Withholdings whatsoever, as follows:
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(i)	in Dollars, not later than 10:00 a.m. (London time) on the Business Day (in Piraeus, Athens, London and New York City) on which the relevant payment is due under the terms of this Agreement; and
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(ii)	to the account of the Lender at Citibank N.A., 399, Park Avenue, New York 10022, N.Y., U.S.A. (SWIFT Code CITIUS33) for account of the Lender, account number 36251442 (Swift Code: CRBAGRAA), or such other bank in New York as the Lender may notify from time to time to the Borrower, reference: “DUKE SHIPPING CO.<br> -Loan Agreement dated: June, 2022”, provided, however, that the Lender shall have the right to change the place of account for payment, upon ten (10)<br> Business Days’ prior written notice to the Borrower from the date on which the relevant payment has to be made.
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(b)	If at any time it shall become unlawful or impracticable for the Borrower to make payment under this Agreement to the relevant account or bank referred to in Clause 5.1(a), the Borrower may request and the Lender may agree to alternative<br> arrangements for the payment of the amounts due by the Borrower to the Lender under this Agreement or the other Finance Documents.
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5.2	Payments on Business Days
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All payments due shall be made on a Business Day. If the due date for payment falls on a day which is not a Business Day, that payment due shall be made on the next following Business Day unless such Business Day falls in the next calendar month in which case payment shall be made on the immediately preceding Business Day.

5.3	Gross Up

If at any time any law, regulation, regulatory requirement or requirement of any governmental authority, monetary agency, central bank or the like compels the Borrower to make payment subject to Governmental Withholdings (other than a FATCA Deduction), the Borrower shall pay to the Lender such additional amounts as may be necessary to ensure that there will be received by the Lender a net amount equal to the full amount which would have been received had payment not been made subject to such Governmental Withholdings. The Borrower shall indemnify the Lender against any losses or costs incurred by the Lender by reason of any failure of the Borrower to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. The Borrower shall, not later than thirty (30) days after each deduction, withholding or payment of any Governmental Withholdings (other than a FATCA Deduction), forward to the Lender official receipts and any other documentary receipts and any other documentary evidence reasonably required by the Lender in respect of the payment made or to be made of any deduction or withholding or Governmental Withholding (other than a FATCA Deduction). The obligations of the Borrower under this provision shall, subject to applicable law, remain in force notwithstanding the repayment of the Loan and the payment of all interest due thereon pursuant to the provisions of this Agreement.

5.4	Mitigation

If circumstances arise which would result in an increased amount being payable by the Borrower under this Clause then, without in any way limiting the rights of the Lender under this Clause, the Lender shall use reasonable endeavours to transfer the obligations, liabilities and rights under this Agreement and the Security Documents to another office or financial institution not affected by the circumstances, but the Lender shall be under no obligation to take any such action if in its opinion, to do so would or might:

(a)	have an adverse effect on its business, operations or financial condition on the Lender; or
(b)	involve it in any activity which is unlawful or prohibited or any activity that is contrary to, or inconsistent, with any regulation of the Lender; or
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(c)	involve the Lender in any expense (unless indemnified to its reasonable satisfaction) or tax disadvantage.
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5.5	Claw-back of Tax benefit
---	---

    to the extent that the Lender can do so without prejudicing its retention of the amount of such credit or remission and without prejudice to the right of the Lender to obtain any other relief or allowance which may be available to it, reimburse the
    Borrower with such amount as the Lender shall in its absolute discretion certify to be the proportion of such credit or remission as will leave the Lender \(after such reimbursement\) in no worse position than it would have been in had there been no
    such deduction or withholding from the payment by the Borrower. Such reimbursement shall be made forthwith upon the Lender certifying that the amount of the credit or remission has been received by it, provided, always, that:

(a)	the Lender shall not be obliged to allocate this transaction any part of a tax repayment or credit which is referable to a number of transactions;
(b)	nothing in this Clause shall oblige the Lender to rearrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in priority to, another or to make any such claim within any<br> particular time or to disclose any information regarding its tax affairs and computations;
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(c)	nothing in this Clause shall oblige the Lender to make a payment which exceeds any repayment or credit in respect of tax on account of which the Borrower has made an increased payment under this Clause;
(d)	any allocation or determination made by the Lender under or in connection with this Clause shall be binding on the Borrower; and
---	---
(e)	without prejudice to the generality of the foregoing, the Borrower shall not, by virtue of this Clause 5.5, be entitled to enquire about the Lender’s tax affairs.
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5.6	Loan Account
---	---

All sums advanced by the Lender to the Borrower under this Agreement and all interest accrued thereon and all other amounts due under this Agreement from time to time and all repayments and/or payments thereof shall be debited and credited respectively to a separate loan account maintained by the Lender in accordance with its usual practices in the name of the Borrower. The Lender may, however, in accordance with its usual practices or for its accounting needs, maintain more than one account, consolidate or separate them but all such accounts shall be considered parts of one single loan account maintained under this Agreement. In case that a ship mortgage in the form of Account Current is granted as security under this Agreement, the account(s) referred to in this Clause shall be the Account Current referred to in such mortgage.

5.7	Computation

All interest and other payments payable by reference to a rate per annum under this Agreement shall accrue from day to day and be calculated on the basis of actual days elapsed and a 360 day year (or, in any case where the practice in the Relevant Market differs, in accordance with that market practice).

6.	REPRESENTATIONS AND WARRANTIES

6.1	Continuing representations and warranties

The Borrower hereby represents and warrants to the Lender as follows:

(a)

Due Incorporation/Valid Existence: each of the Borrower and the other corporate Security Parties is duly incorporated and validly existing and in good standing under the laws of their respective countries of incorporation, and have power to own their respective property and assets, to carry on their respective business as the same are now being lawfully conducted and to purchase, own, finance and operate vessels, or, as the case may be, manage vessels, as well as to undertake the obligations which they have undertaken or shall undertake pursuant to the Finance Documents;

(b)

Due Corporate Authority: each of the Borrower and the other corporate Security Parties has power to execute, deliver and perform its obligations under the Finance Documents to which it is a party and to borrow the Commitment and to make all the payments contemplated by, and to comply with, those Finance Documents to which that Security Party is a party and each of the corporate Security Parties has power to execute and deliver and perform its obligations under the Finance Documents to which it is or is to be a party; all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same and no limitation on the powers of the Borrower to borrow will be exceeded as a result of borrowing the Loan;

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(c)	No litigation: no litigation or arbitration, tax claim or administrative proceeding (including action relating to any alleged or actual breach of the ISM Code and the ISPS Code) involving a potential liability of the Borrower or<br> any other Security Party exceeding Five hundred thousand Dollars ($500,000) is current or pending or (to its or its officers’ knowledge) threatened against the Borrower (or any of them) or any other Security Party, which, if adversely<br> determined, would have a Material Adverse Effect on any of them;
(d)	No conflict with other obligations: the execution and delivery of, the performance of its obligations under, and compliance with the provisions of, the Finance Documents by the relevant Security Parties will not (i) contravene<br> any existing applicable law, statute, rule or regulation or any judgment, decree or permit to which the Borrower or any other Security Party is subject, (ii) conflict with, or result in any breach of any of the terms of, or constitute a<br> default under, any agreement or other instrument to which the Borrower or any other Security Party is a party or is subject to or by which it or any of its property is bound, (iii) contravene or conflict with any provision of the memorandum<br> and articles of association/articles of incorporation/by-laws/statutes or other constitutional documents of the Borrower or any other Security Party or (iv) result in the creation or imposition of or oblige the Borrower or any other<br> Security Party to create any Security Interest (other than a Permitted Security Interest) on any of the undertakings, assets, rights or revenues of the Borrower or any other Security Party;
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(e)	Financial Condition: to the knowledge of the officers/directors or shareholders of the Borrower the financial condition of the Borrower and of the other Security Parties has not suffered any material deterioration since that<br> condition was last disclosed to the Lender;
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(f)	No Immunity: neither the Borrower nor any other Security Party nor any of their respective assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include,<br> without limitation, suit, attachment prior to judgement, execution or other enforcement);
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(g)	Shipping Company: each of the Owners and the Approved Managers is a shipping company involved in the owning or, as the case may be, managing of ships engaged in international voyages and earning profits in free foreign currency;
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(h)	Licences/Authorisation: every consent, authorisation, license or approval of, or registration with or declaration to, governmental or public bodies or authorities or courts required by any Security Party to authorise, or required<br> by any Security Party in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of each of the Finance Documents or the performance by each Security Party of its obligations under the Finance<br> Documents to which such Security Party is or is to be 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 of the conditions or restrictions (if any) imposed in, or in<br> connection with, any of the same so far as the Borrower is aware;
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(i)	Perfected Securities: the Finance Documents do now or, as the case may be, will, upon execution and delivery (and, where applicable, registration as provided for in the Finance Documents):
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(i)	constitute the relevant Security Party's legal, valid and binding obligations enforceable against that Security Party in accordance with their respective terms (having the requisite corporate benefit which is legally and economically<br> sufficient); and
(ii)	create legal, valid and binding Security Interests (having the priority specified in the relevant Finance Document) enforceable in accordance with their respective terms over all the assets and revenues intended to be covered to which<br> they, by their terms, relate, subject to any relevant insolvency laws affecting creditors' rights generally;
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(j)	No third party Security Interests: without limiting the generality of Clause 6.1(i) (Perfected Securities), at the time of the execution and<br> delivery of each Finance Document to which the Borrower is a party:
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(i)	the Borrower will have the right to create all the Security Interests which that Finance Document purports to create; and
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(ii)	no third party will have any Security Interests (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates;
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(k)	No Notarisation/Filing/Recording: save for the registration of any mortgage in the relevant Registry, it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence of this Agreement or any of<br> the other Finance Documents that it or they or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere or that any stamp, registration or similar tax or charge be paid on or in<br> relation to this Agreement or the other Finance Documents;
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(l)	No conflict: There are no other agreements or arrangements which may adversely affect or conflict with the Finance Documents or the security thereby created;
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(m)	Taxes paid: the Borrower has paid all taxes applicable to, or imposed on or in relation to the Borrower, its business or the Borrower’s Vessel;
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(n)	Valid Choice of Law: the choice of law agreed to govern this Agreement and/or any other Finance Document and the submission to the jurisdiction of the courts agreed in each of the Finance Documents are or will be, on execution of<br> the respective Finance Documents, valid and binding on the Borrower and any other Security Party which is or is to be a party thereto; and
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(o)	Sanctions:
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(i)	none of the Security Parties:
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a)	is a Sanctions Restricted Person;
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b)	owns or controls directly or indirectly a Sanctions Restricted Person; or
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c)	has a Sanctions Restricted Person serving as a director, officer or, to the best of its knowledge, employee; and
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(ii)	no proceeds of the Loan shall be made available, directly or to the knowledge of the Borrower (after reasonable enquiry) indirectly, to or for the benefit of a Sanctions Restricted Person contrary to Sanctions or for transactions in a<br> Sanctions Restricted Jurisdiction nor shall they be otherwise directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions.
6.2	Initial representations and warranties
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The Borrower hereby further represents and warrants to the Lender that:

(a)	Direct obligations - Pari Passu: the obligations of the Borrower under this Agreement are direct, general and unconditional obligations of the Borrower and rank at least pari passu with all other present and future unsecured and<br> unsubordinated Financial Indebtedness of the Borrower with the exception of any obligations which are mandatorily preferred by law;
(b)	Information: all information, accounts, statements of financial position, exhibits and reports furnished by or on behalf of any Security Party to the Lender in connection with the negotiation and preparation of this Agreement and<br> each of the other Finance Documents are true and accurate in all material respects and not misleading, do not omit material facts and all reasonable enquiries have been made to verify the facts and statements contained therein; to the best<br> knowledge of the Directors/Officers or shareholders of the Borrower, there are no other facts the omission of which would make any fact or statement therein misleading and, in the case of accounts and statements of financial position, they<br> have been prepared in accordance with generally accepted accounting principles which have been consistently applied;
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(c)	No Default: no Default has occurred and is continuing;
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(d)	No Taxes: no Taxes are imposed by deduction, withholding or otherwise on any payment to be made by the Borrower under this Agreement and/or any other of the Finance Documents or are imposed on or by virtue of the execution or<br> delivery of this Agreement and/or any other of the Finance Documents or any document or instrument to be executed or delivered hereunder or thereunder. In case that any Tax exists now or will be imposed in the future, it will be borne by<br> the Borrower;
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(e)	No Default under other Financial Indebtedness: neither the Borrower nor any other Security Party is in Default under any agreement relating to Financial Indebtedness to which it/he is a party or by which it/he may be bound;
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(f)	Ownership/Flag/Seaworthiness/Class/Insurance of the Vessels: each Vessel is and on the Drawdown Date will be:
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(i)	in the absolute and free from Security Interests (other than Permitted Security Interests) ownership of the Owner thereof, who will on and after the Drawdown Date be the sole legal and beneficial owner of that Vessel;
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(ii)	registered in the name of the Owner thereof through the relevant Registry under the laws and flag of the relevant Flag State;
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(iii)	operationally seaworthy and in every way fit for service;
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(iv)	classed with the Classification Society which is a member of IACS and which has been approved by the Lender in writing and such class will be free of any overdue requirements and recommendations of the Classification Society affecting<br> class;
(v)	insured in accordance with the provisions of this Agreement and the Mortgage relative thereto;
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(vi)	managed by the Approved Manager; and
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(vii)	in full compliance with the ISM and the ISPS Code;
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(g)	No Charter: unless otherwise permitted in writing by the Lender, none of Vessels will on or before the Drawdown Date be subject to any charter or contract nor to any agreement to enter into any charter or contract which, if<br> entered into after the Drawdown Date would have required the consent of the Lender under any of the Finance Documents and there will not on or before the Drawdown Date be any agreement or arrangement whereby the Earnings of that Vessel may be shared with any other person;
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(h)	No Security Interests: neither any Vessel, nor its Earnings, Requisition Compensation or Insurances nor any other properties or rights which are, or are to be, the subject of any of the Security Documents nor any part thereof<br> will, on the Drawdown Date, be subject to any Security Interests other than Permitted Security Interests or otherwise permitted by the Finance Documents;
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(i)	Compliance with Environmental Laws and Approvals: except as may already have been disclosed by the Owners in writing to, and acknowledged in writing by, the Lender:
---	---
(i)	the Owners and their respective Related Companies have complied with the provisions of all Environmental Laws;
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(ii)	the Owners and their respective Related Companies have obtained all Environmental Approvals and are in compliance with all such Environmental Approvals; and
---	---
(iii)	none of the Owners nor any of and their respective Related Companies have received notice of any Environmental Claim that any Owner or any of its Related Companies is not in compliance with any Environmental Law or any Environmental<br> Approval;
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(j)	No Environmental Claims: except as may already have been disclosed by the Owners in writing to, and acknowledged in writing by, the Lender:
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(i)	there is no Environmental Claim in excess of Five hundred thousand Dollars ($500,000)pending or, to the best of the Borrower’s knowledge and belief, threatened against the Owners (or any of them)<br> or the Vessels (or any of them) or any of the Owners’ Related Companies or any other Relevant Ship; and
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(ii)	there has been no emission, spill, release or discharge of a Material of Environmental Concern from any of the Vessels or any other Related Ship or any of the Vessels owned by, managed or crewed by or chartered to any of the Owners<br> which could give rise to an Environmental Claim;
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(k)	Copies true and complete: the copies of the Management Agreements delivered or to be delivered to the Lender pursuant to Clause 7.2 (Conditions precedent to the making of the Commitment) are, or will when delivered be, true and complete copies of such documents; such documents will when delivered<br> constitute valid and binding obligations of the parties thereto enforceable in accordance with their respective terms and there will have been no amendments or variations thereof or defaults thereunder;
(l)	DOC and SMC: in relation to each Vessel the DOC applicable to their respective Approved Technical Manager and the SMC applicable to that Vessel are presently in full effect;
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(m)	Compliance with the ISM Code: each Vessel and the Operator complies with the requirements of the ISM Code and the SMC which has been be issued in respect of each relevant Vessel shall remain valid throughout the Security Period;
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(n)	Compliance with ISPS Code: each Borrower has a valid and current ISSC in respect thereof and and the Operator complies, with the requirements of the ISPS Code and the ISSC in respect of its Vessel shall remain valid throughout<br> the Security Period;
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(o)	Shareholding: each Borrower throughout the Security Period is and will continue to be until the Final Maturity Date a 100% direct or indirect owned subsidiary of Seanergy;
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(p)	Corporate Guarantor: the common shares of Seanergy are listed on the Nasdaq Stock Exchange and Seanergy is and will continue to be managed by the person(s) disclosed to the Lender at the<br> negotiation of this Agreement;
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(q)	No US Tax Obligor: (other than as disclosed to the Lender) none of the Security Parties and any corporate shareholder of any thereof is a US Tax<br> Obligor; and
---	---
(r)	Compliance with laws and regulations:
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aa)	Each Owner is in compliance in all material respects with any Environmental Laws and official requirements applicable to it and provided for under the European Union or the relevant international conventions as well the Environmental<br> Laws and regulations of its jurisdiction of incorporation which have as a purpose or effect the protection of, and/or prevention of harm or damage to, and/or improvement of, the environment; and implement the necessary measures and carry<br> out any necessary and designated action for the effective dealing with and remedy of the issues which, in the course of ordinary audits, are indicated to the Borrowers (or any of them), either from the competent authorities of its<br> jurisdiction of incorporation or from advisors specialized in this field having the required expertise;
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bb)	each Owner is in compliance in all material respects with any law or regulation applicable to it and pertaining to the labor and employment conditions, the occupational health and safety and the public health, safety and security and<br> implement the necessary measures and carry out any necessary and designated action for the effective dealing with and remedy of the issues which, in the course of ordinary audits, are indicated to the Borrowers (or any of them) either from<br> the competent authorities of its jurisdiction of incorporation or from advisors specialized in this field having the required expertise; and
cc)	each Owner is in compliance in all material respects with any law or regulation applicable to it and pertaining on the protection of the individual from the processing of personal data and no claim, notice or other communication is<br> received by it in respect of any actual or alleged breach of, or liability under, any such law or regulation which have or are reasonably likely to have a Material Adverse Effect.
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6.3	Acting for its own account - Money laundering
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The Borrower represents and warrants and confirms that it is the beneficiary of the Loan made or to be made available to it and it will promptly inform the Lender by

    written notice if it is not, or ceases to be, the beneficiary and notify the Lender in writing of the name and the address of the new beneficiary/beneficiaries; the Borrower is aware that under applicable
    money laundering provisions, it has an obligation to state for whose account the Loan is obtained; the Borrower confirms that, by entering into this Agreement and the other Finance Documents, it is acting on its own behalf and for its own account
    and it is obtaining the Loan for its own account. In relation to the borrowing by the Borrower of the Loan, the performance and discharge of its obligations and
      liabilities under this Agreement or any of the other Finance Documents and the transactions and other arrangements effected or contemplated by this Agreement or any of the Documents to which the Borrower is a party, it is acting for its own
      account and that the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure which has been implemented to combat “money laundering” \(as defined in Article 1 of the Directive
      \(91/308/EEC\) of the Council of the European Community\).

6.3	Representations Correct

At the time of entering into this Agreement all above representations and warranties or any other information given by the Borrower and/or the Corporate Guarantors to the Lender are true and accurate.

6.5	Repetition of Representations and Warranties

The representations and warranties in this Clause 6 (except in relation to the representations and warranties in Clause 6.2 (Initial representations and warranties)) shall be deemed to be repeated by the Borrower:

(a)	on the date of service of the Drawdown Notice;
(b)	on the Drawdown Date; and
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(c)	on each Interest Payment Date throughout the Security Period,
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as if made with reference to the facts and circumstances existing on each such day.

7.	CONDITIONS PRECEDENT

7.1	Conditions precedent to the execution of this Agreement

The obligation of the Lender to make the Commitment or any part thereof available shall be subject to the condition that the Lender shall have received, not later than the day on which the Drawdown Notice in respect of the Commitment or such part thereof is given, the following documents and evidence in form substance satisfactory to the Lender:

(a)	Constitutional Documents: a duly certified true copy of the Articles of Incorporation and By-Laws or the Memorandum and Articles of Association, or of any other constitutional documents, as the case may be, of each corporate<br> Security Party;
(b)	Certificates of incumbency: a recent certificate of incumbency of each corporate Security Party issued by the appropriate authority or, as appropriate, signed by the secretary or a director thereof, stating the officers and the<br> directors of each of them;
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(c)	Shareholding: a written letter or statement addressed to the Lender from individual(s) acceptable to the Lender confirming the identity of the shareholder(s) of the Borrower, in line with<br> “know your customer” procedures of the Lender;
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(d)	Resolutions: minutes of separate meetings of the directors and (if required) shareholders of each corporate Security Party at which there was approved (inter alia) the entry into, execution, delivery and performance of this<br> Agreement, the other Finance Documents and any other documents executed or to be executed pursuant hereto or thereto to which the relevant corporate Security Party is or is to be a party;
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(e)	Powers of Attorney: the original of any power(s) of attorney and any further evidence of the due authority of any person signing this Agreement, the other Finance Documents, and any other documents executed or to be executed<br> pursuant hereto or thereto on behalf of any corporate person;
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(f)	Consents: evidence that all necessary licences, consents, permits and authorisations (including exchange control ones) have been obtained by any Security Party for the execution, delivery, validity, enforceability, admissibility<br> in evidence and the due performance of the respective obligations under or pursuant to this Agreement and the other Finance Documents;
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(g)	Fees: evidence that the fees referred to in Clause 10.10 (Fees) have been paid in full;
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(h)	DOC: a copy of the DOC applicable to the Technical Approved Managers certified as true and in effect;
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(i)	Other documents: any other documents or recent certificates or other evidence which would be reasonably required by the Lender in relation to any corporate Security Party evidencing that the relevant Security Party has been<br> properly established, continues to exist validly and is in good standing;
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(j)	Management Agreements-Assignable Charterparty: a copy of each of the following documents certified as true and complete by the legal counsel of the Borrower:
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(i)	each Management Agreement evidencing that the relevant Vessel is managed by the respective Approved Manager on terms acceptable to the Lender; and
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(ii)	any Assignable Charterparty;
(k)	Borrower’s Operating Account: evidence that the Borrower’s Operating Account has been duly opened and all mandate forms and other legal documents required for the opening of an account under any applicable law, as well as<br> signature cards and properly adopted authorizations have been duly delivered to and have been accepted by the compliance department of the Lender.
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7.2	Conditions precedent to the making of the Commitment
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The obligation of the Lender to advance the Commitment (or any part thereof) is subject to the further condition that the Lender shall have received simultaneously with the drawdown of the Commitment or the relevant part thereof:

(a)	Conditions precedent: evidence that the conditions precedent set out in Clause 7.1 (Conditions<br><br><br><br><br><br><br> precedent to the execution of this Agreement) remain fully satisfied;
(b)	Drawdown Notice: the Drawdown Notice duly executed and issued;
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(c)	Security Documents: the originals of the Accounts Pledge Agreements, Corporate Guarantees, Mortgages, General Assignments, Approved Manager’s Undertakings, any Charterparty Assignment<br> relating to any Assignable Charterparty and relevant Insurance Letter (and of each document to be delivered by each of them) each in respect of the relevant Vessel and each duly executed and where<br> appropriate duly registered with the relevant Registry or any other competent authority (as required);
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(d)	Title and no Security Interests: evidence that, prior to or simultaneously with the drawdown, each Vessel has been or will - as regards the Collateral Vessels, on the Drawdown Date - be<br> duly registered in the ownership of its Owner with the relevant Registry and under the laws and flag of the relevant Flag State free from any Security Interests save for those in favour of the Lender and otherwise as contemplated herein;
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(e)	Insurances: evidence in form and substance satisfactory to the Lender that the Vessels have been or will on or, as the case may be, prior to the Drawdown Date be insured in accordance with<br> the insurance requirements provided for in this Agreement and the other Security Documents (in amounts not less than such sum which is at least equal to the greater of (i) the aggregate full Market Value of the Mortgaged Vessels and<br> (ii) such sum which when aggregated with the aggregated insured value of all the Mortgaged Vessels is at least equal to 125% of the aggregate of (aa) the Loan and (bb) the Associated Loan at the relevant time, provided however that<br> the Borrower’s Vessel has been or will be insured in accordance with the insurance requirements provided for in this Agreement and the other Security Documents in amounts not less than such sum which is at least equal to the greater<br> of (i) the full Market Value of the Borrower’s Vessel and (ii) the Loan, together with an opinion from insurance consultants (appointed by the Lender at the Borrower’s expense) as to the adequacy of the insurances effected or to be effected<br> in respect of that Vessel, to be followed by full copies of cover notes, policies, certificates of entry or other contracts of insurance and irrevocable authority is hereby given to the Lender at any time at its discretion to obtain copies<br> of the policies, certificates of entry or other contracts of insurance from the insurers and/or obtain any information in relation to the Insurances relating to that Vessel;
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(f)	Insurers’ confirmations: all necessary confirmations from the insurers of each of the Vessels that they will issue letters of undertaking and endorse notice of assignment and loss payable clauses on the Insurances, in form and<br> substance satisfactory to the Lender in its sole discretion and - in the event of fleet cover - accompanied by waivers for liens for unpaid premium of other vessels managed by the Approved Manager and which are not subject to any mortgage<br> in favour of the Lender) and (if required by the Lender) an opinion signed by an independent firm of marine insurance brokers appointed and/or approved by the Lender at the expenses of the Borrower confirming the adequacy of the Insurances<br> maintained on each Vessel;
(g)	MII: the MII shall have been reimbursed by the Borrower as provided in Clause 10.7 (MII costs);
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(h)	Access to class records: due authorisation in form and substance satisfactory to the Lender authorising the Lender to have access and/or obtain any copies of class records or other information at its discretion from the<br> Classification Society of each Vessel, provided however, that the Lender shall not exercise such right unless and until an Event of Default has occurred and is continuing;
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(i)	Notices of assignment: duly executed notices of assignment in the form prescribed by the Security Documents;
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(j)	Mortgage registration; evidence that each Mortgage on the Drawdown Date will be registered against the Vessel relative thereto through the relevant Registry under the laws and flag of the<br> relevant Flag State.
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(k)	Trading Certificates: copies of the trading certificates of each Vessel certified as true and complete by the legal counsel of the Borrower evidencing the same to be valid and in force;
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(l)	Class confirmation: evidence from the Classification Society that each Vessel is classed with the class notation (referred to in the Mortgage relative<br> thereto), with the Classification Society or to a similar standard with another classification society of like standing to be specifically approved by the Lender and remains free from any overdue requirements or recommendations affecting<br> her class;
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(m)	Trim and stability booklet: a true copy of an extract of the trim and stability booklet evidencing the lightweight of each Vessel;
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(n)	DOC and SMC: true and complete copies of (i) the DOC referred to in paragraph (a) in the definition of the ISM Code Documentation and (ii) of the SMC for each Vessel;
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(o)	ISM Code Documentation: copies of such applications for ISM Code Documentation as the Lender may by written notice to the Borrower have requested not later than two (2) days before the Drawdown Date certified as true and complete<br> in all material respects by the Borrower or the Approved Manager;
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(p)	ISPS Code:
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(i)	evidence satisfactory to the Lender that each Vessel is subject to a ship security plan which complies with the ISPS Code; and
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(ii)	upon its issuance, a copy, certified as a true and complete copy of the ISSC for the Borrower’s Vessel;
(q)	Valuation: recent charter free valuation of the Borrower’s Vessel, at the Borrower’s expense, as at a date determined by the Lender, prepared on the basis specified in Clause 8.5(b) (Valuation of Vessels) by an Approved Shipbroker in form and substance satisfactory to the Lender, for the purposes of determining the amount of the Loan as per Clause 1.1 (Amount and purpose);
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(r)	Insurance Letter: the Insurance Letter duly executed;
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(s)	Pledged Deposit: evidence that the Borrower has deposited the Pledged Deposit of Five hundred thousand Dollars ($500,000) as provided in Clause 8.1(j) (Pledged Deposit);
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(t)	Liquidity: evidence that the Borrower has deposited the liquidity set out in Clause 8.1 (l) (Liquidity
---	---
(u)	No Security Interests: evidence that no Security Interests are registered against the Borrower’s Vessel on her previous register;
---	---
(v)	Arrangement Fee: the arrangement fee referred to in Clause 10.11 (Arrangement Fee) has been paid to the Lender;
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(w)	Acknowledgement of Receipt: a receipt in writing in form and substance satisfactory to the Lender including an acknowledgement and admission of the Borrower and/or any other Security Party to the effect that the Loan was drawn by<br> the Borrower and a declaration by the Borrower that all conditions precedent have been fulfilled, that there is no Event of Default and that all the representations and warranties are true and correct;
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(x)	Legal opinions: draft opinion from lawyers appointed by the Lender as to all the matters referred to in Clauses 6.1(a) (Due Incorporation/Valid Existence) and (b) (Due Corporate Authority) and all such aspects of law as the Lender shall deem relevant to this Agreement and the other Finance Documents and any other documents executed pursuant hereto or<br> thereto and any further legal or other expert opinion as the Lender at its discretion may require;
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(y)	Security Parties’ process agent: a letter from each Security Party’s agent for receipt of service of proceedings referred to in each Security Document to which the relevant Security Party is a party, accepting its appointment<br> under each of the relevant Security Documents; and
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(z)	Flag State opinion: draft opinion of legal advisers to the Lender on matters of the laws of the relevant Flag State(s).
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7.3	No change of circumstances
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The obligation of the Lender to advance the Commitment or any part thereof is subject to the further condition that at the time of the giving of the Drawdown Notice and on the Drawdown Date:

(a)	Representations and warranties: the representations and warranties set out in Clause 6 (Representations and warranties) and in each of the other Finance Documents are true and<br> correct on and as of each such time as if each was made with respect to the facts and circumstances existing at such time;
(b)	No Default: no Default shall have occurred and be continuing or would result from the drawdown of the Loan; and
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(c)	No change: the Lender shall be satisfied that (i) there has been no change in the control of any of the Owners (or any of them) from that disclosed to the Lender at the negotiation of this Agreement and no change directly or<br> indirectly in the ownership, beneficial ownership, or management of the Owners (or any of them), or any share therein or of the Vessels (or either of them) and (ii) there has been no Material Adverse Change in the financial condition of<br> any Security Party which (change) might, in the sole opinion of the Lender, be detrimental to the interests of the Lender.
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7.4	Know your customer and money laundering compliance
---	---

The obligation of the Lender to advance the Commitment or any part thereof is subject to the further condition that the Lender, prior to or simultaneously with the drawdown, shall have received, to the extent required by any change in applicable law and regulation or any changes in the Lender’s own internal guidelines since the date on which the applicable documents and evidence were delivered to the Lender pursuant to Clause 8.9 (Know your customer and money laundering compliance), such further documents and evidence as the Lender shall require to identify the Borrower and the other Security Parties and any other persons involved or affected by the transaction(s) contemplated by this Agreement.

7.5	Further documents

Without prejudice to the provisions of this Clause 7, and provided reasonable notice is given to the Borrower by the Lender, the Borrower hereby undertakes with the Lender to make or procure to be made such amendments and/or additions to any of the documents delivered to the Lender in accordance with this Clause 7 and to execute and/or deliver to the Lender or procure to be executed and/or delivered to the Lender such further documents as the Lender and its legal advisors may reasonably require to satisfy themselves that all the terms and requirements of this Agreement have been complied with.

7.6	Waiver of conditions precedent

The conditions specified in this Clause 7 are inserted solely for the benefit of the Lender and may be waived by the Lender in whole or in part and with or without conditions. Without prejudice to any of the other provisions of this Agreement, in the event that the Lender, in its sole and absolute discretion, makes the Commitment available to the Borrower prior to the satisfaction of all or any of the conditions referred to in Clause 7.1 Conditions precedent to the execution of this Agreement, Clause 7.2 (Conditions precedent to the making of the Commitment) and Clause 7.3 (No change of circumstances), the Borrower hereby covenants and undertakes to satisfy or procure the satisfaction of such condition or conditions by no later than fourteen (14) days after the Drawdown Date or within such longer period as the Lender may, in its sole and absolute discretion, agree to or specify.

8.	UNDERTAKINGS

8.1	General

The Borrower hereby undertakes with the Lender that, from the date of this Agreement and so long as any moneys are owing under any of the Finance Documents and until the full and complete payment and discharge of the Outstanding Indebtedness, it will:

(a)	Notice on adverse change or Default: promptly inform the Lender upon becoming aware of any occurrence which might adversely affect the ability of any Security Party to perform its obligations under any of the Finance Documents<br> and, without limiting the generality of the foregoing, will inform the Lender of any Default forthwith upon becoming aware thereof and will from time to time, if so requested by the Lender, confirm to the Lender in writing that, save as<br> otherwise stated in such confirmation, no Default has occurred and is continuing;
(b)	Consents and licenses: without prejudice to Clause 6 (Representations and warranties) and Clause 7 (Conditions precedent), obtain<br> or cause to be obtained, maintain in full force and effect and comply in all material respects with the conditions and restrictions (if any) imposed in, or in connection with, every consent, authorisation, license or approval of<br> governmental or public bodies or authorities or courts and do or cause to be done, all other acts and things which may from time to time be necessary or desirable under applicable law for the continued due performance of all the obligations<br> of the Security Parties under each of the Finance Documents;
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(c)	Use of Loan proceeds: use the Loan exclusively for the purposes specified in Clause 1.1 (Amount and Purpose);
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(d)	Pari passu: ensure that its obligations under this Agreement shall, without prejudice to the provisions of this Clause 8.1, at all times rank at least pari passu with all its other present and future unsecured and unsubordinated<br> Financial Indebtedness with the exception of any obligations which are mandatorily preferred by law and not by contract;
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(e)	Financial statements: send or procure that there are sent to the Lender:
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(i)	as soon as possible, but in no event later than 180 days after the end of each Financial Year of the Owners and Seanergy, their annual –unaudited, in the case of the Owners and audited, in the case of Seanergy - financial statements for<br> that Financial Year (commencing with the financial statements for the Financial Year ending on 31^st^ December 2021); and
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(ii)	promptly after each request by the Lender, such further financial or other information in respect of each Owner, each Vessel, the Corporate Guarantor, the other Security Parties and the Group as may reasonably be requested by the Lender;
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(f)	Form of financial statements: all accounts delivered under Clause 8.1(f) (Financial Statements) will:
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(i)	be prepared in accordance with US-GAAP consistently applied and, in the case of any audited financial statements, be certified by an Approved Auditor;
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(ii)	fairly represent the financial condition of each of the Borrower and the Corporate Guarantors at the date of those accounts and of their profit for the period to which those accounts relate; and
(iii)	fully disclose or provide for all significant liabilities of the Borrower, the Group and the Corporate Guarantors and each of its/their subsidiaries;
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(g)	Provision of further information: promptly, when requested, provide the Lender with such financial and other information and accounts relating to the business, undertaking, assets, liabilities, revenues, financial condition or<br> affairs of any Security Party and such other further general information relating to any Security Party as the Lender from time to time may reasonably require;
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(h)	Financial Information: provide the Lender from time to time as the Lender may reasonably request with information on the financial conditions, cash flow position, commitments and operations of the<br> Borrower and the Corporate Guarantors including cash flow analysis and voyage accounts of the Vessels with a breakdown of income and running expenses showing net trading profit, trade payables and trade receivables, such financial details<br> to be certified by an authorized signatory of the relevant Security Party as to their correctness;
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(i)	Information on the employment of the Vessels: provide the Lender, and/or procure that the Lender is provided, from time to time as the Lender may request with information on the employment of the Vessels, as well as on the terms<br> and conditions of any charterparty, contract of affreightment, agreement or related document in respect of the employment of the Vessels, such information to be certified by one of the directors of the respective Owner as to their<br> correctness;
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(j)	Banking operations: subject to the provisions of Clause 13.7 (Relocation of Borrower’s Operating Account), ensure that all banking operations in connection with the Vessels are carried out<br> through the respective Operating Accounts;
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(k)	Pledged Deposit: ensure that as from the Drawdown Date and throughout the remainder of the Security Period the Borrower shall maintain in the Borrower’s Operating<br><br><br><br><br><br><br> Account with the Lender cash minimum liquidity in the amount of Five hundred thousand Dollars ($500,000) pledged in favour of the Lender (herein, the “Pledged Deposit”);
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(l)	Liquidity: procure that Seanergy shall maintain cash including cash equivalents, restricted cash and term deposits (which, without limitation, shall include the balances standing in each<br> Operating Account) in account(s) minimum free liquidity of Five hundred thousand Dollars ($500,000) per each ship owned by a Subsidiary of Seanergy and Seanergy shall provide on Lender’s demand evidence satisfactory to the Lender of such minimum free liquidity;
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(m)	Subordination: ensure that all Financial Indebtedness of the Borrower to its shareholders is fully subordinated to the rights of the Lender under the Finance Documents, all in a form<br> acceptable to the Lender and to subordinate to the rights of the Lender under the Finance Documents any Financial Indebtedness issued to it by its shareholders, , all in a form acceptable to the Lender;
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(n)	Obligations under Finance Documents: duly and punctually perform each of the obligations expressed to be assumed by it under the Finance Documents to which is or it is to be a party;
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(o)	Payment on demand: pay to the Lender promptly upon demand any sum of money which is due and payable by the Borrower to the Lender under this Agreement but in respect of which it is not specified in any other Clause when it is due<br> and payable; and
(p)	Compliance with Laws and Regulations: to comply, or procure compliance with all laws or regulations relating to the Owners and/or the Vessels, its ownership, operation and management or to the<br> business of the Owners and cause this Agreement and the other Finance Documents to comply with and satisfy all the requirements and formalities established by the applicable laws to perfect this Agreement and the other Finance Documents<br> as valid and enforceable Finance Documents;
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(q)	Maintenance of Security Interests:
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(i)	at its own cost, do all that it reasonably can to ensure that any Finance Document validly creates the obligations and the Security Interests which it purports to create; and
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(ii)	without limiting the generality of sub paragraph (i) above, at its own cost, promptly register, file, record or enrol any Finance Document with any court or authority in all Relevant Jurisdictions, pay any stamp, registration or similar<br> tax in all Relevant Jurisdictions in respect of any Finance Document, give any notice or take any other step which may be or has become necessary or desirable for any Finance Document to be valid, enforceable or admissible in evidence or to<br> ensure or protect the priority of any Security Interest which it creates;
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(r)	Inspections/Surveys: once per year or in case an Event of Default has occurred and is continuing at any time that the Lender might consider to be necessary or useful, have its Vessel and or procure that each Collateral Owner have<br> its Collateral Vessel inspected and/or surveyed at the expense of the Borrower by surveyors and/or inspectors appointed by the Lender and the Borrower hereby duly authorise the Lender to review the insurance and operating records of the<br> Borrower provided that any inspections/surveys/reviews are conducted at reasonable times and without interfering with the daily operations and the ordinary trading of the Vessel;
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(s)	Notification of litigation: provide the Lender with details of any legal or administrative action involving the Owners (or any of them), any Security Party, the Approved Manager, the Vessels (or any of them), the Earnings of the<br> Vessels or the Insurances of the Vessels as soon as such action is instituted or it becomes apparent to the Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be considered<br> material in the context of any Finance Document and the Borrower shall procure that all reasonable measures are taken to defend any such legal or administrative action;
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(t)	Notification of default: the Borrower will notify the Lender as soon as the Borrower becomes aware of:
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(i)	the occurrence of an Event of Default; or
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(ii)	any matter which indicates that an Event of Default may have occurred,
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and will keep the Lender fully up-to-date with all developments;

(u)	Principal place of business: maintain its place of business, and keep its corporate documents and records, at the address referred to in Clause 16.1 (Notices); and will not<br> establish, or do anything as a result of which it would be deemed to have, a place of business in the United Kingdom or the United States of America;
(v)	Compliance with Covenants: duly and punctually perform all obligations under this Agreement and the other Finance Documents; and
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(w)	No US Tax Obligor: The Borrower shall procure that, unless otherwise agreed by the Lender, no Security Party shall become a US Tax Obligor (other than as disclosed to the Lender).
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8.2	Negative undertakings
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The Borrower undertakes with the Lender that, from the date of this Agreement and so long as any moneys are owing under the Finance Documents and until the full and complete payment and discharge of the Outstanding Indebtedness, it will not, without the prior written consent of the Lender:

(a)	Negative pledge:
(i)	cease to hold the legal title to, and own the entire beneficial interest in its Vessel, its Insurances and Earnings, free from all Security Interests and other interests and rights of every kind, except for those created by the Finance<br> Documents and the effect of the assignments contained in the Borrower’s General Assignment and any other Finance Documents; and
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(ii)	create or permit any Security Interest (other than a Permitted Security Interest) to subsist, arise or be created or extended over all or any part of its present or future undertakings, assets, rights or revenues to secure or prefer any<br> present or future Financial Indebtedness or other liability or obligation of the Borrower or any other person other than in the normal course of its business of owning, financing and operating vessels and owning or acquiring ship-owning<br> companies;
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(b)	No further Financial Indebtedness: incur no further Financial Indebtedness nor authorise or accept any capital commitments (other than that normally associated with the day to day operations, maintenance and repair of its Vessel)<br> nor enter into any agreement for payment on deferred terms or hire agreement;
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(c)	No merger: merge or consolidate with any other person;
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(d)	No disposals:
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(i)	sell, transfer, abandon, lend, lease or otherwise dispose of or cease to exercise direct control over any part (being either alone or when aggregated with all other disposals falling to be taken into account pursuant to this Clause<br> 8.2(d), material in the opinion of the Lender, in relation to the undertakings, assets, rights and revenues of the Borrower) of its present or future undertaking, assets, rights or revenues (otherwise than by transfers, sales or disposals<br> for full consideration in the ordinary course of operation and trading) whether by one or a series of transactions related or not;
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(ii)	transfer, lease or otherwise dispose of any debt payable to it or any other right (present, future or contingent right) to receive a payment, including any right to damages or compensation;

but paragraphs (i) and (ii) do not apply to:

(aa)	any charter of a Vessel; and
(bb)	any sale of a Vessel to a bona fide third party on arm’s length terms, otherwise than as provided in Clause 4.3(b) (Sale or refinancing of a Vessel);
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(e)	No other business: undertake any type of business other than the ownership and operation of its Vessel and the chartering of its Vessel to third parties;
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(f)	No acquisitions: acquire any further assets other than its Vessel and rights arising under contracts entered into by or on behalf of the Borrower in the ordinary course of its business of owning, operating and chartering its<br> Vessel;
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(g)	No investments: make any investments in any person, asset, firm, corporation, joint venture or other entity;
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(h)	No other liabilities or obligations to be incurred: incur any liability or obligation (including, without limitation, any Financial Indebtedness or any obligations under a guarantee or<br> sale and leaseback transaction) except:
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(i)	liabilities and obligations under the Finance Documents to which it is or, as the case may be, will be a party; and
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(ii)	liabilities or obligations reasonably incurred in the normal course of its business of trading, operating and chartering, maintaining and repairing its Vessel (and for the purposes of this Clause 8.2(h) fees to be paid pursuant to the<br> Management Agreement in respect of its Vessel shall be considered as permitted obligations under the Finance Documents) (including, without limitation, any Financial Indebtedness owing to its shareholder(s) or the Approved Manager, subject<br> to the Borrower ensuring on or prior to the Drawdown Date, that the rights of the Lender thereunder are fully subordinated in writing pursuant to a subordination agreement acceptable to the Lender);
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(i)	No borrowing: incur any Financial Indebtedness except for Financial Indebtedness pursuant to the Finance Documents or in the ordinary course of business of operating, maintaining and repairing its Vessel;
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(j)	No repayment of borrowings: repay the principal of, or pay interest on or any other sum in connection with, any of its Financial Indebtedness except for Financial Indebtedness pursuant to the Finance Documents or in the ordinary<br> course of business of operating, maintaining and repairing its Vessel;
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(k)	No payments: unless otherwise provided in this Agreement and the other Finance Documents (and then only to the extent expressly permitted by the same) not pay out any funds (whether out of the Earnings or out of moneys collected<br> under the relevant General Assignment and/or the other Finance Documents or not) to any person except in connection with the administration of that Borrower and the operation and/or maintenance and/or repair and/or trading of its Vessel;
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(l)	No guarantees: issue any guarantees or indemnities or otherwise become directly or contingently liable for the obligations of any person, firm, or corporation except pursuant to the Finance Documents and except for, in the case of<br> such Owner, guarantees or indemnities from time to time required in the ordinary course of its business or by any protection and indemnity or war risks association with which its Vessel is entered, guarantees required to procure the release<br> of its Vessel from any arrest, detention, attachment or levy or guarantees or undertakings required for the salvage of its Vessel;
(m)	No loans: make any loans or advances to, or any investments in any person, firm, corporation, joint venture or other entity including (without limitation) any loan or advance or grant any credit (save for normal trade credit in<br> the ordinary course of business) to any officer, director, stockholder or employee or any other company managed by the Approved Manager directly or through the managers of its Vessel or agree to do so provided, always, that any<br> loans of its shareholders to the Borrower shall be fully subordinated to the Borrower's obligations under this Agreement and the other Finance Documents;
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(n)	No securities: permit any Financial Indebtedness of the Borrower to any person (other than the Lender) to be guaranteed by any person (save, in the case of the Borrower, for guarantees or indemnities from time to time required in<br> the ordinary course by any protection and indemnity or war risks association with which its Vessel is entered, guarantees required to procure the release of its Vessel from any arrest, detention, attachment or levy or guarantees or<br> undertakings required for the salvage of its Vessel);
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(o)	No dividends or distribution: declare or pay any dividends or make any other distribution under any name or description upon any of the issued shares or effect any form of redemption, purchase or return of share capital or<br> otherwise dispose of any of its present or future assets, undertakings, rights or revenues to any of the shareholders of the Borrower, Provided that the Borrower may declare or pay any dividends or make any other distribution under<br> any name or description upon any of the issued shares if (aa) no Event of Default has occurred and is continuing (bb) no Event of Default results from the payment of such dividends or the making of any other form of distribution or any<br> redemption, purchase or return of share capital;
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(p)	No subsidiaries: form or acquire any Subsidiaries;
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(q)	No change of Business Structure: change the nature, organisation and conduct of the business of the Borrower as owner of its Vessel or carry on any business other than the business carried on at the date of this Agreement;
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(r)	No change of Legal Structure: (such consent not be unreasonably withheld) ensure that none of the documents defining the constitution of the Borrower shall be materially (in the Lender’s opinion) altered in any manner whatsoever;
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(s)	No Security Interest of Assets: other than Permitted Security Interests, allow any part of its undertaking, property, assets or rights, whether present or future, to be mortgaged, charged, pledged, used as a lien or otherwise<br> encumbered;
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(t)	Master Agreement Derivatives: not enter into any transaction in a derivative other than any under a master agreement entered into with the Lender;
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(u)	No change of control: ensure that no change shall be made directly or indirectly in the ownership and the management of the Borrower;
(v)	Stock Exchange: Seanergy remains a public listed company at the Nasdaq Stock Exchange and continue to be managed by the person(s) disclosed to the Lender at the negotiation of this Agreement.
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8.3	Undertakings concerning the Borrower’s Vessel
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The Borrower hereby undertakes with the Lender that, from the date of this Agreement and until the full and complete payment and discharge of the Outstanding Indebtedness, that it will:

(a)	Chartering: not without the prior written consent of the Lender which shall not be unreasonably withheld (and then only subject to such conditions as the Lender may impose) let or agree to let its Vessel:
(i)	on demise charter for any period; or
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(ii)	by any Assignable Charterparty; or
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(iii)	other than on at arm’s length basis;
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(b)	Laid-up: without the prior written consent of the Lender not de-activate or lay up its Vessel;
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(c)	No amendment to Assignable Charterparty: not waive or fail to enforce, any Assignable Charterparty to which it is a party or any of its provisions, and will promptly notify the Lender of any<br> material amendment or supplement to any Assignable Charterparty;
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(d)	Approved Manager: not without the prior written consent of the Lender (such consent not to be unreasonably withheld or delayed) agree or appoint a manager of its Vessel other than the Approved Manager;
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(e)	Ownership/Management/Control: ensure that its Vessel remains registered in the ownership of the Borrower under the laws of the relevant Flag State and thereafter ensure its Vessel will maintain her ownership, management and<br> control;
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(f)	Class: ensure that its Vessel will remain in class free of overdue recommendations or average damage affecting class or permitted by the Classification Society and provide the Lender on demand with copies of all class and trading<br> certificates of its Vessel;
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(g)	Insurances: ensure that all Insurances (as defined in the relevant Mortgage/General Assignment) of its Vessel is maintained and comply with all insurance requirements specified in this Agreement<br> and in the relevant Mortgage and in case of failure to maintain its Vessel so insured, authorise the Lender (and such authorisation is hereby expressly given to the Lender) to have the right but not the obligation to effect such<br> Insurances on behalf of the Borrower (and in case that its Vessel remains in port for an extended period) to effect port risks insurances at the cost of the Borrower which, if paid by the Lender, shall be Expenses; the Lender shall be<br> entitled to obtain once per year at Borrower’s expense an opinion from insurance consultants (appointed by the Lender at the Borrower’s expense) as to the adequacy of the insurances effected or to be effected in respect of its Vessel, Provided<br><br><br><br><br><br><br> that (i) if an Event of Default has occurred and is continuing or (ii) if there has been any change in the insurance placement within such year or (iii) if there has been a Material Adverse Change of the financial condition of any<br> of the insurers of its Vessel at the Lender’s sole opinion, the Lender shall be entitled to obtain at Borrower’s expense such opinion from such insurance consultants at any time it deems necessary;
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(h)	Transfer/Security Interests: not without the prior written consent of the Lender sell or otherwise dispose of its Vessel or any share therein or create or agree to create or permit to subsist any Security Interest over its Vessel<br> (or any share or interest therein other than Permitted Security Interests;
(i)	Not imperil Flag, Ownership, Insurances: ensure that its Vessel is maintained and trades in conformity with the laws of the relevant Flag State, of its owning company or of the nationality of the officers, the requirements of the<br> Insurances and nothing is done or permitted to be done which could endanger the flag of its Vessel or its unencumbered (other than Permitted Security Interests) ownership or its Insurances;
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(j)	Mortgage Covenants: always comply with all the covenants provided for in the Borrower’s Mortgage;
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(k)	Assignment of Earnings: not assign or agree to assign otherwise than to the Lender the Earnings or any part thereof.
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(l)	Sharing of Earnings: ensure that none of the Owners:
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(i)	(save for agreements for the sharing of Earnings made between the Owners) will enter into any agreement or arrangement for the sharing of any Earnings and/or;
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(ii)	not enter into any agreement or arrangement for the postponement of any date on which any Earnings are due; the reduction of the amount of any Earnings or otherwise for the release or adverse alteration of any right of the Borrower to<br> any Earnings; and/or
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(iii)	not enter into any agreement or arrangement for the release of, or adverse alteration to, any guarantee or Security Interest relating to any Earnings;
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(m)	Assignable Charterparty: ensure and procure that in the event of its Vessel being employed under an Assignable Charterparty:
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(i)	It shall execute and deliver to the Lender within fifteen (15) days of signing thereof a specific assignment of all its rights, title and interest in and to such charter and any charter guarantee (if available) in the form of a<br> Charterparty Assignment and a notice of such assignment addressed to the relevant charterer;
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(ii)	It will ensure (on a reasonable endeavours basis) that the relevant charterer and any charter guarantor agree to acknowledge to the Lender the specific assignment of such charter and charter guarantee by executing an acknowledgement<br> substantially in the form included in the relevant Charterparty Assignment;
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(iii)	in the case where such charter is a demise charter it will ensure (on a best effort basis), that the relevant charterer undertakes to the Lender (1) to comply with all of the Borrower's<br> undertakings with regard to the employment, insurances, operation, repairs and maintenance of its Vessel contained in this Agreement, the Borrower’s Mortgage and the Borrower’s General Assignment and (2) to provide (inter alia) an assignment of its interest in the insurances of its Vessel in the form of a tripartite agreement in form and substance acceptable to the Lender, to be made between the Lender, the Borrower and such<br> charterer;
(n)	No freight derivatives: not enter into or agree to enter into any freight derivatives or any other instruments which have the effect of hedging forward exposures to freight derivatives without the<br> Lender’s consent;
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(o)	Borrower’s Vessel’s inspection: permit the Lender (i) by surveyors or other persons appointed by it in its behalf to board its Vessel once per year or in case an Event of Default has occurred and is continuing at any time that the Lender might consider to be necessary or useful (but in any<br> event without interfering with the daily operations and the ordinary trading of its Vessel) for the purpose of inspecting her condition<br> or for the purpose of satisfying itself with regard to proposed or executed repairs and to afford all proper facilities for such inspections and (ii) at any time by financial or insurance advisors or other persons appointed by the Lender<br> to review the operating and insurance records of its Vessel and the Owner thereof and the costs (as supported by vouchers) of any and all such inspections shall be borne by the Borrower;
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(p)	Trading: use its Vessel only for civil merchant trading;
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(q)	Compliance with ISM Code: procure that each Approved Technical Manager and any Operator will:
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(i)	will comply with and ensure that its Vessel and any Operator by no later than the Drawdown Date complies with the requirements of the ISM Code, including (but not limited to) the maintenance and renewal of valid certificates pursuant<br> thereto throughout the Security Period;
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(ii)	immediately inform the Lender if there is any threatened or actual withdrawal of the Borrower, the Approved Manager’s or an Operator’s DOC or the SMC in respect of its Vessel; and
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(iii)	promptly inform the Lender upon the issue to the Borrower, the Approved Manager or any Operator of a DOC and to its Vessel of an SMC or the receipt by the Borrower, the Approved Manager or any Operator of notification that its<br> application for the same has been realised;
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(r)	Compliance with ISPS Code: procure that each Approved Technical Manager or any Operator will:
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(i)	maintain at all times a valid and current ISSC in respect of its Vessel;
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(ii)	immediately notify the Lender in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC in respect of its Vessel; and
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(iii)	procure that its Vessel will comply at all times with the ISPS Code;
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(s)	Compliance with Environmental Laws: comply with, and procure that all Environmental Affiliates of any Relevant Party comply with, all Environmental Laws including without limitation, requirements relating to manning and<br> establishment of financial responsibility and to obtain and comply with, and procure that all Environmental Affiliates of any Relevant Party comply with, all Environmental Approvals and to notify the Lender forthwith:
(i)	of any Environmental Claim for an amount or amounts in aggregate exceeding Five hundred thousand Dollars ($500,000) made against its Vessel, any Relevant Ship and/or her respective owner; and
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(ii)	upon becoming aware of any incident which may give rise to an Environmental Claim and to keep the Lender advised in writing of the Borrower’s response to such Environmental Claim on such regular basis and in such detail as the Lender<br> shall require; and
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(t)	War Risk Insurance cover: in the event of hostilities in any part of the world (whether war is declared or not), it will not cause or permit its Vessel to<br> enter or trade to any zone which is declared a war zone by any government or by its Vessel's war risks insurers unless the prior written consent of the Lender has been given and the Borrower has (at its expense) effected any special,<br> additional or modified insurance cover which the Lender may approve or require.
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8.4	Validity of Securities - Earnings - Taxes etc.
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The Borrower hereby undertakes with the Lender that, from the date of this Agreement and throughout the Security Period, it will:

(a)	Validity: ensure and procure that all governmental or other consents required by law and/or any other steps required for the validity, enforceability and legality of this Agreement and the other Finance Documents are maintained<br> in full force and effect and/or appropriately taken;
(b)	Earnings: ensure and procure that, unless and until directed by the Lender otherwise (i) all the Earnings of its Vessel shall be paid to the Borrower’s Operating Account and (ii) the persons from whom the Earnings are from time<br> to time due are irrevocably instructed to pay them to the Borrower’s Operating Account or to such account in the name of the Borrower as shall be from time to time determined by the Lender in accordance with the provisions of this Agreement<br> and/or the relevant Security Documents;
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(c)	Taxes: pay all Taxes, assessments and other governmental charges when the same fall due, except to the extent that the same are being contested in good faith by appropriate proceedings and adequate reserves have been set aside<br> for their payment if such proceedings fail; and
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(d)	Additional Documents: from time to time at the request of the Lender execute and deliver to the Lender or procure the execution and delivery to the Lender of all such documents as shall be deemed necessary at the reasonable<br> discretion of the Lender for giving full effect to this Agreement, and for perfecting, protecting the value of or enforcing any rights or securities granted to the Lender under any one or more of this Agreement, the other Finance Documents<br> and any other documents executed pursuant hereto or thereto and in case that any conditions precedent (with the Lender’s consent) have not been fulfilled prior to the Drawdown Date, such conditions shall be complied with within ten (10)<br> Business Days after the Lender’s written request (unless the Lender agrees otherwise in writing) and failure to comply with this covenant shall be an Event of Default.
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8.5	Security cover - Valuation of the Vessels
(a)	Security shortfall - Additional Security: If at any time during the Security Period, the Security Value shall be less than the Security Requirement, the Lender may give notice to the Borrower requiring that such deficiency be<br> remedied and then the Borrower shall (unless the sole cause of such deficiency is the Total Loss of a Vessel and the Borrower is in full compliance with his obligations in relation to such Total Loss) either;
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(i)	prepay (in accordance with Clause 4.2 (Voluntary prepayment) (but without regard to the requirement for 10 RFR Banking Days’ notice) within a period of thirty (30) Business Days of the<br> date of receipt by the Borrower of the Lender’s said notice (the “Prepayment Date”) such sum in Dollars as will result in the Security Requirement after such prepayment (taking<br> into account any other repayment of the Loan made or to be made between the date of the notice and the date of such prepayment) being at least equal to the Security Value; or
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(ii)	before the Prepayment Date constitute to the satisfaction of the Lender such additional security for the Loan as shall be acceptable to the Lender having a net realisable value for security purposes (as determined by the Lender in its<br> absolute discretion) at the date upon which such additional security shall be constituted which, when added to the Security Value, shall not be less than the Security Requirement as at such date. Such additional security shall be<br> constituted by:
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a)	additional pledged cash deposits in favor of the Lender in an amount equal to such shortfall with the Lender and in an account and manner to be determined by the Lender; and/or
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b)	any other security acceptable to the Lender at its absolute discretion to be provided in a manner determined by the Lender.
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Any such additional security provided by the Lender shall be promptly released by the Lender once the Security Requirement Ratio has been restored. The provisions of Clauses 4.3 (Mandatory Prepayment) and 4.4 (Amounts payable on prepayment) shall apply to prepayments under Clause 8.5(a)(i).

(b)

Valuation of Vessels: Each of the Vessels shall, for the purposes of this Clause 8.5, be valued in Dollars once a year or, if an Event of Default has occurred and is continuing at any other time that the Lender shall reasonably require by an Approved Shipbroker (such valuation to be made without, unless required by the Lender, physical inspection, and on the basis of a sale for prompt delivery for cash at arm’s length on normal commercial terms as between a willing buyer and a willing seller, without taking into account the benefit of any charterparty or other engagement concerning the relevant Vessel. The Lender and the Borrower agree to accept such valuation made by the Approved Shipbroker appointed as aforesaid as conclusive evidence of the Market Value of the relevant Vessel at the date of such valuation and such valuation shall constitute the Market Value of that Vessel for the purposes of this Clause 8.5.

The value of each Vessel determined in accordance with the provisions of this Clause 8.5 shall be binding upon the Borrower and the Lender until such time as any further such valuations shall be obtained.

(c)	Information: The Borrower undertakes to the Lender to, and to procure that each of the Collateral Owners, supply to the Lender and to any such shipbrokers such information concerning each Vessel and its condition as such<br> shipbrokers may reasonably require for the purpose of making any such valuation.
(d)	Costs: All costs in connection with:
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(i)	the Lender obtaining any valuation of each Vessel referred to in Clause 8.5(b) (Valuation of Vessels); and
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(ii)	any valuation of any additional security for the purposes of ascertaining the Security Value at any time or necessitated by the Borrower electing to constitute additional security pursuant to Clause 8.5(a)(ii): and
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(iii)	all legal and other expenses incurred by the Lender in connection with any matter arising out of this Clause 8.5
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shall be borne by the Borrower.

(e)	Valuation of additional security: For the purpose of this Clause 8.5, the market value of any additional security provided or to be provided to the Lender shall be determined by the Lender in its absolute discretion without any<br> necessity for the Lender assigning any reason thereto and if such security consists of a vessel shall be that shown by a valuation complying with the requirements of Clause 8.5(b) (Valuation of Vessels)<br> (whereas the costs shall be borne by the Borrower in accordance with Clause 8.5(d) (Costs)) or if the additional security is in the form of a cash deposit full credit shall be given for such<br> cash deposit on a Dollar for Dollar basis.
(f)	Release of additional security. Once the Security Value shall be equal to the Security Requirement for a period of at least thirty (30) days, and the Borrower has previously provided additional security pursuant to this Clause<br> 8.5, the Lender shall, as soon as reasonably practicable and subject to being indemnified to its satisfaction against the cost of doing so, release any such additional security to the extent that the Security Requirement would be maintained<br> following such release, provided that at the relevant time there is no Event of Default in existence.
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(g)	Documents and evidence: In connection with any additional security provided in accordance with this Clause 8.5, the Lender shall be entitled to receive such evidence and documents of the kind referred to in Schedule 2 as may in<br> the Lender’s opinion be appropriate and such favourable legal opinions as the Lender shall in its discretion require.
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8.6	Sanctions
(a)	Without Limiting Clause 8.7 (Compliance with laws etc.), the Borrower hereby undertakes with the Lender that, from the date of this Agreement and until<br> the date that the Outstanding Indebtedness is paid in full, shall ensure that its Vessel:
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(i)	will not be used by or for the benefit of a Sanctions Restricted Person contrary to Sanctions;
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(ii)	will not be used in trading in any Sanctions Restricted Jurisdiction or in any manner contrary to Sanctions; and
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(iii)	will not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances.
---	---
(a)	The Borrower shall:
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(i)	not directly or to its knowledge (after reasonable enquiry) indirectly use or permit to be used all or any part of the proceeds of the Loan, or lend, contribute or otherwise make available such proceeds directly or to its knowledge<br> (after reasonable enquiry) indirectly, to any person or entity (i) to finance or facilitate any activity or transaction of or with any Sanctions Restricted Person contrary to Sanctions or in any Sanctions Restricted Country, or (ii) in any<br> other manner that would result in a violation of any Sanctions by any Party;
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(ii)	shall not fund all or part of any payment under the Loan out of proceeds derived directly or to its knowledge (after reasonable enquiry) indirectly from any activity or transaction with a Sanctions Restricted Person contrary to Sanctions<br> or in a Sanctions Restricted Jurisdiction or which would otherwise cause any party to be in breach of any Sanctions; and
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(iii)	procure that no proceeds to its knowledge (after reasonable enquiry) from activities or business with a Sanctions Restricted Person contrary to Sanctions or in a Sanctions Restricted Jurisdiction are credited to the Borrower’s Operating Account.
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8.7	Compliance with laws etc.
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The Borrower shall:

(a)	comply, or procure compliance with all laws or regulations by the relevant Security Party:
(i)	relating to its respective business generally; and
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(ii)	relating to its Vessel, its ownership, employment, operation, management and registration including, but not limited to, the ISM Code, the ISPS Code, all Environmental Laws and the laws of the relevant Flag State; and
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(iii)	all Sanctions;
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(b)	obtain, comply with and do all that is necessary to maintain in full force and effect any Environmental Approvals; and
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(c)	without limiting paragraph (a) above, not employ its Vessel nor allow its employment, operation or management in any manner contrary to any law or regulation including, but not limited to, the ISM Code, the ISPS Code and all<br> Environmental Laws which has or is likely to have a Material Adverse Effect on the business, position, profitability, assets or the financial condition of any of the Security Parties.
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8.8	Covenants for the Securities Parties

The Borrower hereby undertakes with the Lender that, from the date of this Agreement and so long as any moneys are owing under the Finance Documents and while all or any part of the Commitment remains outstanding, they will ensure and procure that all other Security Parties (other than the Approved Manager, except where appropriate in its capacity as Approved Manager) and each of them duly and punctually comply, with the covenants in Clauses 8.1 (General), 8.3 (Undertakings concerning the Borrower’s Vessel), 8.4 (Validity of Securities - Earnings - Taxes etc.), 8.5 (Security cover - Valuation of the Vessels) and 8.6 (Sanctions) which are applicable to them mutatis mutandis.

8.9	Know your customer and money laundering compliance

The Borrower hereby undertakes with the Lender that, from the date of this Agreement and so long as any moneys are owing under the Finance Documents and while all or any part of the Commitment remains outstanding, it will provide the Lender, or procure the provision of, such documentation and other evidence as the Lender shall from time to time require, based on applicable law and regulations from time to time and the Lender’s own internal guidelines from time to time to identify the Borrower and the other Security Parties, including the disclosure in writing of the ultimate legal and beneficial owner or owners of such entities, and any other persons involved or affected by the transaction(s) contemplated by this Agreement in order for the Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

9.	EVENTS OF DEFAULT

9.1	Events

There shall be an Event of Default if:

(a)

Non‑payment: any Security Party fails to pay any sum payable by it under any of the Finance Documents at the time, in the currency and in the manner stipulated in the Finance Documents (and so that, for this purpose, sums payable on demand shall be treated as having been paid at the stipulated time if paid within five (5) Business Days of demand and other sums due shall be treated as having been paid at the stipulated time if paid within three (3) Business Days of its falling due); or

(b)

Breach of Insurance and certain other obligations: the Borrower fails to obtain and/or maintain the Insurances (as defined in, and in accordance with the requirements of, the Finance Documents) or if any insurer in respect of such Insurances cancels the Insurances or disclaims liability by reason, in either case, of mis‑statement in any proposal for the Insurances or for any other failure or default on the part of the Borrower or any other person or the Borrower commits any breach of or omits to observe any of the obligations or undertakings expressed to be assumed by it under Clause 8 (Undertakings); or

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(c)	Breach of other obligations: any Security Party commits any breach of or omits to observe any of its obligations or undertakings expressed to be assumed by it under any of the Finance Documents (other than those referred to in<br> Clauses 9.1(a) (Non‑payment) and 9.1(b) (Breach of Insurance and certain other obligations)) and, in respect of any such breach or omission<br> which in the opinion of the Lender is capable of remedy, such action as the Lender may require shall not have been taken within fifteen (15) days of the Lender notifying in writing the relevant Security Party of such default and of such<br> required action; or
(d)	Misrepresentation: any representation or warranty made or deemed to be made or repeated by or in respect of any Security Party in or pursuant to any of the Finance Documents or in any notice, certificate or statement referred to<br> in or delivered under any of the Finance Documents is or proves to have been incorrect or misleading in any material respect; or
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(e)	Cross‑default:
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(i)	any Financial Indebtedness of (aa) the Borrower or a Security Party (other than Seanergy) related to an amount exceeding the amount of Five hundred thousand Dollars ($500,000) and (bb) the Seanergy related to an amount exceeding the amount of Five million Dollars ($5,000,000) (in each case herein, the “Permitted Amount”) is not paid when due (unless contested in good faith)
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(ii)	any Financial Indebtedness of any of the Security Parties relating to the Permitted Amount (whether by declaration or automatically in accordance with the relevant agreement or instrument constituting the same) due and payable prior to<br> the date when it would otherwise have become due (unless as a result of the exercise by the relevant Security Party or the relevant Group Member (as the case may be) of a voluntary right of<br> prepayment), or
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(iii)	any creditor of any of the Security Parties becomes entitled to declare any such Financial Indebtedness due and payable, or
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(iv)	any facility or commitment available to any of the Security Parties relating to Financial Indebtedness relating to an amount exceeding the Permitted Amount is withdrawn, suspended or cancelled by reason of any default (however described)<br> of the person concerned unless the relevant Security Party shall have satisfied the Lender that such withdrawal, suspension or cancellation will not affect or prejudice in any way the relevant Security Party’s (as the case may be) ability<br> to pay its debts as they fall due, or
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(v)	any guarantee given by any of the Security Parties or any Group Member in respect of Financial Indebtedness relating to an amount exceeding the<br> Permitted Amount is not honoured when due and called upon; or
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(f)	Legal process: any judgment or order made or commenced in good faith by a person against any Security Party relating to an amount exceeding the Permitted Amount is not stayed or complied with within thirty (30) Banking Days or a<br> good faith creditor attaches or takes possession of, or a distress, execution, sequestration or other bonafide process is levied or enforced upon or sued out against, any of the undertakings,<br> assets, rights or revenues of any Security Party and is not discharged , or bail is lodged in respect thereof, within thirty (30) Business Days; or
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(g)	Insolvency: any Security Party becomes insolvent or stops or suspends making payments (whether of principal or interest) with respect to all or any class of its debts or announces an intention to do so; or
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(h)	Reduction or loss of capital: a meeting is convened by any Security Party for the purpose of passing any resolution to purchase, reduce or redeem any of its share capital; or
(i)	Winding up: any petition is presented or other step is taken for the purpose of winding up any Security Party or an order is made or resolution passed for the winding up of any Security Party or a notice is issued convening a<br> meeting for the purpose of passing any such resolution; or
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(j)	Administration: any petition is presented or other step is taken for the purpose of the appointment of an administrator of any Security Party or the Lender believes that any such petition or other step is imminent or an<br> administration order is made in relation to any Security Party; or
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(k)	Appointment of receivers and managers: any administrative or other receiver is appointed of any Security Party or any part of its assets and/or undertaking or any other steps are taken to enforce any Security Interest over all or<br> any part of the assets of any Security Party; or
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(l)	Compositions: any steps are taken, or negotiations commenced, by any Security Party or by any of its creditors with a view to the general readjustment or rescheduling of all or part of its indebtedness or to proposing any kind of<br> composition, compromise or arrangement involving such company and any of its creditors provided, however, that if the Borrower is able to provide such evidence as is satisfactory in all respects to the Lender that such rescheduling<br> will not relate to any payment default or anticipated default the same shall not constitute an Event of Default; or
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(m)	Analogous proceedings: there occurs, in relation to any Security Party, in any country or territory in which any of them carries on business or to the jurisdiction of whose courts any part of their assets is subject, any event<br> which, in the opinion of the Lender, appears in that country or territory to correspond with, or have an effect equivalent or similar to, any of those mentioned in Clauses 9.1(f) (Legal process) to<br><br><br><br><br><br><br> (l) (Compositions) (inclusive) or any Security Party otherwise becomes subject, in any such country or territory, to the operation of any law relating to insolvency, bankruptcy or<br> liquidation; or
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(n)	Cessation of business: any Security Party suspends or ceases or threatens to suspend or cease to carry on its business; or
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(o)	Seizure: all or a material part of the undertaking, assets, rights or revenues of, or shares or other ownership interests in, any Security Party are seized, nationalised, expropriated or compulsorily acquired by or under the<br> authority of any government; and the respective Security Party fails to procure for its release within a period of forty five (45) days; or
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(p)	Invalidity: any of the Finance Documents shall at any time and for any reason become invalid or unenforceable or otherwise cease to remain in full force and effect, or if the validity or enforceability of any of the Finance<br> Documents shall at any time and for any reason be contested by any Security Party which is a party thereto, or if any such Security Party shall deny that it has any, or any further, liability thereunder; or
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(q)	Unlawfulness: it becomes impossible or unlawful at any time for any Security Party, to fulfil any of the covenants and obligations expressed to be assumed by it in any of the Finance Documents or for the Lender to exercise the<br> rights or any of them vested in it under any of the Finance Documents or otherwise; or
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(r)	Repudiation: any Security Party repudiates any of the Finance Documents or does or causes or permits to be done any act or thing evidencing an intention to repudiate any of the Finance Documents; or
(s)	Security Interests enforceable: any Security Interest (other than Permitted Security Interests) in respect of any of the property (or part thereof) which is the subject of any of the Finance Documents becomes enforceable; or
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(t)	Material Adverse Change: any other event or events (whether related or not) occurs or circumstance arises which constitutes a Material Adverse Change, from the position applicable as at the date<br> of this Agreement, in the business, affairs or condition (financial or otherwise) of any Security Party) (including any such Material Adverse Change resulting from an Environmental Incident) the effect of which is likely, in the opinion<br> of the Lender, to impair, delay or prevent the due fulfilment by any Security Party of any of its respective obligations or undertakings contained in this Loan Agreement or any of the other Finance Documents and/or materially and<br> adversely to affect the security created by any of the Finance Documents; or
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(u)	Arrest: any of the Vessels is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim or otherwise taken from the possession of its<br> Owner and such Owner shall fail to procure the release of that Vessel within a period of sixty (60) days thereafter; or
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(v)	Registration: the registration of any of the Vessels under the laws and flag of the relevant Flag State is cancelled or terminated without the prior written consent of the Lender or, if any<br> of the Vessels is only provisionally registered on the Drawdown Date and is not permanently registered under the laws and flag of the relevant Flag State at least thirty (30) days prior to the<br> deadline for completing such permanent registration; or
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(w)	Unrest: the Flag State of a Vessel becomes involved in hostilities or civil war or there is a seizure of power in such Flag State by unconstitutional means if, in any such case, (a) such event could in the opinion of the Lender<br> reasonably be expected to have a Material Adverse Effect on the security constituted by any of the Finance Documents and (b) the relevant Owner has failed within sixty (60) days from receiving notice from the Lender to this effect to (i)<br> delete the relevant Vessel from its Flag State and (ii) re-register that Vessel under another Flag State approved by the Lender in its sole discretion through a relevant Registry, in each case, at the Borrower’s cost and expense; or
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(x)	Approved Manager: there occurs, in relation to the Approved Manager any of the events mentioned in Clauses 9.1(e) (Legal process) to (m) (Cessation of business) (inclusive) and the Borrower fails to appoint a new Approved Manager of the Vessels acceptable to the Lender such acceptance not to be unreasonably withheld within ten<br> (10) days of becoming aware of the occurrence of such event.
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(x)	Environment: any Relevant Party and/or any of their respective Environmental Affiliates fails to comply with any Environmental Law or any Environmental Approval or any of the Vessels or any Relevant Ship is involved in any<br> incident which gives rise or which may give rise to any Environmental Claim, if in any such case, such non-compliance or incident or the consequences thereof could (in the reasonable opinion of the Lender) be expected to have a Material<br> Adverse Change as described hereinbelow under paragraph (t) above; or
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(y)	P&I: any Security Party or any other person fails or omits to comply with any requirements of the protection and indemnity association or other insurer with which any of the Vessels is entered for insurance or insured against<br> protection and indemnity risks (including oil pollution risks) to the effect that any cover in relation to that Vessel (including without limitation, liability for Environmental Claims arising in jurisdictions where that Vessel operates or<br> trades) is or may be liable to cancellation, qualification or exclusion at any time; or
(z)	Stock Exchange: the common shares of Seanergy cease to be listed at the Nasdaq Stock Exchange and the Corporate Guarantor cease to be managed by the person(s) disclosed to the Lender at the negotiation of this Agreement; or
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(aa)	Ownership: there has been a change of control directly or indirectly in the Owners (or any of them) or the management of the Owners or of any Vessel as a result of which any of the Owners ceases to 100% owned by Seanergy or any<br> of the Vessels ceases to be 100% owned by the Owner thereof; or
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(bb)	Change of Management: any Vessel ceases to be managed by her respective Approved Manager (for any reason other than the reason of a Total Loss or sale of that Vessel) without the approval of the Lender, which shall not be<br> unreasonably withheld, and its Owner fails to appoint another Approved Manager prior to the termination of the mandate with the previous Approved Manager; or
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(cc)	Deviation of Earnings: any Earnings of any Vessel are not paid to the Operating Account relative thereto for any reason whatsoever (other than with the Lender’s prior written consent); or
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(dd)	ISM Code and ISPS Code: (without prejudice to the generality of sub-Clause 9.1(c) (Breach of other obligations)) for any reason whatsoever the provisions of Clause 8.1(o) (Compliance with ISM Code) and (p) (Compliance with ISPS Code) are not complied with and any Vessel ceases to comply with the ISM Code or, as the<br> case may be, the ISPS Code; or
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(ee)	Sanctions: (without prejudice to the generality of sub-Clause 9.1(c) (Breach of other obligations)) for any reason whatsoever the provisions of Clause 8.6 (Sanctions) and Clause 8.7 (Compliance with laws etc.) are<br> not complied with; or
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(ff)	Operating Account: any moneys are withdrawn from the Operating Accounts (or any of them) other than in accordance with Clauses 8.4(b) (Earnings) and 13 (Operating Accounts); or
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(gg)	Finance Documents: any event of default (as howsoever described or defined therein) occurs under the Finance Documents (or any of them); or
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(hh)	Corporate Guarantees: a Corporate Guarantor commits any breach of or omits to observe any of its obligations or undertakings expressed to be assumed by it/him under its respective<br> Corporate Guarantee; or
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(ii)	Associated Loan Agreement: any Event of Default (as defined therein) occurs and is continuing under the Associated Loan Agreement.
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9.2	Consequences of Default – Acceleration

The Lender may without prejudice to any other rights of the Lender (which will continue to be in force concurrently with the following), at any time after the happening of an Event of Default, which is continuing:

(a)	by notice to the Borrower declare that the obligation of the Lender to make the Commitment (or any part thereof) available shall be terminated, whereupon the Commitment shall be reduced to zero forthwith; and/or
(b)	by notice to the Borrower declare that the Loan and all interest and commitment commission accrued and all other sums payable under the Finance Documents have become due and payable, whereupon the<br> same shall, immediately or in accordance with the terms of such notice, become due and payable without any further diligence, presentment, demand of payment, protest or notice or any other procedure from the Lender which are expressly<br> waived by the Borrower; and/or
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(c)	put into force and exercise all or any of the rights, powers and remedies possessed by the Lender under this Agreement and/or under any other Finance Document and/or as mortgagee of each of the Vessels, mortgagee, chargee or assignee or<br> as the beneficiary of any other property right or any other security (as the case may be) of the assets charged or assigned to it under the Finance Documents or otherwise (whether at law, by virtue of any of the Finance Documents or<br> otherwise).
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9.3	Multiple notices; action without notice
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The Lender may serve notices under paragraphs (a) and (b) of Clause 9.2 (Consequences of Default – Acceleration) simultaneously or on different dates and it may take any action referred to in that Clause if no such notice is served or simultaneously with or at any time after service of both or either of such notices, it being understood and agreed that the non-service of a notice in respect of an Event of Default hereunder, or under any of the Finance Documents (whether known to the Lender or not), shall not be construed to mean that the Event of Default shall cease to exist and bring about its lawful consequences.

9.4	Demand basis

If, pursuant to Clause 9.2(b), the Lender declares the Loan to be due and payable on demand, the Lender may by written notice to the Borrower (a) call for repayment of the Loan on such date as may be specified whereupon the Loan shall become due and payable on the date so specified together with all interest and commitment commission accrued and all other sums payable under this Agreement or (b) withdraw such declaration with effect from the date specified in such notice.

9.5	Proof of Default

It is agreed that (i) the non-payment of any sum of money in time will be proved conclusively by mere passage of time and (ii) the occurrence of this (non-payment) shall be proved conclusively by a mere written statement of the Lender (save for manifest error).

9.6	Exclusion of Bank’s liability

Neither the Lender nor any receiver or manager appointed by the Lender, shall have any liability to the Borrower or a Security Party:

(a)	for any loss caused by an exercise of rights under, or enforcement of a Security Interest created by, a Finance Document or by any failure or delay to exercise such a right or to enforce such a Security Interest; or

(b)	as mortgagee in possession or otherwise, for any income or principal amount which might have been produced by or realised from any asset comprised in such a Security Interest or for any reduction (however caused) in the value of such an<br> asset,

except that this does not exempt the Lender or a receiver or manager from liability for losses shown to have been caused by the wilful misconduct of the Lender’s own officers and employees or (as the case may be) such receiver’s or manager’s own partners or employees.

10.	INDEMNITIES - EXPENSES – FEES

10.1	Indemnity

The Borrower shall on demand (and it is hereby expressly undertaken by the Borrower to) indemnify the Lender, without prejudice to any of the other rights of the Lender under any of the Finance Documents, against any loss (including loss of the Margin and any Break Costs) or expense which the Lender sustains or incurs as a consequence of:

(a)	any default in payment by any of the Security Parties of any sum under any of the Finance Documents when due;
(b)	the occurrence of any Event of Default which is continuing;
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(c)	any prepayment of the Loan or part thereof being made under Clauses 4.2 (Voluntary Prepayment) and 4.3 (Mandatory Prepayment), 8.5(a) (Security shortfall) or 12 (Unlawfulness, Increased cost and bail in) or any other repayment of the Loan or part thereof being made otherwise than<br> on an Interest Payment Date relating to the part of the Loan prepaid or repaid; or
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(d)	the Commitment not being advanced for any reason (excluding any default by the Lender and any reason mentioned in Clause 12.1 (Unlawfulness)) after the Drawdown Notice has been given,<br> including, in any such case, but not limited to, any loss or expense sustained or incurred in maintaining or funding the Loan or any part thereof or in liquidating or re-employing deposits from third parties acquired to effect or maintain<br> the Loan or any part thereof.
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10.2	Expenses
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The Borrower shall (and it is hereby expressly undertaken by the Borrower to) pay to the Lender on demand:

(a)

Initial and Amendment expenses: all expenses (including reasonable legal, printing and out-of-pocket expenses) reasonably incurred by the Lender in connection with the negotiation, preparation and execution of this Agreement and the other Finance Documents and of any amendment or extension of or the granting of any waiver or consent under this Agreement and/or any of the Finance Documents and/or in connection with any proposal by the Borrower to constitute additional security pursuant to sub-Clause 8.5(a) (Security shortfall), whether any such security shall in fact be constituted or not and in the case of Clause 3.10 (Changes to reference rates) the drafting, negotiating and execution of any Compounding Methodology Supplement or Reference Rate Supplement;

(b)

Enforcement expenses: all expenses (including reasonable legal and out-of-pocket expenses) incurred by the Lender in contemplation of, or otherwise in connection with, the enforcement of, or preservation of any rights under, this Agreement and/or any of the other Finance Documents, or otherwise in respect of the moneys owing under this Agreement and/or any of the other Finance Documents or the contemplation or preparation of the above, whether they have been effected or not;

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(c)

Legal costs: the legal costs of the Lender’s appointed lawyers, in respect of the preparation of this Agreement and the other Finance Documents as well as the legal costs of the foreign lawyers (if these are available) in respect of the registration of the Finance Documents or any search or opinion given to the Lender in respect of the Security Parties or the Vessels or the Finance Documents. The said legal costs shall be due and payable on the Drawdown Date; and

(d)

Other expenses: any and all other Expenses.

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All expenses payable pursuant to this Clause 10.2 (Expenses) shall be paid together with value added tax (if any) thereon (if applicable).

10.3	Stamp duty

The Borrower shall pay (if applicable) any and all stamp, registration and similar taxes or charges (including those payable by the Lender) imposed by governmental authorities in relation to this Agreement and any of the other Finance Documents, and shall indemnify the Lender against any and all liabilities with respect to, or resulting from delay or omission on the part of the Borrower to pay such stamp taxes or charges.

10.4	Environmental Indemnity

The Borrower shall indemnify the Lender on demand and hold the Lender harmless from and against all costs, expenses, payments, charges, losses, demands, liabilities, actions, proceedings (whether civil or criminal) penalties, fines, damages, judgements, orders, sanctions or other outgoings of whatever nature which may be suffered, incurred or paid by, or made or asserted against the Lender at any time, whether before or after the repayment in full of principal and interest under this Agreement, relating to, or arising directly or indirectly in any manner or for any cause or reason out of an Environmental Claim made or asserted against the Lender if such Environmental Claim would not have been, or been capable of being, made or asserted against the Lender if it had not entered into any of the Finance Documents and/or exercised any of its rights, powers and discretions thereby conferred and/or performed any of its obligations thereunder and/or been involved in any of the transactions contemplated by the Finance Documents.

10.5	Currency indemnity

If any sum due from the Borrower under any of the Finance Documents or any order or judgement given or made in relation hereto has to be converted from the currency (the “first currency”) in which the same is payable under the relevant Finance Document or under such order or judgement into another currency (the “second currency”) for the purpose of (i) making or filing a claim or proof against the Borrower or any other Security Party, as the case may be or (ii) obtaining an order or judgement in any court or other tribunal or (iii) enforcing any order or judgement given or made in relation to any of the Finance Documents, the Borrower shall (and it is hereby expressly undertaken by the Borrower to) indemnify and hold harmless the Lender from and against any loss suffered as a result of any difference between (a) the rate of exchange used for such purpose to convert the sum in question from the first currency into the second currency and (b) the rate or rates of exchange at which the Lender may in the ordinary course of business purchase the first currency with the second currency upon receipt of a sum paid to it in satisfaction, in whole or in part, of any such order, judgement, claim or proof. The term “rate of exchange” includes any premium and costs of exchange payable in connection with the purchase of the first currency with the second currency.

10.6	Maintenance of the Indemnities

The indemnities contained in this Clause 10 shall apply irrespective of any indulgence granted to the Borrower or any other party from time to time and shall continue to be in full force and effect notwithstanding any payment in favour of the Lender and any sum due from the Borrower under this Clause 10 will be due as a separate debt and shall not be affected by judgement being obtained for any other sums due under any one or more of this Agreement, the other Finance Documents and any other documents executed pursuant hereto or thereto.

10.7	MII costs

The Borrower shall reimburse the Lender on demand for any and all costs incurred by the Lender (as conclusively certified by the Lender) in effecting and keeping effected (a) a Mortgagee’s Interest Insurance (herein, “MII”) which the Lender may at any time effect on such terms, for an amount of 120% of the Loan and with such insurers as shall from time to time be determined by the Lender, provided, however, that the Lender shall in its absolute discretion appoint and instruct in respect of any such MII policy the insurance brokers in respect of such Insurance and provided, further, that in the event that the Lender effects any such Insurance on the basis of any mortgagee’s open cover, the Borrower shall pay on demand to the Lender its proportion of premium due in respect of the Vessel(s) for which such insurance cover has been effected by the Lender, provided always that the Lender has provided the Borrower with copies of the corresponding invoice from the MII insurers/their brokers and any certificate of the Lender in respect of any such premium due by the Borrower shall (save for manifest error) be conclusive and binding upon the Borrower.

10.8	Central Bank or European Central Bank reserve requirements indemnity

The Borrower shall on demand promptly indemnify the Lender against any documented cost incurred or loss suffered by the Lender as a result of its complying with the minimum reserve requirements of the European Central Bank and/or with respect to maintaining required reserves with the relevant national Central Bank to the extent that such compliance relates to the Commitment or deposits obtained by it to fund the whole or part of the Loan and to the extent such cost or loss is not recoverable by the Lender under Clause 12.2 (Increased cost).

10.9	Communications Indemnity

It is hereby agreed in connection with communications that:

(a)

Express authority is hereby given by the Borrower to the Lender to accept all tested or untested communications given by facsimile, electronic mail or otherwise, regarding any or all of the notices (as defined in Clause 16.5 (Meaning of “notice”) under this Agreement, subject to any restrictions imposed by the Lender relating to such notices including, without limitation (if so required by the Lender), the obligation to confirm such notices by letter.

(b)

The Borrower shall recognise any and all of the said notices as legal, valid and binding, when these notices come from the fax number or electronic mail address mentioned in Clause 16.1 (Notices) or any other fax or electronic mail address usually used by it or the Approved Manager and are duly signed or in case of emails are duly sent by the person appearing to be sending such notice.

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(c)	The Borrower hereby assumes full responsibility for the execution of the said notices, and promises and recognises that the Lender shall not be held responsible for any loss, liability or expense that may result from such notices. It is<br> hereby undertaken by the Borrower to indemnify in full the Lender from and against all actions, proceedings, damages, costs, claims, demands, expenses and any and all direct and/or indirect losses which the Lender may suffer, incur or<br> sustain by reason of the Lender following such notices.
(d)	With regard to notices (as defined in Clause 16.5 (Meaning of “notice”) issued by electronic and/or mechanical processes (e.g. by facsimile or electronic mail) the following are<br> applicable:
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(i)	The Borrower hereby acknowledges and accepts the risks associated with the use of unsecured electronic mail communication including, without limitation, risk of delay, loss of data, confidentiality breach, forgery, falsification and<br> malicious software. The Lender shall not be liable in any way for any loss or damage or any other disadvantage suffered by the Borrower resulting from such unsecured electronic mail communication.
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(ii)	If the Borrower or any other Security Party wishes to cease all electronic communication, it shall give written notice to the Lender accordingly after receipt of which notice the Parties shall cease all electronic communication.
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(iii)	For as long as electronic communication is an accepted form of communication, the Parties shall:
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a)	notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and
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b)	notify each other of any change to their respective addresses or any other such information supplied to them; and
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(e)	in case electronic communication is sent to recipients with the domain <@seanergy.gr>, the parties shall without undue delay inform each other if there are changes to the said domain or if<br> electronic communication shall thereafter be sent to individual e-mail addresses.
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(f)	The risks of misunderstandings and errors resulting from notices (as defined in Clause 16.5 (Meaning of “notice”) being given as mentioned above, are for the Borrower and the Lender will<br> be indemnified in full pursuant to this Clause save in case of Lender’s wilful misconduct.
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(g)	The Lender shall have the right to ask the Borrower to furnish any information the Lender may require to establish the authority of any person purporting to act on behalf of the Borrower for these notices, but it is expressly agreed that<br> there is no obligation for the Lender to do so. The Lender shall be fully protected in, and the Lender shall incur no liability to the Borrower for acting upon the said notices, which were believed by the Lender in good faith to have been<br> given by the Borrower or by any of its authorised representative(s).
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(h)	It is undertaken by the Borrower to use its best endeavours to safeguard the function and the security of the electronic and mechanical appliance(s) such as fax(es), electronic mail(s) etc. The Borrower shall hold the Lender harmless and<br> indemnified from all claims, losses, damages and expenses which the Lender may incur by reason of the failure of the Borrower to comply with the obligations under this Clause.
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10.10	Fees
(a)	Arrangement fee: The Borrower shall pay to the Lender an arrangement fee (the “Arrangement Fee”) in the amount equal to one per<br> cent (1%) of the amount of the Commitment payable on the Drawdown Date.
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(b)	Non-refundable: The Arrangement Fee shall be payable by the Borrower to the Lender irrespective of utilisation/cancellation in part or in whole of the Commitment and shall be non-refundable.
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10.11	FATCA Deduction
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(a)	Each party to a Finance Document may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and shall not be required to increase any payment in respect of which it<br> makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.
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(b)	Each party to a Finance Document shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the party to a Finance Document to whom it is<br> making the payment.
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10.12	FATCA status
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(a)	Subject to Clause 10.12(c) below, each party shall, within ten Business Days of a reasonable request by another party:
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(i)	confirm to that other party whether it is:
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(aa)	a FATCA Exempt Party; or
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(bb)	not a FATCA Exempt Party; and
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(ii)	supply to that other party such forms, documentation and other information relating to its status under FATCA (including its applicable passthru percentage or other information required under the Treasury<br> Regulations or other official guidance including intergovernmental agreements) as that other party reasonably requests for the purposes of that other party's compliance with FATCA.
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(b)	If a party confirms to another party pursuant to Clause 10.12(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that party<br> shall notify that other party reasonably promptly.
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(c)	Clause 10.12(a)(i) above shall not oblige the Lender to do anything which would or might in its reasonable opinion constitute a breach of:
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(i)	any law or regulation;
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(ii)	any fiduciary duty; or
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(iii)	any duty of confidentiality.
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(d)	If a party fails to confirm its status or to supply forms, documentation or other information requested in accordance with Clause 10.12(a) above (including, for the avoidance of doubt, where Clause 10.12(c)<br> above applies), then:
(i)	if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and
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(ii)	if that party failed to confirm its applicable passthru percentage then such party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable passthru<br> percentage is 100%,
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until (in each case) such time as the party in question provides the requested confirmation, forms, documentation or other information.

11.	SECURITY, APPLICATION, AND SET-OFF

11.1	Securities

As security for the due and punctual repayment of the Loan and payment of interest thereon as provided in this Agreement and of all other Outstanding Indebtedness, the Borrower shall ensure and procure that the Finance Documents are duly executed and, where required, registered in favour of the Lender in form and substance satisfactory to the Lender at the time specified herein or otherwise as required by the Lender and ensure that such security consists, on the Drawdown Date in respect of the Loan, of the Finance Documents.

11.2	Maintenance of Securities

It is hereby undertaken by the Borrower that the Finance Documents shall both at the date of execution and delivery thereof and so long as any moneys are owing and/or due under this Agreement or under the other Finance Documents be valid and binding obligations of the respective Security Parties thereto and rights of the Lender enforceable in accordance with their respective terms and that they will, at the expense of the Borrower, execute, sign, perfect and do any and every such further assurance, document, act, omission or thing as in the opinion of the Lender may be necessary for perfecting the security contemplated or constituted by the Finance Documents.

11.3	Application of receipts
(a)	Order of application: Except as any Finance Document may otherwise provide, any sums which are received or recovered by the Lender under or pursuant to or by virtue of any of the Finance<br> Documents and expressed to be applicable in accordance with this Clause 11.3 shall be applied by the Lender in the following manner:
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(i)	FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions:
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a)	Firstly, in or towards satisfaction of all amounts then due and payable to the Lender under the Finance Documents other than those amounts referred to at paragraphs b) and c) below (including, but without limitation, all amounts<br> payable by the Borrower under Clauses 10 (Indemnities- Expenses-Fees), 5.1 (Payments – No set-off or counterclaims) or 5.3 (Gross Up) of this Agreement or by the Borrower or any Security Party under any corresponding or similar provision in any other Finance Document);
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b)	Secondly, in or towards payment of any default interest;
c)	Thirdly, in or towards payment of any arrears of interest (other than default interest) due in respect of the Loan or any part thereof;
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d)	Fourthly, in or towards satisfaction of any and all amounts of interest or default interest payable to the Lender under the Finance Documents;
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e)	Fifthly, in or towards satisfaction of the Loan whether the same is due and payable or not; and
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(ii)	SECOND: the surplus (if any) after the full and complete payment of the Outstanding Indebtedness shall be paid to the Borrower or to any other person appearing to be entitled to it.
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(b)	Notice of variation of order of application: The Lender may, by notice to the Borrower and the Security Parties, provide, at its sole discretion, for a different order of application from that set out in Clause 11.3(a) (Order of application) either as regards a specified sum or sums or as regards sums in a specified category or categories, without affecting the obligations of<br> the Borrower to the Lender.
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(c)	Effect of variation notice: The Lender may give notices under Clause 11.3(b) (Notice of variation of order of application) from time to time; and such a notice may be stated to<br> apply not only to sums which may be received or recovered in the future, but also to any sum which has been received or recovered on or after the third Business Day before the date on which the notice is served.
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(d)	Insufficient balance: For the avoidance of doubt, in the event that such balance is insufficient to pay in full the whole of the Outstanding Indebtedness, the Lender shall be entitled to collect the shortfall from the Borrower or<br> any other person liable therefor.
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(e)	Appropriation rights overridden: This Clause 11.3 and any notice which the Lender gives under Clause 11.3(b) (Notice of variation of order of application) shall override any right<br> of appropriation possessed, and any appropriation made, by the Borrower or any other Security Party.
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11.4	Set off
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(a)	Application of credit balances: Express authority is hereby given by the Borrower to the Lender without prejudice to any of the rights of the Lender at law, contractually or otherwise, at any time after an Event of Default has<br> occurred and is continuing, and without prior notice to the Borrower:
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(i)	to apply any credit balance standing upon any account of the Borrower with any branch of the Lender (including, without limitation, the Borrower’s Operating Account and in whatever currency in or towards satisfaction of any sum due to<br> the Lender from the Borrower under this Agreement and/or any of the other Finance Documents;
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(ii)	in the name of the Borrower and/or the Lender to do all such acts and execute all such documents as may be necessary or expedient to effect such application; and
(iii)	to combine and/or consolidate all or any accounts in the name of the Borrower with the Lender; and
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for that purpose:

a)	to break, or alter the maturity of, all or any part of a deposit of the Borrower;
b)	to convert or translate all or any part of a deposit or other credit balance of the Borrower into Dollars; and
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c)	to enter into any other transaction or make any entry with regard to the credit balance of the Borrower which the Lender considers appropriate.
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(b)	Existing rights unaffected: The Lender shall not be obliged to exercise any right given by this Clause; and those rights shall be without prejudice and in addition to any right of set-off, combination of accounts, charge, lien or<br> other right or remedy to which the Lender is entitled (whether under the general law or any document). For all or any of the above purposes authority is hereby given to the Lender to purchase with the moneys standing to the credit of any<br> such account or accounts such other currencies as may be necessary to effect such application. The Lender shall notify the Borrower forthwith upon the exercise of any right of set‑off giving full details in relation thereto.
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12.	UNLAWFULNESS, INCREASED COSTS AND BAIL-IN
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12.1	Unlawfulness

If any change in, or introduction of, any law, regulation or regulatory requirement or any request of any central bank, monetary, regulatory or other authority or any order of any court renders it unlawful or contrary to any such regulation, requirement, request or order for the Lender to advance the Commitment or the relevant part thereof (as the case may be) or to maintain or fund the Loan, notice shall be given promptly by the Lender to the Borrower whereupon the Commitment shall be reduced to zero and the Borrower shall be obliged to prepay the Loan either (i) forthwith or (ii) on a future specified date not being earlier than the latest date permitted by the relevant law or regulation, together with accrued interest thereon to the date of prepayment and all other sums payable by the Borrower under this Agreement.

12.2	Increased Cost

If the result of any change in, or in the interpretation, implementation or application of, or the introduction of, any law or any regulation (whether or not having the force of law, but, if not having the force of law, with which the Lender or, as the case may be, its holding company habitually complies), including (without limitation) those relating to Taxation, capital adequacy, liquidity, reserve assets, cash ratio deposits and special deposits or other banking or monetary controls or requirements which affect the manner in which the Lender allocates capital resources to its obligations hereunder (including, without limitation, those resulting from the implementation or application of or compliance with the Basel II Accord or the Basel III Accord or any Basel II Regulation or the Basel III Accord or any Basel III Regulation or any subsequent accord, approach or regulation thereto) (collectively, “Capital Adequacy Law”) or compliance by the Lender with any such Capital Adequacy Law, is to:

(a)	increase the cost to, or impose an additional cost on, the Lender or its holding company in making or keeping the Commitment available or maintaining or funding all or part of the Loan; and/or
(b)	subject the Lender to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income, profits or gains of the Lender imposed in<br> the jurisdiction in which its principal or lending office under this Agreement is located); and/or
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(c)	reduce the amount payable or the effective return to the Lender under any of the Finance Documents; and/or
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(d)	reduce the Lender’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender’s obligations under any of the Finance Document;<br> and/or
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(e)	require the Lender or its holding company to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Documents is required; and/or
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(f)	require the Lender or its holding company to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan from its capital for regulatory purposes,
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then and in each case (subject to Clause 12.5 (Exception)):

(i)

the Lender shall notify the Borrower in writing of such event promptly upon its becoming aware of the same; and

(ii)

the Borrower shall on demand pay to the Lender the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including any matters which the Lender or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, cost, reduction, payment, foregone return or loss whatsoever.

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For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.

12.3	Claim for increased cost

The Lender will promptly notify the Borrower of any intention to claim indemnification pursuant to Clause 12.2 (Increased Cost) and such notification will be a conclusive and full evidence binding on the Borrower as to the amount of any increased cost or reduction and the method of calculating the same and the Borrower shall be allowed to rebut such evidence by any means of evidence save for witness. A claim under Clause 12.2 (Increased Cost) may be made at any time and must be discharged by the Borrower within seven (7) days of demand. It shall not be a defence to a claim by the Lender under this Clause 12.3 that any increased cost or reduction could have been avoided by the Lender. Any amount due from the Borrower under Clause 12.2 (Increased Cost) shall be due as a separate debt and shall not be affected by judgement being obtained for any other sums due under or in respect of this Agreement.

12.4	Option to prepay

If any additional amounts are required to be paid by the Borrower to the Lender by virtue of Clause 12.2 (Increased Cost), the Borrower shall be entitled, on giving the Lender not less than five (5) days prior notice in writing, to prepay (without premium or penalty) the Loan and accrued interest thereon, together with all other Outstanding Indebtedness, on the next Repayment Date. Any such notice, once given, shall be irrevocable.

12.5	Exception

Nothing in Clause 12.2 (Increased Cost) shall entitle the Lender to receive any amount in respect of compensation for any such liability to Taxes, increased or additional cost, reduction, payment, foregone return or loss to the extent that the same is subject of an additional payment under Clause 5.3 (Gross-up).

12.6	Contractual recognition of bail-in

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the Parties, each Party acknowledges and accepts that any liability of any Party to any other Party under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a)	any Bail-In Action in relation to any such liability, including (without limitation):
(i)	a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
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(ii)	a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
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(iii)	a cancellation of any such liability; and
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(b)	a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
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13.	BORROWER’S OPERATING ACCOUNT
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13.1	General

The Borrower undertakes with the Lender that it will:

(a)

on or before the Drawdown Date open the Borrower’s Operating Account; and

(b)

procure that all moneys payable to the Borrower in respect of the Earnings of its Vessel shall, unless and until the Lender directs to the contrary pursuant to the Borrower’s General Assignment, be paid to the Borrower’s Operating Account, free from Security Interests and rights of set off other than those created by or under the Finance Documents and, shall be held there on trust for the Lender and shall be applied as provided in Clause 13.2 (Application of Earnings).

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13.2	Application of Earnings of the Borrower’s Vessel

Subject to the terms and conditions of the Borrower’s Accounts Pledge Agreement no monies shall be withdrawn from the Borrower’s Operating Account save as hereinafter provided. Subject to no Event of Default having occurred and being continuing, all monies paid to the Borrower’s Operating Account (whether being Earnings or not) after discharging the costs (if any) incurred by the Lender, in collecting such monies, shall be applied by the Lender as follows:

(a)	firstly: in payment of any and all sums whatsoever which from time to time become due and payable to the Lender hereunder (such sums to be paid in such order as the Lender may in its sole discretion<br> elect);
(b)	secondly: in payment of the Operating Expenses of the Borrower’s Vessel; and
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(c)	thirdly: any credit balance shall be available to the Borrower to be used (unless the Lender otherwise direct at its discretion) for any purpose not inconsistent with the Borrower’s other obligations<br> under this Agreement.
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13.3	Interest
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Any amounts for the time being standing to the credit of the Borrower’s Operating

      Account shall bear interest at the rate from time to time offered by the Lender to its customers for Dollar deposits of similar amounts and for periods similar to those for which such amounts are likely to remain standing to the credit of the Borrower’s Operating Account. Such interest shall, provided that \(a\) the foregoing provisions of this Clause 13.3 shall have been complied with and \(b\) no Event of Default shall
      have occurred and is continuing, be released to the Borrower.

13.4	Drawings from Borrower’s Operating Account

After the occurrence of an Event of Default which is continuing the Lender shall not permit the Borrower to make any drawings from the Borrower’s Operating Account.

13.5	Sufficient monies

The Borrower hereby warrants that sufficient monies (taking always into account the Pledged Deposit) to meet the next Repayment Instalment plus interest thereon will be accumulated each and every month in the Borrower’s Operating Account.

13.6	Obligations unaffected

The provisions of this Clause 13 do not affect:

(a)	the liability and absolute obligation of the Borrower to repay the Loan and pay interest thereon on the due dates as provided in Clause 3 (Interest) and Clause 4 (Repayment-Prepayment) nor shall they constitute or be construed as constituting a manner of postponement thereof; or
(b)	any other liability or obligation of the Borrower or any other Security Party under any Finance Document.
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13.7	Relocation of Borrower’s Operating Account

The Borrower undertakes with the Lender to comply with or cause to be complied with any written requirement of the Lender from time to time as to the location or re-location of the Borrower’s Operating Account and will from time to time enter into such documentation as the Lender may require in order to create or maintain a Security Interest in the Borrower’s Operating

    Account.

13.8	Authorisation

The Lender shall be entitled (but not obliged) at any time, and to this respect the Lender is hereby authorised by the Borrower from time to time to debit the Borrower’s Operating Account, without notice to the Borrower, in order to discharge any amount due and payable to the Lender under the terms of this Agreement and the Security Documents or otherwise howsoever in connection with the Loan, including, without limitation, any payment of which the Lender has become entitled to demand under Clause 10 (Indemnities - Expenses – Fees). The Lender shall notify the Borrower following any such discharge of any amount due and payable to the Lender giving the necessary details in relation thereto.

13.9	Set-off

Upon the occurrence of an Event of Default or at any time thereafter (whether or not notice of default has been given to the Borrower) when an Event of Default continues the Lender shall be entitled, but not bound, to set off and apply all sums standing to the credit of the Borrower’s Operating Account and accrued interest (if any) without notice to the Borrower in the manner specified in Clause 11.3 (Application of receipts) (and express and irrevocable authority is hereby given by the Borrower to the Lender so to debit the Borrower’s Operating Account accordingly by the same and the Borrower shall be released to the extent of such set off and application).

13.10	No Security Interests

The Borrower hereby covenants with the Lender that the Borrower’s Operating Account and any moneys therein shall not be charged, assigned, transferred or pledged nor shall there be granted by the Borrower or suffered to arise any third party rights over or against the whole or any part of the Borrower’s Operating Account other than in favour of the Lender as promised herein and in the Borrower’s General Assignment.

13.11	Operation of Borrower’s Operating Account

The Borrower’s Operating Account shall be operated by the Borrower to the degree permitted by this Agreement and the Borrower’s General Assignment in accordance with the Lender’s usual terms and conditions (full knowledge of which the Borrower hereby acknowledges) and subject to the Lender’s usual charges levied on such accounts and/or transactions conducted on such accounts (as from time to time notified by the Lender to the Borrower).

13.12	Application after occurrence of Event of Default

After the occurrence of an Event of Default which is continuing the Lender shall be entitled, but not bound, to apply the balance (if any) including any accrued interest standing to the credit of the Borrower’s Operating Account in accordance with the provisions of Clause 11.3 (Application of receipts).

13.13	Release

Upon payment in full of all principal, interest and all other amounts due to the Lender under the terms of this Agreement and the other Finance Documents, any balance then standing to the credit of the Borrower’s Operating Account shall be released and paid to the Borrower or to whomsoever else may be entitled to receive such balance.

14.	ASSIGNMENT, TRANSFER, PARTICIPATION, LENDING OFFICE

14.1	Binding Effect

This Agreement shall be binding upon and inure to the benefit of the Lender and the Borrower and their respective successors and permitted assigns.

14.2	No Assignment by the Borrower and other Security Parties

Neither the Borrower nor any other Security Parties may assign or transfer any of its rights and/or obligations under this Agreement or any of the other Finance Documents or any documents executed pursuant to this Agreement and/or the other Finance Documents.

14.3	Assignment by the Lender

The Lender may at any time without the consent of, or consultation with, but upon prior 15 days notice to the Borrower and the other Security Parties, cause all or any part of its rights, benefits and/or obligations under this Agreement and the other Finance Documents to be assigned or transferred to:

(b)	another branch, any Subsidiary or Affiliate of, or company controlled by, the Lender,
(c)	a member of the European Central Bank System, a credit institution, a financial services institution, a financial institution, an insurance company, a social security fund, a pension fund, an investment company/trust or a special purpose<br> company established for the purposes of securitization,
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(d)	a capital investment company, hedge fund, financial intermediary or special purpose vehicle associated to any of them or
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(e)	a trust corporation, fund or other person which regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets of which are managed or serviced by the Lender
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(in each case an “Assignee” or a “Transferee”),

provided that the Assignee or Transferee, shall deliver to the Lender such undertaking as the Lender may approve, whereby it becomes bound by the terms of this Agreement and agrees to perform all or, as the case may be, part of the Lender’s obligations under this Agreement; and

provided further that the liabilities of the Borrower under this Agreement and any other Finance Document shall not be increased as a result of any such assignment or transfer and that in the event that the Borrower’ liabilities (actual or contingent) are increased, the Borrower shall not be liable for any such excess.

14.4	Participation

The Lender may at any time without the consent of, or consultation with, or notice to the Borrower sub-participate all or any part of its rights, benefits and/or obligations under this Agreement and the other Finance Documents without the consent of, or consultation with or notice to the Borrower and the other Security Parties, provided that the liabilities of the Borrower under this Agreement and any other Finance Document shall not be increased as a result of any such sub-participation and that in the event that the Borrower’s liabilities (actual or contingent) are increased, the Borrower shall not be liable for any such excess.

14.5	Cost

Any cost of such assignment or transfer or granting sub-participation shall be for the account of the Lender and/or the Assignee, Transferee or sub-participant unless any such assignment, transfer or sub-participation is undertaken at the request of the Borrower in which case any cost arising therefrom shall be for the account of the Borrower.

14.6	Documenting assignments and transfers

If the Lender assigns, transfers or in any other manner grants participation in respect of all or any part of its rights or benefits or transfers all or any of its obligations as provided in this Clause 14.6 the Borrower undertake, immediately on being requested to do so by the Lender, to enter at the expense of the Lender into and procure that each Security Party enters into such documents as may be necessary to transfer to the Assignee, Transferee or participant all or the relevant part of the interest of the Lender in the Finance Documents and all relevant references in this Agreement to the Lender shall thereafter be construed as a reference to the Lender and/or Assignee, Transferee or participant of the Lender to the extent of their respective interests and, in the case of a transfer of all or part of the obligations of the Lender, the Borrower shall thereafter look only to the Assignee, Transferee or participant in respect of that proportion of the obligations of the Lender under this Agreement assumed by such Assignee, Transferee or participant. Subject to the provisions of Clause 14.3 (Assignment by the Lender), the Borrower hereby expressly consents to any subsequent transfer of the rights and obligations of the Lender and undertakes that it shall join in and execute such supplemental or substitute agreements as may be necessary to enable the Lender to assign and/or transfer and/or grant participation in respect of its rights and obligations to another branch or to one or more banks or financial institutions in a syndicate or otherwise. The cost of any such assignment shall be borne by the Lender and/or the relevant Assignee or Transferee.

14.7	Disclosure of information

The Lender may without the consent of, or consultation with or notice to the Borrower and the other Security Parties, disclose to a prospective assignee, substitute or transferee in relation to this Agreement such information about the Borrower as the Lender shall consider appropriate if the Lender first procures that the relevant prospective assignee, substitute or transferee (such person together with any prospective assignee, substitute or transferee being hereinafter described as the “Prospective Assignee”) shall undertake in to the Lender to keep secret and confidential and, without the consent of the Borrower, not disclose to any third party any of the information, reports or documents supplied by the Lender provided, however, that the Prospective Assignee shall be entitled to disclose such information, reports or documents in the following situations:

(a)	in relation to any proceedings arising out of this Agreement or the other Finance Documents to the extent considered necessary by the Prospective Assignee to protect its interest; or
(b)	pursuant to a court order relating to discovery or otherwise; or
---	---
(c)	pursuant to any law or regulation or to any fiscal, monetary, tax, governmental or other competent authority; or
---	---
(d)	to its auditors, legal or other professional advisers.
---	---

In addition the Prospective Assignee shall be entitled to disclose or use any such information, reports or documents if the information contained therein shall have emanated in conditions free from confidentiality, bona fide from some person other than the Lender or the Borrower.

14.8	Changes in constitution or reorganisation of the Lender

For the avoidance of doubt and without prejudice to the provisions of Clause 14.1 (Binding Effect), this Agreement shall remain binding on the Borrower and the other Security Parties notwithstanding any change in the constitution of the Lender or its absorption in, or amalgamation with, or the acquisition of all or part of its undertaking or assets by, any other person, or any reconstruction or reorganisation of any kind, to the intent that this Agreement shall remain valid and effective in all respects in favour of any Assignee, Transferee or other successor in title of the Lender in the same manner as if such Assignee, Transferee or other successor in title had been named in this Agreement as a party instead of, or in addition to, the Lender.

14.9	Securitisation

The Lender may include all or any part of the Loan in a securitisation (or similar transaction) without the consent of, or consultation with, but with notice to the Borrower. The Borrower will assist the Lender as necessary to achieve a successful securitisation (or similar transaction) provided that the Borrower shall not be required to bear any third party costs related to any such securitisation (or similar transaction) and that such securitisation (or similar transaction) shall not result in an increase of the obligations of the Borrower and/or any other Security Parties under this Agreement and the other Security Documents and need only provide any such information which any third parties may reasonably require.

14.10	Lending Office

The Lender shall lend through its office at the address specified in the preamble of this Agreement or through any other office of the Lender selected from time to time by it through which the Lender wishes to lend for the purposes of this Agreement. If the office through which the Lender is lending is changed pursuant to this Clause 14.10, the Lender shall notify the Borrower promptly of such change and upon notification of any such transfer, the word “Lender” in this Agreement and in the other Finance Documents shall mean the Lender, acting through such branch or branches and the terms and provisions of this Agreement and of the other Finance Documents shall be construed accordingly.

15.	MISCELLANEOUS

15.1	Time of essence

Time shall be of the essence of this Agreement.

15.2	Cumulative Remedies

The rights and remedies of the Lender contained in this Agreement and the other Finance Documents are cumulative and not neither exclusive of each other nor of any other rights or remedies conferred by law.

15.3	No implied waivers

No failure, delay or omission by the Lender to exercise any right, remedy or power vested in the Lender under this Agreement and/or the other Finance Documents or by law shall impair such right or power, or be construed as a waiver of, or as an acquiescence in any default by the Borrower, nor shall any single or partial exercise by the Lender of any power, right or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy. In the event of the Lender on any occasion agreeing to waive any such right, remedy or power, or consenting to any departure from the strict application of the provisions of this Agreement or of any other Finance Document, such waiver shall not in any way prejudice or affect the powers conferred upon the Lender under this Agreement and the other Finance Documents or the right of the Lender thereafter to act strictly in accordance with the terms of this Agreement and the other Finance Documents. No modification or waiver by the Lender of any provision of this Agreement or of any of the other Finance Documents nor any consent by the Lender to any departure therefrom by any Security Party shall be effective unless the same shall be in writing and then shall only be effective in the specific case and for the specific purpose for which given. No notice to or demand on any such party in any such case shall entitle such party to any other or further notice or demand in similar or other circumstances.

15.4	Integration of Terms

This Agreement contains the entire agreement of the parties and its provisions supersede the provisions of the Commitment Letter (save for the provisions thereof which relate to fees) any and all other prior correspondence and oral negotiation by the parties in respect of the matters regulated by this Agreement.

15.5	No modification, waiver etc. unless in writing

No modification or waiver by the Lender of any provision of this Agreement or of any of the other Finance Documents nor any consent by the Lender to any departure therefrom by any Security Party shall be effective unless the same shall be in writing and then shall only be effective in the specific case and for the specific purpose for which given. No notice to or demand on any such party in any such case shall entitle such party to any other or further notice or demand in similar or other circumstances.

15.6	Invalidity of Terms

In the event of any provision contained in one or more of this Agreement, the other Finance Documents and any other documents executed pursuant hereto or thereto being invalid, illegal or unenforceable in any respect under any applicable law in any jurisdiction whatsoever, such provision shall be ineffective as to that jurisdiction only without affecting the remaining provisions hereof or thereof. If, however, this event becomes known to the Lender prior to the drawdown of the Commitment or of any part thereof the Lender shall be entitled to refuse drawdown until this discrepancy is remedied. In case that the invalidity of a part results in the invalidity of the whole Agreement, it is hereby agreed that there will exist a separate obligation of the Borrower for the prompt payment to the Lender of all the Outstanding Indebtedness. Where, however, the provisions of any such applicable law may be waived, they are hereby waived by the parties hereto to the full extent permitted by the law to the intent that this Agreement, the other Finance Documents and any other documents executed pursuant hereto or thereto shall be deemed to be valid binding and enforceable in accordance with their respective terms.

15.7	Language and genuineness of documents
(a)	Language: All certificates, instruments and other documents to be delivered under or supplied in connection with this Agreement or any of the other Finance Documents shall be in the Greek or the English language (or such other<br> language as the Lender shall agree) or shall be accompanied by a certified Greek translation upon which the Lender shall be entitled to rely.
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(b)	Certification of documents: Any copies of documents delivered to the Lender shall be duly certified as true, complete and accurate copies by appropriate authorities or legal counsel practising in Greece or otherwise as will be<br> acceptable to the Lender at the sole discretion of the Lender.
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(c)	Certification of signature: Signatures on Board or shareholder resolutions, Secretary’s certificates and any other documents are, at the discretion of the Lender, to be verified for their genuineness by appropriate Consul or<br> other competent authority.
---	---
15.8	Recourse to other security
---	---

The Lender shall not be obliged to make any claim or demand or to resort to any Finance Document or other means of payment now or hereafter held by or available to it for enforcing this Agreement or any of the Finance Documents against the Security Parties (or any of them) or any other person liable and no action taken or omitted by the Lender in connection with any such Finance Document or other means of payment will discharge, reduce, prejudice or affect the liability of any Security Party under this Agreement and the other Finance Documents to which it is, or is to be, a party.

15.9	Further assurances

The Borrower undertakes that the Finance Documents shall both at the date of execution and delivery thereof and so long as any moneys are owing under any of the Finance Documents be valid and binding obligations of the respective parties thereto and enforceable in accordance with their respective terms and that it will, at its expense, execute, sign, perfect and do and (if required) register, and will procure the execution, signing, perfecting, doing and (if required) registering by each of the other Security Parties of, any and every such further assurance, document, act or thing as in the reasonable opinion of the Lender may be necessary or desirable for perfecting the security contemplated or constituted by the Finance Documents.

15.10	Confidentiality
(a)	Each of the parties hereto agrees and undertakes to keep confidential any documentation and any confidential information concerning the business, affairs, directors or employees of the other which comes into its possession in connection<br> with this Agreement and not to use any such documentation, information for any purpose other than for which it was provided.
---	---

(b)	The Borrower acknowledges and accepts that the Lender may be required by law, regulation or regulatory requirement or any request of any central bank or any court order to disclose information and deliver documentation relating to the<br> Borrower and the transactions and matters in relation to this Agreement and/or the other Finance Documents to governmental or regulatory agencies and authorities.
(c)	The Borrower acknowledges and accepts that in case of occurrence of any of the Events of Default the Lender may disclose information and deliver documentation relating to the Borrower and the transactions and matters in relation to this<br> Agreement and/or the other Finance Documents to third parties to the extent that this is necessary for the enforcement or the contemplation of enforcement of the Lender’s rights or for any other purpose for which in the opinion of the<br> Lender, such disclosure would be useful or appropriate for the interests of the Lender or otherwise and the Borrower expressly authorises any such disclosure and delivery.
---	---
(d)	The Borrower acknowledges and accepts that the Lender may be prohibited from disclosing information to the Borrower by reason of law or duties of confidentiality owed or to be owed to other persons.
---	---
15.11	Process of personal data
---	---
(a)	Process of personal data: The Borrower hereby confirms that it has been informed that its personal data and/or the personal data of its director(s), officer(s) and legal representative(s) (together the “personal data”) contained in this Agreement or the personal data that have been or will be lawfully received by the Lender in relation to this Agreement and the Finance Documents<br> will be included at the personal data database maintained by the Lender as processing agent (Υπεύθυνη Επεξεργασίας) and will be processed by the Lender in accordance with the European Regulation<br> 679/2016 and the Hellenic Law 4684/2019 for the purpose of properly serving, supporting and monitoring their current business relationship. The Borrower hereby declares that it has taken knowledge of the Notice on Procession of Data «Ενημέρωση για την Επεξεργασία Δεδομένων Προσωπικού Χαρακτήρα»), located on the Lender’s website (https://apps.alpha.gr/GDPR/files/GDPR.pdf.
---	---
(b)	Duration of the process: The personal data process shall survive the termination of this Agreement for such period as it is required by the applicable law.
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16.	NOTICES AND COMMUNICATIONS
---	---

16.1	Notices

Every notice under or in connection with this Agreement or any other Finance Document shall be given by letter, electronic mail or fax; and references in the Finance Documents to written notices, notices in writing and notices signed by particular persons shall be construed accordingly.

(a)	every such notice in the case of a letter shall be in writing delivered personally or be first-class prepaid letter, or shall be served through a process server or subject to Clauses 10.9 (Communications<br><br><br><br><br><br><br> Indemnity) and 16.4 (Effect of electronic communication) by fax or electronic mail;

(b)	be deemed to have been received, subject as otherwise provided in this Agreement or the relevant Finance Document, in the case of a letter, when delivered personally or five (5) days after it has been put in to the post and, in the case<br> of a facsimile transmission or electronic mail 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<br> 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
(c)	be sent by letter, electronic mail or fax:
---	---
(i)	if to be sent to any Security Party, to:
---	---

c/o SEANERGY MARITIME HOLDINGS CORP.

154 Vouliagmenis Avenue,

16674 Glyfada, Athens, Greece

Facsimile No: +30 210 9638404

Attention: Chief Financial Officer

E-mail: finance@seanergy.gr

legal@seanergy.gr

(ii)	in the case of the Lender at:

Alpha Bank S.A.,

93 Akti Miaouli, Piraeus, Greece,

Fax No. +30 210 42 90 268

Attention: The Manager

E-mail: shipdivision@alpha.gr

or to such other person, address or fax number or electronic mail address as is notified by the relevant Security Party or the Lender (as the case may be) to the other parties to this Agreement and, in the case of any such change of address or fax number or electronic mail address notified to the Lender, the same shall not become effective until notice of such change is actually received by the Lender and a copy of the notice of such change is signed by the Lender.

16.2	Illegible notices

Clause 16.1 (Notices) does not apply if the recipient of a notice notifies the sender within one hour after the time at which the notice would otherwise be deemed to be served that the notice has been received in a form which is illegible in a material respect.

16.3	Valid notices

A notice under or in connection with a Finance Document shall not be invalid by reason that its contents or the manner of serving it do not comply with the requirements of this Agreement or, where appropriate, any other Finance Document under which it is served if:

(a)	the failure to serve it in accordance with the requirements of this Agreement or other Finance Document, as the case may be, has not caused any party to suffer any significant loss or prejudice; or

(b)	in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars should have been.
16.4	Effect of electronic communication
---	---
(a)	Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if<br> those two Parties:
---	---
(i)	notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and
---	---
(ii)	notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.
---	---
(b)	Any such electronic communication as specified in paragraph (a) above to be made between a Security Party and the Lender may only be made in that way to the extent that those two Parties agree that, unless and until notified to the<br> contrary, this is to be an accepted form of communication.
---	---
(c)	Any such electronic communication as specified in paragraph (a) above made between any two Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made by<br> a Party to the Lender only if it is addressed in such a manner as the Lender shall specify for this purpose.
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(d)	Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 5.00 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose of<br> this Agreement shall be deemed only to become effective on the following Business Day.
---	---
(e)	Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this Clause 17.6
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16.5	Meaning of “notice”
---	---

In this Clause 16, “notice” includes any demand, consent, authorisation, approval, instruction, waiver or other communication.

17.	LAW AND JURISDICTION

17.1	Governing Law
(a)	This Agreement and any non-contractual obligations connected with it shall be governed by and construed in accordance with English Law.
---	---
(b)	For the purposes of enforcement in Greece, it is hereby expressly agreed that English law as the governing law of this Agreement will be proved by an affidavit of a solicitor from an English law firm to be appointed by the Lender and the<br> said affidavit shall constitute full and conclusive evidence binding on the Borrower but the Borrower shall be allowed to rebut such evidence save for witness.
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17.2	Jurisdiction
(a)	The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement or any non-contractual obligations connected with it (including a dispute regarding the existence, validity or<br> termination of this Agreement and including claims arising out of tort or delict) (a “Dispute”). The Borrower irrevocably and unconditionally submits to the jurisdiction of such<br> courts.
---	---
(b)	The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary and waives any objections to the<br> inconvenience of England as a forum.
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(c)	This Clause 17.2 is for the benefit of the Lender only. As a result, the Lender shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender may<br> take concurrent proceedings in any number of jurisdictions.
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17.3	Process Agent for English Proceedings
---	---
Without prejudice to any other mode of service allowed under any relevant law the Borrower irrevocably designates, appoints and Messrs. Shoreside Agents Ltd, presently at 5 St.Helen’s Place, London EC3A 6AB (T: +44 (0)20 3771 8869, M: +<br> 44 (0) 7591 440086, F: +44 (0)20 3771 8870, attention: Andrew Johnson (hereinafter called the “Process Agent for English Proceedings”), to receive for it and on its behalf, service of<br> process issued out of the English courts in relation to any proceedings before the English courts in connection with any Finance Document, provided, however, that:
---
(a)	the Borrower hereby agrees and undertakes to maintain a Process Agent for English Proceedings throughout the Security Period and hereby agrees that in the event that if any Process Agent for English Proceedings is unable for any reason to act as agent for service of process, the Borrower must immediately (and in any event within fifteen (15) days of such event taking place) appoint<br> another agent on terms acceptable to the Lender. Failing this, the Lender may appoint for this purpose a substitute Process Agent for English Proceedings and the Lender is hereby irrevocably authorised to<br> effect such appointment on Borrower’s behalf. The appointment of such Process Agent for English Proceedings shall be valid and binding from the date notice of such appointment is given by the Lender to the Borrower in accordance with<br> Clause 16.1 (Notices); and
---	---
(b)	the Borrower hereby agrees that failure by a Process Agent for English Proceedings to notify the Borrower of the process will not invalidate the<br> proceedings concerned.
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17.4	Proceedings in any other country
---	---

If it is decided by the Lender that any such proceedings should be commenced in any other country, then any objections as to the jurisdiction or any claim as to the inconvenience of the forum is hereby waived by the Borrower and it is agreed and undertaken by the Borrower to instruct lawyers in that country to accept service of legal process and not to contest the validity of such proceedings as far as the jurisdiction of the court or courts involved is concerned and the Borrower agrees that any judgment or order obtained in an English court shall be conclusive and binding on the Borrower and shall be enforceable without review in the courts of any other jurisdiction.

17.5	Process Agent (antiklitos) in Greece

Mrs. Theodora Mitropetrou, an Attorney-at-Law, presently of c/o Seanergy 154 Vouliagmenis Avenue, 16674 Glyfada, Athens, Greece (hereinafter called the “Process Agent for Greek Proceedings”) is hereby appointed by the Borrower as agent to accept service, upon whom any judicial process in respect of proceedings in Greece may be served and any process notice, judicial or extra-judicial request, demand for payment, payment order, foreclosure proceedings, notarial announcement of claim, notice, request, demand or other communication under this Agreement or any of the Finance Documents. In the event that the Process Agent for Greek Proceedings (or any substitute process agent notified to the Lender in accordance with the foregoing) cannot be found at the address specified above (or, as the case may be, notified to the Lender), which will be conclusively proved by a deed of a process server to the effect that the Process Agent for Greek Proceedings was not found at such address, any process notice, judicial or extra-judicial request, demand for payment, payment order, foreclosure proceedings, notarial announcement of claim or other communication to be sent to any Security Party may be validly served/notified in accordance with the relevant provisions of the Hellenic Code on Civil Procedure.

17.6	Third Party Rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

17.7	Meaning of “proceedings”

In this Clause 17 “proceedings” means proceedings of any kind, including an application for a provisional or protective measure.

[Intentionally left blank]

EXECUTION PAGE

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be duly executed on the date stated at the beginning of this Agreement.

SIGNED by	)
Mrs. Theodora Mitropetrou	)
for and on behalf of	)
DUKE SHIPPING CO.,	)
of the Marshall Islands,	)	/s/ Theodora Mitropetrou
in the presence of:	)	Attorney-in-fact
Witness: /s/ Ioannis Kotronias
---
Name: Ioannis Kotronias
Address: 13 Defteras Merarchias
Piraeus, Greece
Occupation: t. Attorney-at-Law
SIGNED by	)
---	---	---
Mrs. Aikaterini Damianidou and	)	/s/ Aikaterini Damianidou
Mrs. Chryssanthi Papathanasopoulou	)	Attorney-in-fact
for and on behalf of	)
ALPHA BANK S.A.,	)
in the presence of:	)	/s/ Chryssanthi Papathanasopoulou
		Attorney-in-fact
Witness: /s/ Ioannis Kotronias
---
Name: Ioannis Kotronias
Address: 13 Defteras Merarchias
Piraeus, Greece
Occupation: t. Attorney-at-Law

SCHEDULE 1

FORM OF DRAWDOWN NOTICE

(referred to in Clause 2.2)

To:	ALPHA BANK S.A.

93 Akti Miaouli,

Piraeus, Greece

(the “Lender”)

[●] June, 2022

Re: US$21,000,000 Loan Agreement dated [●] June, 2022 made between (A) DUKE SHIPPING CO. (the “Borrower”)<br> and (B) the Lender (the “Loan Agreement”).
1.	We refer to the Loan Agreement and hereby give you notice that we wish to draw the Commitment as follows:
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(a)	Loan: the full amount of the Commitment in the amount of Twenty one million Dollars ($21,000,000);
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(b)	Drawdown Date: [●] June, 2022;
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(c)	Duration of first Interest Period: duration of the first Interest Period in respect of the Loan shall be [●] months; and
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(d)	Payment instructions: [The funds to be credited into the Operating Account for application for the purpose set out in Clause<br> 1.1 (Amount and purpose) of the Loan Agreement].
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2.	We confirm, represent and warrant that:
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(a)	no event or circumstance has occurred and is continuing which constitutes a Default;
---	---
(b)	the representations and warranties contained in Clause 6 (Representations and warranties) of the Loan Agreement and the representations and warranties contained in each of the other<br> Finance Documents would remain true and not misleading if repeated on the date of this Drawdown Notice with reference to the circumstances now existing;
---	---
(c)	the borrowing to be effected by the drawing down of the Commitment will be within our corporate powers, has been validly authorised by appropriate corporate action and will not cause any limit on our borrowings (whether imposed by<br> statute, regulation, agreement or otherwise) to be exceeded; and
---	---
(d)	to the best of our knowledge and belief there has been no Material Adverse Change in our financial position or in the consolidated financial position of ourselves and the other Security Parties from that described by us to the Lender in<br> the negotiation of the Loan Agreement.
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3.	This Drawdown Notice cannot be revoked without the prior consent of the Lender.

Words and expressions defined in the Loan Agreement shall have the same meanings when used herein.

SIGNED by	)
Mrs.	)
for and on behalf of	)
the Borrower	)
DUKE SHIPPING CO.,	)
of the Marshall Islands,	)
in the presence of:	)	Attorney-in-fact
Witness:
---	---
Name:
Address:	13 Defteras Merarchias
	Piraeus, Greece
Occupation:	t. Attorney-at-Law

Schedule 2

Form of Insurance Letter

To:	[P&I Club]
[●]
---
[●]
---
From:	DUKE SHIPPING CO.
---	---
Trust Company Complex,
---

Ajeltake Road, Ajeltake Island,

Majuro, Marshall Islands MH 96960

[●] 20[●]

Dear Sirs

m.v. “[●]” (the “Vessel”)

We are obtaining loan finance from ALPHA BANK S.A. (the “Lender”) secured (inter alia) by a first ship mortgage over the Vessel. The Vessel's insurances will also be assigned to the Lender.

You are hereby authorised to send a copy of the Certificate of Entry for the Vessel to the Lender, c/o their lawyers, namely, Theo V. Sioufas & Co. Law Offices, of 13 Defteras Merarchias Street, 185 35 Piraeus, Greece. Further, you are also irrevocably authorised to provide the Lender from time to time with any other information whatsoever which they may require relating to the entry of the Vessel in the association.

This letter is governed by, and shall be construed in accordance with, English law.

For and on behalf of

DUKE SHIPPING CO.

Schedule 3

Reference Rate Terms

(i) CURRENCY	Dollars
(ii) Cost of funds as a fallback	Cost of funds will apply as a fallback.
(iii) Definitions
(iv) Additional Business Days	An RFR Banking Day.
(v) Central Bank Rate:	(a) The short-term interest rate target set by the US Federal Open Market Committee as published by the Federal Reserve Bank of New York from time to time; or<br><br> <br><br><br> <br>(b) if that target is not a single figure, the arithmetic mean of:<br><br> <br><br><br> <br>(i) the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New<br> York; and<br><br> <br><br><br> <br>(ii) the lower bound of that target range.
(vi) Central Bank Rate Adjustment	In relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the 20 per cent. trimmed arithmetic mean (calculated by the Lender), of the Central Bank Rate Spreads for the<br> five most immediately preceding RFR Banking Days for which the RFR is available.
(vii) Central Bank Rate Spread	In relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Lender of:<br><br> <br><br><br> <br>(a) the relevant Daily Rate; and<br><br> <br><br><br> <br>(b) the Central Bank Rate prevailing at close of business on that RFR Banking Day.

(viii) Daily Rate:	The "Daily Rate" for any RFR Banking Day is:<br><br> <br><br><br> <br>(a) the RFR for that RFR Banking Day; or<br><br> <br><br><br> <br>(b) if the RFR is not available for that RFR Banking Day, the percentage rate per annum which is the aggregate of:<br><br> <br><br><br> <br>(i) the Central Bank Rate for that RFR Banking Day; and<br><br> <br><br><br> <br>(ii) the applicable Central Bank Rate Adjustment; or<br><br> <br><br><br> <br>(c) if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is not available, the percentage rate per annum which is the<br> aggregate of:<br><br> <br><br><br> <br>(i) the most recent Central Bank Rate for a day which is no more than five RFR Banking Days before that RFR Banking Day; and<br><br> <br><br><br> <br>(ii) the applicable Central Bank Rate Adjustment,<br><br> <br><br><br> <br>rounded, in either case, to four decimal places and, if less than zero, the Daily Rate shall be deemed to be zero.
(ix) Lookback Period:	Five RFR Banking Days
(x) Market Disruption Rate:	The percentage rate per annum which is the Cumulative Compounded RFR Rate for the Interest Period of the Loan or the relevant part of the Loan.
(xi) Relevant Market:	The market for overnight cash borrowing collateralised by the US Government securities.
(xii) Reporting Day:	The Business Day which follows the day which is the Lookback Period prior to the last day of the Interest Period.
(xiii) Reporting Times
(xiv) Deadline for Lender to report market disruption in accordance with Clause 3.7 (Market disruption)	Close of business in Piraeus on the Reporting Day for the Loan or the relevant part of the Loan.
(xv) Deadline for Lender to report its cost of funds in accordance with Clause 3.8 (Cost of funds)	Close of business on the date falling two Business Days after the Reporting Day for the Loan or the relevant part of the Loan (or, if earlier, on the date falling two Business Days before the date on which<br> interest is due to be paid in respect of the Interest Period for the Loan or that part of the Loan).
(xvi) RFR:	The secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the Federal Reserve Bank<br> of New York (or any other person which takes over the publication of that rate).
(xvii) RFR Banking Day:	Any day other than:<br><br> <br><br><br> <br>(a) a Saturday or Sunday; and<br><br> <br><br><br> <br>(b) a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of<br> its members be closed for the entire day for purposes of trading in US Government securities.
(xviii) RFR Contingency Period	10 RFR Banking Days

Schedule 4

Cumulative Compounded RFR Rate

The "Cumulative Compounded RFR Rate" for any Interest Period for the Loan or any part of the Loan is the percentage rate per annum (rounded to 4 decimal places) calculated as set out below:

where:

"d0" means the number of RFR Banking Days during the Interest Period;

"i" means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order during the Interest Period;

"DailyRatei-LP" means for any RFR Banking Day "i" during the Interest Period, the Daily Rate for the RFR Banking Day which is the Lookback Period prior to that RFR Banking Day "i";

"ni" means, for any RFR Banking Day "i", the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day;

"dcc" means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number; and

"d" means the number of calendar days during that Interest Period.

Exhibit 4.54

Dated 22 June 2022

US$38,000,000

SUSTAINABILITY-LINKED TERM LOAN FACILITY

WORLD SHIPPING CO. and

HONOR SHIPPING CO.

as joint and several Borrowers

and Hedge Guarantors

and

SEANERGY MARITIME HOLDINGS CORP.

as Guarantor

and

PIRAEUS BANK S.A.

as Original Lender

FACILITY AGREEMENT

relating to the refinancing of the existing indebtedness

secured on m.v. "WORLDSHIP" and financing part

of the acquisition cost of m.v. "MINERAL HAIKU" (tbr. "HONORSHIP")

Index

Clause		Page
Section 1 Interpretation		2
1	Definitions and Interpretation	2
Section 2 The Facility		27
2	The Facility	27
3	Purpose	27
4	Conditions of Utilisation	27
Section 3 Utilisation		29
5	Utilisation	29
Section 4 Repayment, Prepayment and Cancellation		32
6	Repayment	32
7	Prepayment and Cancellation	32
Section 5 Costs of Utilisation		36
8	Interest	36
9	Interest Periods	39
10	Changes to the Calculation of Interest	40
11	Fees	41
Section 6 Additional Payment Obligations		42
12	Tax Gross Up and Indemnities	42
13	Increased Costs	45
14	Other Indemnities	47
15	Mitigation by the Lender	49
16	Costs and Expenses	50
Section 7 GuaranteeS and Joint and Several Liability of Borrowers		51
17	Guarantee and Indemnity - Guarantor	51
18	Joint and several liability of the Borrowers	54
19	Guarantee and Indemnity – Hedge Guarantors	55
Section 8 Representations, Undertakings and Events of Default		59
20	Representations	59
21	Information Undertakings	66
22	Financial Covenants	69
23	General Undertakings	70
24	Insurance Undertakings	78
25	MOA Undertakings	83
26	General Ship Undertakings	84
27	Accounts and application of Earnings	90
28	Security Cover	91
29	Events of Default	93
Section 9 Changes to the Parties		99
30	Changes to the Lender	99
31	Changes to the Transaction Obligors	100
Section 10 Administration		101
32	Payment Mechanics	101
33	Set-Off	103
34	Conduct of Business by the Lender	103
35	Bail-In	103
36	Notices	103
37	Calculations and Certificates	105

38	Partial Invalidity	106
39	Remedies and Waivers	106
40	Entire Agreement	106
41	Settlement or Discharge Conditional	106
42	Irrevocable Payment	107
43	Confidential Information	107
44	Confidentiality of Funding Rates	110
45	Amendments	110
46	Counterparts	111
Section 11 Governing Law and Enforcement		112
47	Governing Law	112
48	Enforcement	112

Schedules

Schedule 1 The Parties		113
	Part A The Obligors	113
	Part B The Original Lender	114
Schedule 2 Conditions Precedent		115
	Part A Conditions Precedent to Utilisation Request	115
	Part B Conditions Precedent to Prepositioning of Funds	118
	Part C Conditions precedent to the Release of Prepositioning of Funds	119
Schedule 3 Requests		121
	Part A Utilisation Request	121
	Part B Selection Notice	123
Schedule 4 Timetables		124
Schedule 5 Form of Compliance Certificate		125

Execution

Execution Pages	126

THIS AGREEMENT is made on 22 June 2022

PARTIES

(1)	WORLD SHIPPING CO., a corporation incorporated in the Republic of the Marshall Islands with registration number 109649, whose<br> registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as a borrower ("Borrower A")
(2)	HONOR SHIPPING CO., a corporation incorporated in the Republic of the Marshall Islands with registration number 114553, whose<br> registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 as a borrower ("Borrower B")
---	---
(3)	SEANERGY MARITIME HOLDINGS CORP., a corporation incorporated in the Republic of the Marshall Islands with registration number 27721, whose registered address is at the Trust<br> Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960, Marshall Islands as guarantor (the "Guarantor")
---	---
(4)	THE COMPANIES listed in Part A of Schedule 1 (The Parties) as hedge guarantors (the "Hedge Guarantors")
---	---
(5)	PIRAEUS BANK S.A., having its registered address at 4 Amerikis Street, 105 64 Athens, Greece acting through its office at 170<br> Alexandras Avenue, 11521 Athens 105 64, Greece as lender (the "Original Lender")
---	---

BACKGROUND

(A)	The Lender has agreed to make available to the Borrowers a facility in aggregate of up to $38,000,000 in two Tranches as follows:
(i)	Tranche A in an amount equal to the lesser of: (a) US$14,850,000; and (b) the Existing Indebtedness as at the Utilisation Date, for the purpose of refinancing the Existing Indebtedness; and
---	---
(ii)	Tranche B in an amount equal to the lesser of: (a) US$23,150,000; (b) 67 per cent. of the Purchase Price of Ship B; (c) 67 per cent. of the Initial Market Value of Ship B; and (d) such amount which when added to<br> Tranche A results in a Loan amount which does not exceed 52 per cent. of (1) the aggregate Initial Market Value of the Ships and (2) the sum of the Initial Market Value of Ship A plus the Purchase Price of Ship B, for the purpose of part<br> financing the Purchase Price payable for Ship B under the MOA.
---	---
(B)	The Lender may enter into interest rate swap transactions (floating to fixed for 3-month LIBOR) with the Borrowers from time to time to hedge the Borrowers' exposure under this Agreement to interest rate<br> fluctuations.
---	---

OPERATIVE PROVISIONS

SECTION 1

INTERPRETATION

1	DEFINITIONS AND INTERPRETATION
1.1	Definitions
---	---

In this Agreement:

"Account" means an Operating Account or the Pledged Deposit Account.

"Account Bank" means Piraeus Bank S.A. acting through its office at 4 Amerikis Street, 105 64 Athens, Greece or acting through its branch at 170 Alexandras Avenue, 115 21 Athens, Greece or any replacement bank or other financial institution as may be approved by the Lender in its discretion.

"Account Security" means a document creating Security over an Account, in agreed form.

"AER" means, in relation to a Ship, the energy efficiency ratio of that Ship using the parameters of fuel consumption, distance travelled and deadweight at maximum summer draught, reported in unit grams of CO2 per tonne per mile and calculated as follows:

where:

(a)	Ci is based on fuel consumption multiplied by the relevant CO2 factor per departure voyage i;
(b)	dwt is the deadweight at maximum summer draught of that Ship;
---	---
(c)	Di is the distance travelled on the voyage; and
---	---
(d)	such calculation is based on all voyages performed by that Ship over a Sustainability Period.
---	---

"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.

"Applicable Margin" means, at any time at which it falls to be determined, the Initial Margin as the same may be reduced by the Sustainability Pricing Adjustment in accordance with Clause 8.6 (Sustainability Pricing Adjustment).

"Approved Brokers" means any firm or firms of insurance brokers approved in writing by the Lender.

"Approved Classification" means:

(a)	in relation to a Ship A, A1 Bulk carrier BC-A (Holds 2, 4, 6 & 8 may be empty), ESP, AMS, ACCU, CPS, CSR; or
(b)	in relation to Ship B, I HULL MACH Bulk carrier ESP -heavy cargo -nonhomload (holds 2, 4, 6, 8 may be empty) Unrestricted navigation AUT-UMS, MON-SHAFT, INWATERSURVEY,
---	---

with the relevant Approved Classification Society or the equivalent classification with another Approved Classification Society.

"Approved Classification Society" means:

(a)	in relation to Ship A, ABS; or
(b)	in relation to Ship B, Bureau Veritas,
---	---

or any other classification society being a member of the International Association of Classification Societies which is approved in writing by the Lender.

"Approved Commercial Manager" means:

(a)	Seanergy Management Corp., a corporation incorporated in the Republic of the Marshall Islands with registration number 29849, whose registered address is at the Trust<br> Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960, Marshall Islands;
(b)	Fidelity Marine Inc., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at the Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960, Marshall<br> Islands; or
---	---
(c)	any other person approved in writing by the Lender as the commercial manager of a Ship.
---	---

"Approved Crew Manager" means:

(a)	Anglo-Eastern Crew Management (Asia) Limited of 17/F Kingston International Centre, 19 Wang Chiu Road, Kowloon Bay, Kowloon, Hong Kong;
(b)	Global Seaways S.A. of the Republic of the Marshall Islands, with registered address at Ajeltake Road, Ajeltake Island, Majuro, MH 96960; or
---	---
(c)	any other person approved in writing by the Lender as the crew manager of a Ship.
---	---

"Approved Flag" means the flag of the Republic of the Marshall Islands or such other flag and, if applicable, port of registry approved in writing by the Lender.

"Approved Manager" means the Approved Commercial Manager, the Approved Technical Manager or the Approved Crew Manager.

"Approved Technical Manager" means:

(a)	V.Ships Greece Ltd. a corporation incorporated in Bermuda having a registered office at 3^rd^ floor, Par-La-Ville Place,<br> 14 Par-La-Ville Road, Hamilton HM 08, Bermuda;

(b)	V.Ships Limited, a corporation incorporated and existing under the laws of Cyprus whose registered office is at Zenas Gunther, 16-18, Agia Triada, 3035 Limassol, Cyprus;
(c)	Seanergy Shipmanagement Corp., a corporation incorporated in the Republic of the Marshall Islands with registration number 71736, whose registered address is at the<br> Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960, Marshall Islands; or
---	---
(d)	any other person approved in writing by the Lender as the technical manager of a Ship.
---	---

"Approved Valuer" means any reputable firm or firms of independent sale and purchase shipbrokers approved in writing by the Lender in its discretion.

"Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

"Assignable Charter" means:

(a)	the Existing Charter; or
(b)	in relation to a Ship, and any other time charterparty, consecutive voyage charter or contract of affreightment in respect of that Ship having a duration (or capable of having a duration) of more than 13 months<br> and any guarantee of the obligations of the charterer under such charter in each case made on terms and with a charterer acceptable in all respects to the Lender.
---	---

"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, legalisation or registration.

"Availability Period" means the period from and including the date of this Agreement to and including 30 August 2022 or such later date as may be approved in writing by the Lender in its discretion.

"Bail-In Action" means the exercise of any Write-down and Conversion Powers.

"Bail-In Legislation" means:

(a)	in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from<br> time to time;
(b)	in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion<br> Powers contained in that law or regulation; and
---	---
(c)	in relation to the United Kingdom, the UK Bail-In Legislation.
---	---

"Balloon Instalment" has the meaning given to it in Clause 6.1 (Repayment of Loan).

"Borrower" means Borrower A or Borrower B.

"Break Costs" means the amount (if any) by which:

(a)	the interest which the Lender should have received for the period from the date of receipt of all or any part of the Loan or an Unpaid Sum to the last day of the current Interest Period in relation to the Loan,<br> the relevant part of the Loan or that Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period,

exceeds

(b)	the amount which the Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the Relevant Interbank Market for a period<br> starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London and Athens and, in respect of a day on which a payment is required to be made under (i) a Finance Document, also in New York and (ii) the MOA, also in Japan.

"Charter" means, in relation to a Ship, any charter relating to that Ship, or other contract for its employment, whether or not already in existence, including (without limitation) the Existing Charter and any Assignable Charter.

"Charter Guarantee" means any guarantee, bond, letter of credit or other instrument (whether or not already issued) supporting a Charter.

"Charterparty Assignment" means the assignment creating Security over the rights of the relevant Borrower under any Assignable Charter and any Charter Guarantee relative thereto in agreed form.

"Code" means the US Internal Revenue Code of 1986.

"Commitment" means the amount of $38,000,000 to the extent not cancelled or reduced under this Agreement.

"Compliance Certificate" means a certificate in the form set out in Schedule 5 (Form of Compliance Certificate) or in any other form agreed between the Guarantor and the Lender.

"Confidential Information" means all information relating to any Transaction Obligor, the Group, the Finance Documents or the Facility of which the Lender becomes aware in its capacity as, or for the purpose of becoming, the Lender or which is received by the Lender in relation to, or for the purpose of becoming the Lender under, the Finance Documents or the Facility from any Transaction Obligor, any member of the Group or any of its advisers in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(a)	is or becomes public information other than as a direct or indirect result of any breach by the Lender of Clause 43 (Confidential Information); or
(b)	is identified in writing at the time of delivery as non-confidential by any Transaction Obligor, any member of the Group or any of its advisers; or
---	---
(c)	is known by the Lender before the date the information is disclosed to it by any Transaction Obligor, any member of the Group or any of its advisers or is lawfully obtained by the Lender after that date, from a<br> source which is, as far as the Lender is aware, unconnected with any Transaction Obligor or the Group and which, in either case, as far as the Lender is aware, has not been obtained in breach of, and is not otherwise subject to, any<br> obligation of confidentiality; and
---	---

"Confidentiality Undertaking" means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time to time or in any other form agreed between the Borrowers and the Lender.

"Deed of Release" means a deed releasing the Existing Security in a form acceptable to the Lender.

"Default" means an Event of Default or a Potential Event of Default.

"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Lender.

"Delivery Date" means the date on which Ship B is delivered by the Seller to, and accepted by, Borrower B under the MOA.

"Disruption Event" means either or both of:

(a)	a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or<br> otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties or, if applicable, any Transaction Obligor; or
(b)	the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party or, if applicable, any Transaction Obligor preventing<br> that, or any other, Party or, if applicable, any Transaction Obligor:
---	---
(i)	from performing its payment obligations under the Finance Documents to which it is a party; or
---	---
(ii)	from communicating with other Parties or, if applicable, any Transaction Obligor in accordance with the terms of the Finance Documents,
---	---

and which (in either such case) is not caused by, and is beyond the control of, the Party or, if applicable, any Transaction Obligor whose operations are disrupted.

"Document of Compliance" has the meaning given to it in the ISM Code.

"dollars" and "$" mean the lawful currency, for the time being, of the United States of America.

"Earnings" means, in relation to a Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to a Borrower or the Lender and which arise out of or in connection with or relate to the use or operation of that Ship, including (but not limited to):

(a)	the following, save to the extent that any of them is, with the prior written consent of the Lender, pooled or shared with any other person:
(i)	all freight, hire and passage moneys including, without limitation, all moneys payable under, arising out of or in connection with a Charter or a Charter Guarantee;
---	---
(ii)	the proceeds of the exercise of any lien on sub-freights;
---	---
(iii)	compensation payable to a Borrower or the Lender in the event of requisition of that Ship for hire or use;
---	---
(iv)	remuneration for salvage and towage services;
---	---
(v)	demurrage and detention moneys;
---	---
(vi)	without prejudice to the generality of sub-paragraph (i) above, damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of that Ship;
---	---
(vii)	all moneys which are at any time payable under any Insurances in relation to loss of hire;
---	---
(viii)	all monies which are at any time payable to a Borrower in relation to general average contribution; and
---	---
(b)	if and whenever that Ship is employed on terms whereby any moneys falling within sub-paragraphs (i) to (viii) of paragraph (a) above are pooled or shared with any other person, that proportion of the net receipts<br> of the relevant pooling or sharing arrangement which is attributable to that Ship.
---	---

"EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway.

"Environmental Approval" means any present or future permit, ruling, variance or other Authorisation required under Environmental Law.

"Environmental Claim" means any claim by any governmental, judicial or regulatory authority or any other person which arises out of an Environmental Incident or an alleged Environmental Incident or which relates to any Environmental Law and, for this purpose, "claim" includes a claim for damages, compensation, contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset.

"Environmental Incident" means:

(a)	any release, emission, spill or discharge of Environmentally Sensitive Material whether within a Ship or from a Ship into any other vessel or into or upon the air, water, land or soils (including the seabed) or<br> surface water; or
(b)	any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water from a vessel other than any<br> Ship and which involves a collision between any Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Ship is actually or potentially liable to be arrested, attached,<br> detained or injuncted and/or a Ship and/or any Transaction Obligor and/or any operator or manager of a Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or
---	---
(c)	any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water otherwise than from a<br> Ship and in connection with which any Ship is actually or potentially liable to be arrested and/or where any Transaction Obligor and/or any operator or manager of a Ship is at fault or allegedly at fault or otherwise liable to any legal or<br> administrative action, other than in accordance with an Environmental Approval.
---	---

"Environmental Law" means any present or future law relating to pollution or protection of human health or the environment, to conditions in the workplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatened releases of Environmentally Sensitive Material.

"Environmentally Sensitive Material" means and includes all contaminants, oil, oil products, toxic substances and any other substance (including any chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous.

"EU Bail-In Legislation Schedule" means the document described as such and published by the LMA from time to time.

"Event of Default" means any event or circumstance specified as such in Clause 29 (Events of Default).

"Existing Charter" means a time charter in respect of the Ship A dated 22 June 2021 made between Borrower A and the Existing Charterer with a duration of no less than 12 (twelve) months (commencing from 2 September 2021) a at a minimum daily rate of US$30,000, as amended by addendum No. 1 thereto dated 29 July 2021, addendum No. 2 thereto dated 6 October 2021, addendum no. 3 thereto dated 27 October 2021 and as from time to time further amended or supplemented in accordance with the terms of the Finance Documents.

"Existing Charterer" means Cargill International S.A., a company incorporated under the laws of Switzerland and having its registered office at Esplanade de-Normandie, 1206 Geneva Pont-Rouge 4, 1212 Grand-Lancy, Switzerland.

"Existing Facility Agreement" means the facility agreement dated 12 November 2021 (as amended and supplemented from time to time) and entered into between Borrower A as borrower and the Original Lender as lender to refinance part of the acquisition cost of Ship A.

"Existing Indebtedness" means, at any date, the outstanding Financial Indebtedness of Borrower A on that date under the Existing Facility Agreement.

"Existing Security" means any Security created to secure the Existing Indebtedness.

"Facility" means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

"Facility Office" means the office or offices through which the Lender will perform its obligations under this Agreement.

"FATCA" means:

(a)	sections 1471 to 1474 of the Code or any associated regulations;
(b)	any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or<br> regulation referred to in paragraph (a) above; or
---	---
(c)	any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation<br> authority in any other jurisdiction.
---	---

"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA.

"FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction.

"Fleet Vessels" means the vessels from time to time owned by the members of the Group and "Fleet Vessel" means any of them.

"Finance Document" means:

(a)	this Agreement;
(b)	any Hedging Agreement;
---	---
(c)	the Utilisation Request;
---	---
(d)	any Security Document;
---	---
(e)	any Subordination Deed;
---	---
(f)	any other document which is executed for the purpose of establishing any priority or subordination arrangement in relation to the Secured Liabilities; or
---	---
(g)	any other document designated as such by the Lender and the Borrowers.
---	---

"Financial Indebtedness" means any indebtedness for or in relation to:

(a)	moneys borrowed;
(b)	any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
---	---
(c)	any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
---	---
(d)	the amount of any liability in relation to any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability;
---	---
(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
---	---
(f)	any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;
---	---
(g)	any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to<br> market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);
---	---
(h)	any counter-indemnity obligation in relation to a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and
---	---
(i)	the amount of any liability in relation to any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.
---	---

"Funding Rate" means any individual rate notified by the Lender to an Obligor pursuant to any Finance Document.

"GAAP" means generally accepted accounting principles in the US or IFRS.

"General Assignment" means, in relation to a Ship, the general assignment creating Security over:

(a)	that Ship's Earnings, its Insurances and any Requisition Compensation in relation to that Ship; and
(b)	any Charter and any Charter Guarantee in relation to that Ship,
---	---

in agreed form.

"Group" means the Guarantor and its Subsidiaries (including, for the avoidance of doubt, the Borrowers) at any given time (which are consolidated for the purposes of its Financial Statements) and "member of the Group" shall be construed accordingly.

"Hedge Receipts" means all moneys whatsoever which are now, or later become, payable (actually or contingently) to a Borrower under a Hedging Agreement.

"Hedging Agreement" means any master agreement, confirmation, transaction, schedule or other agreement in agreed form entered into or to be entered into by the Borrowers and the Lender in accordance with Clause 8.5 (Hedging) for the purpose of hedging interest payable under this Agreement.

"Hedging Agreement Security" means, in relation to a Borrower, a hedging agreement security creating Security over that Borrower's rights and interests in any Hedging Agreement, in agreed form.

"Hedging Close-Out Liabilities" means, as at any relevant date, the amount certified by the Lender as the net aggregate amount in dollars which would be payable by a Borrower under any Hedging Agreement to which that Borrower is a party at the relevant determination date as a result of termination of closing out under such Hedging Agreements.

"Hedging Prepayment Proceeds" means any Hedge Receipts arising as a result of termination or closing out under a Hedging Agreement.

"Holding Company" means, in relation to a person, any other person in relation to which it is a Subsidiary.

"IFRS" means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

"Indemnified Person" has the meaning given to it in Clause 14.2 (Other indemnities).

"Initial Market Value" means, in relation to a Ship, the Market Value of that Ship determined in accordance with the valuation referred to in paragraph 6.1 of Part A of Schedule 2 (Conditions Precedent).

"Insurances" means, in relation to a Ship:

(a)	all policies and contracts of insurance, including entries of that Ship in any protection and indemnity or war risks association, effected in relation to that Ship, the Earnings or otherwise in relation to that<br> Ship whether before, on or after the date of this Agreement; and
(b)	all rights and other assets relating to, or derived from, any of such policies, contracts or entries, including any rights to a return of premium and any rights in relation to any claim whether or not the relevant<br> policy, contract of insurance or entry has expired on or before the date of this Agreement.
---	---

"Initial Margin" means 3.00 per cent. per annum.

"Interest Payment Date" has the meaning given to it in paragraph (a) of Clause 8.2 (Payment of interest).

"Interest Period" means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause 9.1 (Selection of Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

"Interpolated Screen Rate" means, in relation to the Loan, any part of the Loan or any Unpaid Sum, the rate (rounded to the same number of decimal places as the two relevant Screen Rates) which results from interpolating on a linear basis between:

(a)	the applicable Screen Rate for the longest period (for which that Screen Rate is available) which is less than the Interest Period of the Loan, or the relevant part of the Loan or that Unpaid Sum; and
(b)	the applicable Screen Rate for the shortest period (for which that Screen Rate is available) which exceeds the Interest Period of the Loan, or the relevant part of the Loan or that Unpaid Sum,
---	---

each as of the Specified Time for dollars.

"ISDA Master Agreement" means the 2002 Master Agreement as published by the International Swaps and Derivatives Association, Inc.

"ISM Code" means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelines on its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time.

"ISPS Code" means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization's (IMO) Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time.

"ISSC" means an International Ship Security Certificate issued under the ISPS Code.

"Lender" means:

(a)	the Original Lender; and
(b)	any bank, financial institution, trust, fund or other entity which has become the Lender in accordance with Clause 30 (Changes to the Lender),
---	---

which in each case has not ceased to be a Party in accordance with this Agreement.

"LIBOR" means, in relation to the Loan or any part of the Loan:

(a)	the applicable Screen Rate^^as of the Specified Time for dollars and for a period equal in length to the Interest Period of the Loan<br> or that part of the Loan; or
(b)	as otherwise determined pursuant to Clause 10.1 (Unavailability of Screen Rate),
---	---

and if, in either case, that rate is less than zero, LIBOR shall be deemed to be zero.

"LMA" means the Loan Market Association or any successor organisation.

"Loan" means the loan to be made available under the Facility or the aggregate principal amount outstanding for the time being of the borrowings under the Facility and a "part of the Loan" means a Tranche or any other part of the Loan as the context may require.

"Major Casualty" means, in relation to a Ship, any casualty to that Ship in relation to which the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds $750,000 or the equivalent in any other currency.

"Management Agreement" means, in relation to a Ship, any agreement entered into between the Borrower as the owner of that Ship and an Approved Manager regarding the commercial and/or (as applicable) the technical management and/or (as applicable) the crew management of that Ship.

"Manager's Undertaking" means, in relation to a Ship, the letter of undertaking from each of its Approved Managers, subordinating the rights of that Approved Manager against that Ship and the relevant Borrower to the rights of the Lender and including (inter alia) a first priority assignment of that Approved Manager's rights, title and interest in the Insurances of that Ship in agreed form.

"Market Value" means, in relation to a Ship or any other vessel, at any date, an amount determined by the Lender as being an amount equal to the market value of that Ship or vessel shown by a valuation prepared:

(a)	as at a date not more than 14 days previously (and in respect of an Initial Market Value, 20 days previously);
(i)	by an Approved Valuer (appointed by, and reporting to, the Lender);
---	---
(ii)	with or without physical inspection of that Ship or such other vessel (as the Lender may require); and
---	---
(iii)	on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer, free of any Charter.
---	---

"Material Adverse Effect" means in the opinion of the Lender a material adverse effect on:

(a)	the business, operations, property, condition (financial or otherwise) or prospects of any Transaction Obligor, any member of the Group or the Group as a whole; or
(b)	the ability of any Transaction Obligor to perform its obligations under any Finance Document; or
---	---
(c)	the validity or enforceability of, or the effectiveness or ranking of any Security granted or intended to be granted pursuant to any of, the Finance Documents or the rights or remedies of the Lender under any of<br> the Finance Documents.
---	---

"MOA" means the memorandum of agreement dated 25 May 2022 and made between (originally) (i) the Guarantor as buyer for a company to be nominated and (ii) the Seller, as amended by an addendum no.1 dated 26 May 2022 pursuant to which the Guarantor nominated Borrower B as buyer, and addendum no.2 dated 14 June 2022, and as from time to time further amended or supplemented in accordance with the terms of this Agreement, for the purchase of Ship B.

"Month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)	(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or<br> if there is not, on the immediately preceding Business Day;
(b)	if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month; and
---	---
(c)	if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.
---	---

The above rules will only apply to the last Month of any period.

"Mortgage" means, in relation to a Ship, the first priority or, as the case may be, preferred Approved Flag ship mortgage on that Ship (together with, if applicable, the deed of covenants collateral thereto) in agreed form.

"Obligor" means a Borrower, the Guarantor or a Hedge Guarantor.

"Operating Account" means, in relation to a Borrower:

(a)	an account in the name of that Borrower with the Account Bank designated "[Name of Borrower] - Operating Account";
(b)	any other account in the name of that Borrower with the Account Bank which may, with the prior written consent of the Lender, be opened in the place of the account referred to in paragraph (a) above, irrespective<br> of the number or designation of such replacement account; or
---	---
(c)	any sub-account of any account referred to in paragraphs (a) or (b) above.
---	---

"Original Financial Statements" means the audited financial statements of the Guarantor for its financial year ending 31 December 2021.

"Original Jurisdiction" means, in relation to a Transaction Obligor, the jurisdiction under whose laws that Transaction Obligor is incorporated as at the date of this Agreement.

"Overseas Regulations" means the Overseas Companies Regulations 2009 (SI 2009/1801).

"Participating Member State" means any member state of the European Union that has the euro as its lawful currency in accordance with legislation of the European Union relating to Economic and Monetary Union.

"Party" means a party to this Agreement.

"Permitted Charter" means, in relation to a Ship, a Charter:

(a)	which is a time, voyage or consecutive voyage charter;
(b)	the duration of which does not exceed and is not capable of exceeding, by virtue of any optional extensions, 13 months plus a redelivery allowance of not more than 30 days;
---	---

(c)	which is entered into on bona fide arm's length terms at the time at which that Ship is fixed; and
(d)	in relation to which not more than two months' hire is payable in advance,
---	---

and any other Charter (including, for the avoidance of doubt, the Existing Charter) which is approved in writing by the Lender.

"Permitted Financial Indebtedness" means:

(a)	any Financial Indebtedness incurred under the Finance Documents;
(b)	in relation to Borrower A, until the Delivery Date, the Existing Indebtedness;
---	---
(c)	any Financial Indebtedness incurred in a Borrower's or each Approved Manager's course of ordinary business; and
---	---
(d)	any Financial Indebtedness that is subordinated to all Financial Indebtedness incurred under the Finance Documents pursuant to a Subordination Deed or otherwise and which is, in the case of any such Financial<br> Indebtedness of a Borrower, the subject of Subordinated Debt Security.
---	---

"Permitted Security" means:

(a)	Security created by the Finance Documents;
(b)	in relation to Borrower A and Ship A, until the Delivery Date, the Existing Security;
---	---
(c)	liens for unpaid master's and crew's wages in accordance with first class ship ownership and management practice and not being enforced through arrest;
---	---
(d)	liens for salvage;
---	---
(e)	liens for master's disbursements incurred in the ordinary course of trading in accordance with first class ship ownership and management practice and not being enforced through arrest; and
---	---
(f)	any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of any Ship:
---	---
(i)	not as a result of any default or omission by any Borrower;
---	---
(ii)	not being enforced through arrest; and
---	---
(iii)	subject, in the case of liens for repair or maintenance, to Clause 26.16 (Restrictions on chartering, appointment of managers etc.),
---	---

provided such liens do not secure amounts more than 30 days overdue (unless the overdue amount is being contested in good faith by appropriate steps and for the payment of which adequate reserves are held and provided further that such proceedings do not give rise to a material risk of the relevant Ship or any interest in it being seized, sold, forfeited or lost).

"Pledged Deposit" means the amount maintained in the Pledged Deposit Account pursuant to Clause 23.23 (Pledged

      deposit\).

"Pledged Deposit Account" means:

(a)	an account in the name of Borrower A with the Account Bank designated "World Shipping Co. - Pledged Deposit Account";
(b)	any other account in the name of either the Borrowers or of the Corporate Guarantor with the Account Bank which may, with the prior written consent of the Lender, be opened in the place of the account referred to<br> in paragraph (a) above, irrespective of the number or designation of such replacement account; or
---	---
(c)	any sub-account of any account referred to in paragraphs(a) or (b) above.
---	---

"Potential Event of Default" means any event or circumstance specified in Clause 29 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

"Prohibited Person" means any person who is the subject of Sanctions (whether designated by name or by reason of being included in a class of persons to whom the applicable Sanctions apply in accordance with their terms) provided that, in the case of a person:

(a)	who is not themselves a Transaction Obligor, a Subsidiary of a Transaction Obligor, one of their respective directors, officers or employees or an agent of any of them; and
(b)	who is targeted only by "sectoral sanctions," or other Sanctions that do not generally prohibit transactions with such person,
---	---

such person shall be a Prohibited Person with respect to a transaction only to the extent that:

(i)	a Transaction Obligor, the Lender or any other person organised or resident in the US, UK or EU would be prohibited by the law of such jurisdiction from entering into, directly or indirectly, such transaction with<br> such person; or
(ii)	the transaction involving such person would require a specific Authorisation by an applicable Sanctions authority (unless such specific Authorisation has been granted).
---	---

"Purchase Price" means, in relation to Ship B, the total price of US$34,600,000 payable for it under clause 1 of the MOA.

"Quotation Day" means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period unless market practice differs in the Relevant Interbank Market in which case the Quotation Day will be determined by the Lender in accordance with market practice in the Relevant Interbank Market (and if quotations would normally be given by leading banks in the Relevant Interbank Market on more than one day, the Quotation Day will be the last of those days).

"Receiver" means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.

"Related Fund" in relation to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager or investment adviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investment adviser is an Affiliate of the investment manager or investment adviser of the first fund.

"Relevant Interbank Market" means the London interbank market.

"Relevant Jurisdiction" means, in relation to a Transaction Obligor:

(a)	its Original Jurisdiction;
(b)	any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security created, or intended to be created, by it is situated;
---	---
(c)	any jurisdiction where it conducts its business; and
---	---
(d)	the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.
---	---

"Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any working group or committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board.

"Repayment Date" means each date on which a Repayment Instalment is required to be paid under Clause 6.1 (Repayment

      of Loan\).

"Repayment Instalment" has the meaning given to it in Clause 6.1 (Repayment of Loan).

"Repeating Representation" means each of the representations set out in Clause 20 (Representations) except Clause 20.10 (Insolvency), Clause 20.11 (No filing or stamp taxes) and Clause 20.12 (Deduction of Tax), 20.13(c) (No Default) and any representation of any Transaction Obligor made in any other Finance Document that is expressed to be a "Repeating Representation" or is otherwise expressed to be repeated.

"Replacement Benchmark" means a benchmark rate which is:

(a)	formally designated, nominated or recommended as the replacement for a Screen Rate by:
(i)	the administrator of that Screen Rate (provided that the market or economic reality that such benchmark rate measures is the same as that measured by that Screen Rate); or
---	---
(ii)	any Relevant Nominating Body,
---	---

and if replacements have, at the relevant time, been formally designated, nominated or recommended under both paragraphs, the "Replacement Benchmark" will be the replacement under paragraph (ii) above;

(b)	in the opinion of the Lender and the Borrowers, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to a Screen Rate; or
(c)	in the opinion of the Lender and the Borrowers, an appropriate successor to a Screen Rate.
---	---

"Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

"Requisition" means, in relation to a Ship:

(a)

any expropriation, confiscation, requisition (excluding a requisition for hire or use which does not involve a requisition for title) or acquisition of that Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected (whether de jure or de facto) by any government or official authority or by any person or persons claiming to be or to represent a government or official authority; and

(b)

any capture or seizure of that Ship (including any hijacking or theft) by any person whatsoever.

---

"Requisition Compensation" includes all compensation or other moneys payable to a Borrower by reason of any Requisition or any arrest or detention of a Ship in the exercise or purported exercise of any lien or claim.

"Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers.

"Safekeeping Securities Account" means the account opened or to be opened by the Lender with the Shipping Branch located at 137-139 Filonos Street, Piraeus, Greece Lending Office for the safekeeping of the shares held by the Lender in the issued shares of each Borrower and which shall be pledged in favour of the Lender pursuant to each Shares Security.

"Safety Management Certificate" has the meaning given to it in the ISM Code.

"Safety Management System" has the meaning given to it in the ISM Code.

"Sanctioned Country" means a country or territory whose government is the target of Sanctions or that is subject to comprehensive country-wide or territory-wide Sanctions (including, without limitation, as regards United States Sanctions, Cuba, Syria, Iran, North Korea, Crimea and Venezuela).

"Sanctioned Ship" means a ship which is the subject of Sanctions.

"Sanctions" means any sanctions (including US "secondary sanctions"), embargoes, freezing provisions, prohibitions or other restrictions relating to trading, doing business, investment, exporting, financing or making assets available (or other activities similar to or connected with any of the foregoing):

(a)	imposed by law or regulation of the United Kingdom, the Council of the European Union, the United Nations or its Security Council or the United States of America; or
(b)	otherwise imposed by any law or regulation binding on a Transaction Obligor or a Third Party Manager or a member of the Group or to which a Transaction Obligor or a Third Party Manager or a member of the Group is<br> subject.
---	---

"Sanctions Advisory" means the Sanctions Advisory for the Maritime Industry, Energy and Metals Sectors, and Related Communities issued May 14, 2020 by the US Department of the Treasury, Department of State and Coast Guard, as may be amended or supplemented, and any similar future advisory.

"Screen Rate" means the London interbank offered rate administered by ICE Benchmark Administration Limited (or any other person which takes over the administration of that rate) for dollars for the relevant period displayed (before any correction, recalculation or republication by the administrator) on page LIBOR01 of the Thomson Reuters screen (or any replacement Thomson Reuters page which displays that rate) or on the appropriate page of such other information service which publishes that rate from time to time in place of Thomson Reuters. If such page or service ceases to be available, the Lender may specify another page or service displaying the relevant rate after consultation with the Borrowers.

"Secured Liabilities" means all present and future obligations and liabilities, (whether actual or contingent and whether owed jointly or severally or in any other capacity whatsoever) of each Transaction Obligor to the Lender under or in connection with each Finance Document.

"Security" means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security.

"Security Assets" means all of the assets of the Transaction Obligors and any Third Party Manager which from time to time are, or are expressed to be, the subject of the Transaction Security.

"Security Cover Ratio" means the ratio of the aggregate Market Value of the Ships plus the Pledged Deposit and the net realisable value of any additional Security previously provided under Clause 27 (Security Cover) expressed as a percentage of the aggregate of (a) the Loan and (b) the Hedging Close-Out Liabilities.

"Security Document" means:

(a)	any Shares Security;
(b)	any Account Security;
---	---
(c)	any Hedging Agreement Security;
---	---
(d)	any Mortgage;
---	---
(e)	any General Assignment;
---	---
(f)	any Charterparty Assignment;
---	---
(g)	any Manager's Undertaking;
---	---
(h)	any Subordinated Debt Security;
---	---
(i)	any other document (whether or not it creates Security) which is executed as security for the Secured Liabilities; or
---	---
(j)	any other document designated as such by the Lender and the Borrowers
---	---

"Security Period" means the period starting on the date of this Agreement and ending on the date on which the Lender is satisfied that there is no outstanding Commitment in force and that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full.

"Security Property" means:

(a)	the Transaction Security expressed to be granted in favour of the Lender and all proceeds of that Transaction Security;
(b)	all obligations expressed to be undertaken by a Transaction Obligor to pay amounts in relation to the Secured Liabilities to the Lender and secured by the Transaction Security together with all representations and<br> warranties expressed to be given by a Transaction Obligor or any other person in favour of the Lender; and
---	---
(c)	the Lender's interest in any turnover trust created under the Finance Documents.
---	---

"Selection Notice" means a notice substantially in the form set out in Part B of Schedule 3 (Requests) given in accordance with Clause 9.1 (Selection of Interest Periods).

"Seller" means Cypress Maritime (Panama), S.A., a company incorporated in the Republic of Panama with registered address at 53^rd^ Street, Urbanizacion Marbella, MMG Tower, 16^th^ Floor, Panama, Republic of Panama.

"Shares Security" means, in relation to a Borrower, a document creating Security over (inter alia) the shares in that Borrower held in the Safekeeping Securities Account, in agreed form.

"Ship" means Ship A or Ship B.

"Ship A" means the 2012-built bulker vessel "WORLDSHIP" having a gross tonnage of 93,074 tones and a net tonnage of 60,504 tones with IMO no. 9624457 registered in the name of Borrower A under an Approved Flag (which at the date of this Agreement is the Marshall Islands flag) and everything now or in the future belonging to her on board and ashore.

"Ship B" means the 2010-built bulker vessel "MINERAL HAIKU" having a gross tonnage of 90,423 tonnes and a net tonnage of 59,281 tonnes with IMO no. 9489845 which is to be purchased by Borrower B under the MOA and on and from delivery is to be renamed "HONORSHIP" and registered in the name of Borrower B under an Approved Flag (which at the date of this Agreement is the Panamanian flag) and everything now or in the future belonging to her on board and ashore.

"Specified Time" means a day or time determined in accordance with Schedule 4 (Timetables).

"Subordinated Creditor" means:

(i)	any Transaction Obligor; or
(b)	any other person subject to the consent of the Lender who becomes a Subordinated Creditor in accordance with this Agreement.
---	---

"Subordinated Debt Security" means a Security over Subordinated Liabilities entered into or to be entered into by a Subordinated Creditor in favour of the Lender in an agreed form.

"Subordinated Finance Document" means:

(a)	a Subordinated Loan Agreement; and
(b)	any other document relating to or evidencing Subordinated Liabilities.
---	---

"Subordinated Liabilities" means all indebtedness owed or expressed to be owed by a Borrower to a Subordinated Creditor whether under the Subordinated Finance Documents or otherwise.

"Subordinated Loan Agreement" means any loan agreement made between (i) a Borrower and (ii) a Subordinated Creditor.

"Subordination Deed" means a subordination deed entered into or to be entered into by, inter alia, a Subordinated Creditor, a Borrower and the Lender, in agreed form.

"Subsidiary" means a subsidiary within the meaning of section 1159 of the Companies Act 2006.

"Sustainability Pricing Adjustment" has the meaning given to it in Clause 8.6 (Sustainability Pricing Adjustment).

"Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

"Tax Credit" has the meaning given to it in Clause 12.1 (Definitions).

"Tax Deduction" has the meaning given to it in Clause 12.1 (Definitions).

"Tax Payment" has the meaning given to it in Clause 12.1 (Definitions).

"Termination Date" means the date falling five years after the Utilisation Date.

"Third Parties Act" has the meaning given to it in Clause 1.5 (Third party rights).

"Third Party Manager" means an Approved Manager if such Approved Manager is not a member of the Group.

"Total Loss" means, in relation to a Ship:

(a)	actual, constructive, compromised, agreed or arranged total loss of that Ship; or
(b)	any Requisition of that Ship unless that Ship is returned to the full control of the relevant Borrower within 30 days of such Requisition.
---	---

"Total Loss Date" means, in relation to the Total Loss of a Ship:

(a)	in the case of an actual loss of that Ship, the date on which it occurred or, if that is unknown, the date when that Ship was last heard of;
(b)	in the case of a constructive, compromised, agreed or arranged total loss of that Ship, the earlier of:
---	---

(i)	the date on which a notice of abandonment is given (or deemed or agreed to be given) to the insurers; and
(ii)	the date of any compromise, arrangement or agreement made by or on behalf of the relevant Borrower with that Ship's insurers in which the insurers agree to treat that Ship as a total loss; and
---	---
(c)	in the case of any other type of Total Loss, the date (or the most likely date) on which it appears to the Lender that the event constituting the total loss occurred.
---	---

"Tranche" means Tranche A or Tranche B.

"Tranche A" means that part of the Loan made or to be made available to the Borrowers to refinance the Existing Indebtedness in a principal amount not exceeding that specified in sub-paragraph (i) of paragraph (b) of Clause 5.3 (Currency and amount).

"Tranche B" means that part of the Loan made or to be made available to the Borrowers to assist Borrower B to part finance the acquisition of Ship B in a principal amount not exceeding that specified in sub-paragraph (ii) of paragraph (b) of Clause 5.3 (Currency and amount).

"Transaction Document" means:

(a)	a Finance Document;
(b)	a Subordinated Finance Document;
---	---
(c)	any Management Agreement;
---	---
(d)	any Charter;
---	---
(e)	the MOA;
---	---
(f)	any related Charter Guarantee; or
---	---
(g)	any other document designated as such by the Lender and the Borrowers.
---	---

"Transaction Obligor" means an Obligor, each Approved Manager (other than any Third Party Manager) or any other member of the Group who executes a Transaction Document.

"Transaction Security" means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.

"UK Bail-In Legislation" means Part 1 of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdom relating to the resolution of unsound or failing banks, investment firms or other financial institutes or their affiliates (otherwise than through liquidation, administration or other insolvency proceedings).

"UK Establishment" means a UK establishment as defined in the Overseas Regulations.

"Unpaid Sum" means any sum due and payable but unpaid by a Transaction Obligor under the Finance Documents.

"US" means the United States of America.

"US Tax Obligor" means:

(a)	a person which is resident for tax purposes in the US; or
(b)	a person some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.
---	---

"Utilisation" means the utilisation of the Facility.

"Utilisation Date" means the date on which the Loan is to be made.

"Utilisation Request" means a notice substantially in the form set out in Part A of Schedule 3 (Requests).

"VAT" means:

(a)	any value added tax imposed by the Value Added Tax Act 1994;
(b)	any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and
---	---
(c)	any other tax of a similar nature, whether imposed in the United Kingdom or a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) or (b) above,<br> or imposed elsewhere.
---	---

"Write-down and Conversion Powers" means:

(a)	in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation<br> Schedule;
(b)	in relation to any other applicable Bail-In Legislation other than the UK Bail-In Legislation:
---	---
(i)	any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other<br> financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or<br> obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under<br> that Bail-In Legislation that are related to or ancillary to any of those powers; and
---	---
(ii)	any similar or analogous powers under that Bail-In Legislation; and
---	---
(c)	in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or<br> affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of<br> that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of<br> that liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers.
---	---

1.2	Construction
(a)	Unless a contrary indication appears, a reference in this Agreement to:
---	---
(i)	the "Account Bank", any "Borrower", the "Lender", any<br> "Obligor", any "Party", any "Transaction Obligor" or any other person shall be<br> construed so as to include its successors in title and permitted assigns;
---	---
(ii)	"assets" includes present and future properties, revenues and rights of every description;
---	---
(iii)	a liability which is "contingent" means a liability which is not certain to arise and/or the amount of which remains unascertained;
---	---
(iv)	"document" includes a deed and also a letter, fax, email or telex;
---	---
(v)	"expense" means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable Tax including VAT;
---	---
(vi)	a "Finance Document", a "Security Document" or "Transaction Document" or any other agreement<br> or instrument is a reference to that Finance Document, Security Document or Transaction Document or other agreement or instrument as amended, replaced, novated, supplemented, extended or restated;
---	---
(vii)	"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
---	---
(viii)	"law" includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European<br> Union, the European Commission, the United Nations or its Security Council;
---	---
(ix)	"proceedings" means, in relation to any enforcement provision of a Finance Document, proceedings of any kind, including an application for a provisional or protective<br> measure;
---	---
(x)	a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or<br> other entity (whether or not having separate legal personality);
---	---
(xi)	a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or<br> supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
---	---
(xii)	a provision of law is a reference to that provision as amended or re-enacted from time to time;
---	---
(xiii)	a time of day is a reference to London time;
---	---

(xiv)	any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of a jurisdiction other than England, be<br> deemed to include that which most nearly approximates in that jurisdiction to the English legal term;
(xv)	words denoting the singular number shall include the plural and vice versa; and
---	---
(xvi)	"including" and "in particular" (and other similar expressions) shall be construed as not limiting any general words or expressions<br> in connection with which they are used.
---	---
(b)	The determination of the extent to which a rate is "for a period equal in length" to an Interest Period shall disregard any inconsistency arising from the last day of that<br> Interest Period being determined pursuant to the terms of this Agreement.
---	---
(c)	Section, Clause and Schedule headings are for ease of reference only and are not to be used for the purposes of construction or interpretation of the Finance Documents.
---	---
(d)	Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under, or in connection with, any Finance Document has the same meaning in that Finance Document or notice as<br> in this Agreement.
---	---
(e)	A Potential Event of Default is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has<br> not been waived.
---	---
1.3	Construction of insurance terms
---	---

In this Agreement:

"approved" means, for the purposes of Clause 24 (Insurance Undertakings), approved in writing by the Lender.

"excess risks" means, in respect of a Ship, the proportion of claims for general average, salvage and salvage charges not recoverable under the hull and machinery policies in respect of that Ship in consequence of its insured value being less than the value at which that Ship is assessed for the purpose of such claims.

"obligatory insurances" means all insurances effected, or which any Borrower is obliged to effect, under Clause 24 (Insurance Undertakings) or any other provision of this Agreement or of another Finance Document.

"policy" includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms.

"protection and indemnity risks" means the usual risks covered by a protection and indemnity association which is a member of the International Group of protection and indemnity associations, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02) (1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83) (1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision.

"war risks" includes the risk of mines and all risks excluded by clauses 29, 30 or 31 of the International Hull Clauses (1/11/02), clauses 29 or 30 of the International Hull Clauses (1/11/03), clauses 24, 25 or 26 of the Institute Time Clauses (Hulls) (1/11/95) or clauses 23, 24 or 25 of the Institute Time Clauses (Hulls) (1/10/83) or any equivalent provision.

1.4	Agreed forms of Finance Documents

References in Clause 1.1 (Definitions) to any Finance Document being in "agreed form" are to that Finance Document:

(a)	in a form attached to a certificate dated the same date as this Agreement (and signed by each Borrower and the Lender); or
(b)	in any other form agreed in writing between each Borrower and the Lender.
---	---
1.5	Third party rights
---	---
(a)	Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties Act") to enforce or to enjoy the benefit of any term of this Agreement.
---	---
(b)	Subject to paragraph (c) below but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.
---	---
(c)	Any Affiliate or Receiver or Delegate or any other person described in paragraph (f) of Clause 14.2 (Other indemnities) may, subject to this Clause 1.5 (Third party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.
---	---

SECTION 2

THE FACILITY

2	THE FACILITY

Subject to the terms of this Agreement, the Lender makes available to the Borrowers a dollar term loan facility comprised of two Tranches in a single advance in an aggregate amount not exceeding the Commitment.

3	PURPOSE
3.1	Purpose
---	---

Each Borrower shall apply all amounts borrowed by it under the Facility only for the purposes stated in the preamble (Background) to this Agreement.

3.2	Monitoring

The Lender is not bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4	CONDITIONS OF UTILISATION
4.1	Initial conditions precedent
---	---

The Borrowers may not deliver the Utilisation Request unless the Lender has received all of the documents and other evidence listed in Part A of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Lender.

4.2	Further conditions precedent

The Lender will only be obliged to comply with Clause 5.4 (Loan) if:

(a)	on the date of the Utilisation Request and on the proposed Utilisation Date and before the Loan is made available:
(i)	no Default has occurred and is continuing or would result from the proposed Loan;
---	---
(ii)	the Repeating Representations to be made by each Transaction Obligor are true;
---	---
(iii)	no event described in paragraph (a) of Clause 7.5 (Change of control) has occurred;
---	---
(iv)	no Ship has been sold nor become a Total Loss;
---	---
(v)	no event or series of events has occurred which is likely to have a Material Adverse Effect; and
---	---
(vi)	no event has occurred which would give rise to the provisions of Clause 10.3 (Cost of funds); and
---	---
(b)	the Lender has received on or before the Utilisation Date, or is satisfied it will receive when the Loan is made available, all of the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Lender.
---	---

4.3	Conditions precedent to release of the Loan or part thereof to the Seller

The Lender shall only be obliged to comply with Clauses 5.4 (Loan) and 5.9 (Release of prepositioned funds) and release the Loan or part thereof to the Seller as designated by the Borrowers in the Utilisation Request on the Delivery Date if:

(a)	on the Delivery Date and before the Loan or part thereof is released:
(i)	no Default has occurred and is continuing or would result from the proposed Loan;
---	---
(ii)	the Repeating Representations to be made by each Transaction Obligor are true;
---	---
(iii)	neither Ship has been sold or become a Total Loss;
---	---
(iv)	no event or series of events has occurred which is likely to have a Material Adverse Effect;
---	---
(v)	no event has occurred which would give rise to the provisions of Clause 10.3 (Cost of funds); and
---	---
(b)	on or before the Delivery Date, the Lender has received or is satisfied that it will receive when the Loan or part thereof is released, all of the documents and other evidence listed in Part C of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Lender.
---	---
4.4	Notification of satisfaction of conditions precedent
---	---

The Lender shall notify the Borrowers promptly upon being satisfied as to the satisfaction of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent), Clause 4.2 (Further Conditions precedent) and, as the case may be, Clause 4.3 (Conditions

      precedent to release of the Loan or part thereof to the Seller\).

4.5	Waiver of conditions precedent

If the Lender, at its discretion, permits any part of the Loan to be borrowed before any of the conditions precedent referred to in Clause 4.1 (Initial

      conditions precedent\) or Clause 4.2 \(Further conditions precedent\) or Clause 4.3 \(Conditions precedent to release of the Loan or part thereof to the Seller\)
    has been satisfied, the Borrowers shall ensure that that condition is satisfied within five Business Days after the Utilisation Date or such later date as the Lender may agree in writing with the Borrowers.

SECTION 3

UTILISATION

5	UTILISATION
5.1	Delivery of the Utilisation Request
---	---

The Borrowers may make one Utilisation only under the Facility by delivery to the Lender of a duly completed Utilisation Request not later than the Specified Time.

5.2	Completion of the Utilisation Request
(a)	The Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
---	---
(i)	the proposed Utilisation Date is a Business Day within the Availability Period;
---	---
(ii)	the currency and amount of the Loan, and each Tranche, comply with Clause 5.3 (Currency and amount);
---	---
(iii)	all applicable deductible items have been completed; and
---	---
(iv)	the proposed Interest Period complies with Clause 9.1 (Selection of Interest Periods).
---	---
(b)	Only one Utilisation may be requested in the Utilisation Request.
---	---
(c)	Both Tranches shall be requested and utilised simultaneously.
---	---
5.3	Currency and amount
---	---
(a)	The currency specified in the Utilisation Request must be dollars.
---	---
(b)	The amount of the proposed Loan must be an aggregate amount which:
---	---
(i)	in relation to Tranche A, is equal to the lesser of: (A) US$14,850,000; and (B) the Existing Indebtedness as at the Utilisation Date; and
---	---
(ii)	in relation to Tranche B, is equal to the lesser of: (A) US$23,150,000; (B) 67 per cent. of the Purchase Price of Ship B; (C) 67 per cent. of the Initial Market Value of Ship B; and (D) such amount which when<br> added to Tranche A results in a Loan amount which does not exceed 52 per cent. of (1) the aggregate Initial Market Value of the Ships and (2) the sum of the Initial Market Value of Ship A plus the Purchase Price of Ship B.
---	---
5.4	Loan
---	---

If the conditions set out in this Agreement have been met, the Lender shall make the Loan available by the Utilisation Date through its Facility Office.

5.5	Cancellation of Commitment

On the earlier of the date on which the Loan has been made and the end of the Availability Period any Commitment which is then unutilised shall be cancelled.

5.6	Retentions and Payments to Borrowers

The Borrower irrevocably authorises the Lender:

(a)	to deduct from the proceeds of the Loan any fees then payable to the Lender in accordance with Clause 11 (Fees) and any other items listed as deductible items in the<br> Utilisation Request and to apply them in payment of the items to which they relate; and
(b)	on the Utilisation Date, to pay to, or for the account of, the Borrowers the balance (after any deduction made in accordance with paragraph (a) above) of the Loan. That payment shall be made:
---	---
(i)	in relation to Tranche A, by making payment of such amount which the Borrowers specify in the Utilisation Request to the Operating Account of Borrower A into which such amount shall remain pledged and restricted<br> and shall not be withdrawn until the Lender has received all of the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the<br> Lender, whereupon the part of the Loan under Tranche A shall be onwards transmitted to an account of the Lender and be applied against repayment in full to the Lender of the Existing Indebtedness; and
---	---
(ii)	in relation to Tranche B, the payment shall be made to the account which the Borrowers specify in the Utilisation Request,
---	---

in each case subject to the provisions of Clause 4.2 (Further conditions precedent), Clause 4.3 (Conditions

      precedent to release of the Loan or part thereof to the Seller\) and Clause 4.4 \(Notification of satisfaction of conditions precedent\).

5.7	Disbursement of Loan to third party

Payment by the Lender under Clause 5.6 (Retentions and Payments to Borrowers) to a person other than a Borrower shall constitute the making of the Loan and the Borrowers shall at that time become indebted, as principal and direct obligors, to the Lender in an amount equal to that part of the Loan.

5.8	Prepositioning of funds

If, in respect of Tranche B, the Lender, at the request of the Borrowers and on terms acceptable to the Lender and in its absolute discretion, prepositions funds with any bank, each Borrower and the Guarantor:

(a)

agree to pay interest on the amount of the funds so prepositioned at the rate described in Clause 8.1 (Calculation of interest) on the basis of successive interest periods of one day and so that interest shall be paid together with the first payment of interest on the Loan after the Utilisation Date or, if such Utilisation Date does not occur, within three Business Days of demand by the Lender; and

(b)	shall, without duplication, indemnify the Lender against any costs, loss or liability it may incur in connection with such arrangement.
5.9	Release of prepositioned funds
---	---

The Lender shall, on the Delivery Date, instruct the Seller's bank to release the Loan or part thereof to the Seller or to such other account subject to the provisions of Clause 4.3 (Conditions precedent to release of the Loan to the Seller) and Clause 4.4 (Notification of satisfaction of conditions precedent).

SECTION 4

REPAYMENT, PREPAYMENT AND CANCELLATION

6	REPAYMENT
6.1	Repayment of Loan
---	---

The Borrowers shall repay the Loan by 20 consecutive quarterly instalments, of which the first to the fourth such instalment shall be in an amount of $2,000,000 each, the fifth and sixth such instalments shall be in the amount of $1,500,000 each and the remaining seventh to twentieth such repayment instalments shall be in an amount of $750,000 each, the first of which shall be repaid on the date falling 3 Months after the Utilisation Date, each subsequent instalment at three monthly intervals thereafter and the last, payable together with a balloon instalment in an amount of $16,500,000 (the "Balloon Instalment"), shall be repaid on the Termination Date, and each such instalment (including the Balloon Instalment) shall be a "Repayment Instalment".

6.2	Reduction of Repayment Instalments

If any part of the Facility is cancelled, the Repayment Instalments falling after that cancellation shall be reduced pro rata by the amount cancelled.

6.3	Termination Date

On the Termination Date, the Borrowers shall additionally pay to the Lender all other sums then accrued and owing under the Finance Documents.

6.4	Reborrowing

No Borrower may reborrow any part of the Facility which is repaid.

7	PREPAYMENT AND CANCELLATION
7.1	Illegality and Sanctions affecting the Lender
---	---

If it becomes unlawful or contrary to Sanctions in any applicable jurisdiction for the Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain all or any part of the Loan or it becomes unlawful for any Affiliate of the Lender for the Lender to do so:

(a)	the Lender shall promptly notify the Borrowers upon becoming aware of that event and the Facility will be immediately cancelled; and
(b)	the Borrowers shall prepay the Loan on the last day of the Interest Period for the Loan occurring after the Lender has notified the Borrowers or, if earlier, the date specified by the Lender in the notice<br> delivered to the Borrowers (being no earlier than the last day of any applicable grace period permitted by law) and the Commitment shall be cancelled; and
---	---
(c)	accrued interest and all other amounts accrued for the Lender under the Finance Documents shall be immediately due and payable.
---	---

7.2	Automatic cancellation

The unutilised Commitment (if any) shall be automatically cancelled at close of business on the Utilisation Date.

7.3	Voluntary prepayment of Loan
(a)	The Borrowers may, if they give the Lender not less than 15 days (or such shorter period as the Lender may agree to) prior written notice, prepay the whole or any part of the Loan (but, if in part, being an amount<br> that reduces the amount of the Loan by a minimum amount of $100,000 or an integral multiple of that amount (or such other amount as the Lender may agree to)).
---	---
(b)	Any partial prepayment under this Clause 7.3 (Voluntary prepayment of Loan) shall be applied in inverse order of maturity or pro rata (at the Borrowers' discretion) against<br> the Balloon Instalment and the remaining Repayment Instalments falling due after the day of such repayment.
---	---
7.4	Mandatory prepayment on sale or Total Loss
---	---
(a)	If a Ship is sold (without prejudice to paragraph (a) of Clause 23.12 (Disposals)) or becomes a Total Loss, the Borrowers shall on the Relevant Date prepay the Loan in an<br> amount which is the higher of:
---	---
(i)	the Relevant Amount; and
---	---
(ii)	such part of the Loan to ensure that the Loan does not exceed 65 per cent the Market Value of the remaining Ship then subject to a Mortgage,
---	---

Provided that if the Ship being sold or which has become a Total Loss is the only remaining Ship, the Relevant Amount shall be equal to the full amount of the Loan and the full amount of all other Secured Liabilities.

(b)	In this Clause 7.4 (Mandatory prepayment on sale or Total Loss):

"Relevant Amount" means an amount equal to the Loan multiplied by a fraction whose:

(a)	numerator is the Market Value of the Ship being sold or which has become a Total Loss determined on the date on which such sale is completed by delivery to its buyer or, as the case may be, the date immediately<br> prior to the date on which the Total Loss occurred; and
(b)	denominator is the aggregate Market Value of both Ships on the date on which that Ship is sold or becomes a Total Loss.
---	---

"Relevant Date" means:

(c)	in the case of a sale of a Ship, on or before the date on which the sale is completed by delivery of that Ship to the buyer; or
(d)	in the case of a Total Loss, on the earlier of (i) the date falling 120 days after the Total Loss Date and (ii) the date of receipt by the Lender of the proceeds of insurance relating to such Total Loss.
---	---

7.5	Change of control
(a)	If any person or group of persons acting in concert gains directly or indirectly control of the Guarantor:
---	---
(i)	the Guarantor shall promptly notify the Lender upon becoming aware of that event; and
---	---
(ii)	the Lender may, by not less than 10 Business Days' notice to the Borrowers, cancel the Facility and declare the Loan, together with accrued interest, and all other amounts accrued under the Finance Documents<br> immediately due and payable, whereupon the Facility will be cancelled and the Loan and all such outstanding interest and other amounts will become immediately due and payable.
---	---
(b)	For the purpose of paragraph (a) above "control" means:
---	---
(i)	the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:
---	---
(A)	cast, or control the casting of, more than 50 per cent. of the maximum number of votes that might be cast at a general meeting of the Guarantor; or
---	---
(B)	appoint or remove all, or the majority, of the directors or other equivalent officers of the Guarantor; or
---	---
(C)	give directions with respect to the operating and financial policies of the Guarantor with which the directors or other equivalent officers of the Guarantor are obliged to comply; and/or
---	---
(ii)	the holding beneficially of more than 50 per cent. of the issued share capital of the Guarantor (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a<br> distribution of either profits or capital) (and, for this purpose, any Security over the share capital shall be disregarded in determining the beneficial ownership of such share capital).
---	---
(c)	For the purpose of paragraph (a) above "acting in concert" means a group of persons who, pursuant to an agreement or understanding (whether formal or informal), actively<br> co-operate, through the acquisition directly or indirectly of shares in the Guarantor by any of them, either directly or indirectly, to obtain or consolidate control of the Guarantor.
---	---
7.6	Mandatory prepayment of Hedging Prepayment Proceeds
---	---
(a)	If at the relevant time an Event of Default has occurred and is continuing or the Security Cover Ratio required pursuant to Clause 28.1 (Minimum required security cover) is not maintained, any Hedging Prepayment Proceeds arising as a result of any cancellation or prepayment under this Agreement shall be applied<br> on the last day of the Interest Period which ends on or after such payment in prepayment of the Loan and shall reduce the Repayment Instalments falling after that prepayment and the Balloon Instalment by the amount prepaid pro rata.
---	---
(b)	If, at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreements exceeds or, as a result of any repayment or prepayment under this Agreement, will the Loan at that time, the Borrowers must, at the<br> request of the Lender, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Lender so that it no longer exceeds or will not exceed the Loan then or that will be outstanding.
---	---

(c)	Any Hedging Prepayment Proceeds pursuant to paragraph (b) above, following the occurrence of an Event of Default which is continuing, shall be paid to the Lender on the last day of the Interest Period which ends on or after such payment<br> in prepayment of the Loan and shall reduce the Repayment Instalments falling after that prepayment and the Balloon Instalment by the amount prepaid pro<br> rata.
7.7	Restrictions
---	---
(a)	Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears<br> in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made, the amount of that cancellation or prepayment and the order of application.
---	---
(b)	Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to the fee provided for in Clause 11.2 (Prepayment fee)<br> and any Break Costs, without premium or penalty.
---	---
(c)	No Borrower may reborrow any part of the Facility which is prepaid.
---	---
(d)	No Borrower shall repay or prepay all or any part of the Loan or cancel all or any part of the Commitment except at the times and in the manner expressly provided for in this Agreement.
---	---
(e)	No amount of the Commitment cancelled under this Agreement may be subsequently reinstated.
---	---

SECTION 5

COSTS OF UTILISATION

8	INTEREST
8.1	Calculation of interest
---	---

The rate of interest on the Loan or any part of the Loan for each Interest Period is the percentage rate per annum which is the aggregate of:

(a)	the Applicable Margin; and
(b)	LIBOR.
---	---
8.2	Payment of interest
---	---
(a)	The Borrowers shall pay accrued interest on the Loan or any part of the Loan on the last day of each Interest Period (each an "Interest Payment Date").
---	---
(b)	If an Interest Period is longer than three Months, the Borrowers shall also pay interest then accrued on the Loan or the relevant part of the Loan on the dates falling at three Monthly intervals after the first<br> day of the Interest Period.
---	---
8.3	Default interest
---	---
(a)	If a Transaction Obligor fails to pay any amount payable by it under a Finance Document (other than a Hedging Agreement) on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of<br> actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2.00 per cent. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment,<br> constituted part of the Loan, in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Lender. Any interest accruing under this Clause 8.3 (Default interest)<br> shall be immediately payable by an Obligor on demand by the Lender.
---	---
(b)	If an Unpaid Sum consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to the Loan or that part of the Loan:
---	---
(i)	the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or that part of the Loan; and
---	---
(ii)	the rate of interest applying to that Unpaid Sum during that first Interest Period shall be 2.00 per cent. per annum higher than the rate which would have applied if that Unpaid Sum had not become due.
---	---
(c)	Default interest (if unpaid) arising on an Unpaid Sum may be compounded with the Unpaid Sum on a six month basis commencing on the date that such Unpaid Sum becomes due and payable but such default interest will<br> remain immediately due and payable.
---	---

8.4	Notification of rates of interest

The Lender shall promptly notify the Borrowers of the determination of a rate of interest under this Agreement.

8.5	Hedging
(a)	A Borrower and the Lender may enter into a Hedging Agreement on the date of this Agreement or at any time thereafter and shall after that date maintain such Hedging Agreement in accordance with this Clause 8.5 (Hedging).
---	---
(b)	The aggregate notional amount of the transactions in respect of the Hedging Agreements shall not exceed the aggregate amount of the Loan.
---	---
(c)	Each Hedging Agreement shall:
---	---
(i)	be with the Lender or (subject to the Lender's right of first refusal and with the Lender's prior consent), with another bank or financial institution;
---	---
(ii)	be for a term ending on no later than the Termination Date;
---	---
(iii)	have settlement dates coinciding with the last day of each Interest Period;
---	---
(iv)	be based on an ISDA Master Agreement and otherwise be in agreed form;
---	---
(v)	provide for two-way payments in the event of a termination of a transaction in respect of that Hedging Agreement, whether on a Termination Event (as defined each the Hedging Agreement) or on an Event of Default (as defined in each<br> Hedging Agreement); and
---	---
(vi)	provide that the Termination Currency (as defined in that Hedging Agreement) shall be dollars.
---	---
(d)	The rights of a Borrower under any Hedging Agreement shall be charged by way of security under a Hedging Agreement Security.
---	---
(e)	If, at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreements exceeds or, as a result of any repayment or prepayment under this Agreement, will the Loan at that time, the Borrowers must, at the<br> request of the Lender, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Lender so that it no longer exceeds or will not exceed the Loan then or that will be outstanding.
---	---
(f)	Any reductions in the aggregate notional amount of the transactions in respect of the Hedging Agreements in accordance with paragraph (e) above will be apportioned as between those transactions pro rata.
---	---
(g)	Paragraph (e) above shall not apply to any transactions in respect of any Hedging Agreement under which no Borrower has any actual or contingent indebtedness.
---	---

8.6	Sustainability Pricing Adjustment
(a)	Subject to paragraph (e) below, the Borrowers or the Guarantor shall provide the Lender with a Sustainability Certificate within 90 (ninety) days of the end of each Sustainability Period.
---	---
(b)	If the AER (rounded to two decimal places) for a Ship in respect of that Sustainability Period is lower than the Base AER by at least the Applicable Percentage, the Applicable Margin shall be reduced (or shall<br> remain reduced, if it has already been reduced during the previous Pricing Adjustment Period) by 0.05 per cent. per annum per compliant Ship (the "Sustainability Pricing Adjustment"). Such reduction<br> shall apply on the first day of the new Pricing Adjustment Period and shall remain reduced for the whole such Pricing Adjustment Period.
---	---
(c)	The Sustainability Pricing Adjustment shall at no time exceed 0.10 per cent. per annum during the term of the Facility and shall not be reduced further during a later Pricing Adjustment Period.
---	---
(d)	If (i) the AER (rounded to two decimal places) in a given Sustainability Period for a Ship is not lower than the Base AER for that Ship by at least the Applicable Percentage or (ii) the Borrowers or the Guarantor<br> fail to furnish a Sustainability Certificate in respect of one or both Ships, the Sustainability Pricing Adjustment shall reset to 0.00 per cent. in respect of the non-compliant Ship and the Initial Margin shall be charged from the first<br> day after the expiry of the then current Pricing Adjustment Period (and, in the event that one of the two Ships is compliant, the Initial Margin shall remain reduced by 0.05 per cent. after the expiry of the current Pricing Adjustment<br> Period).
---	---
(e)	Either the Borrower or the Guarantor may elect not to provide a Sustainability Certificate and such election will not constitute a Default or an Event of Default.
---	---
(f)	If an Event of Default occurs and is continuing, the Sustainability Pricing Adjustment shall reset to 0.00 per cent. and the Initial Margin shall be charged.
---	---
(g)	In this Clause 8.6 (Sustainability Pricing Adjustment):
---	---
(i)	"Applicable Percentage" means, in respect of the Sustainability Period ending on:
---	---
(A)	30 June 2024, 2 per cent.;
---	---
(B)	30 June 2025, 4 per cent.;
---	---
(C)	30 June 2026, 6 per cent.; and
---	---
(D)	30 June 2027, 8 per cent.
---	---
(ii)	"Base AER" means the AER in respect of the first Sustainability Period (ending on 30 June 2023).
---	---
(iii)	"Pricing Adjustment Period" means the 12-month period commencing on the first day of the Interest Period after a Sustainability Certificate (other than Sustainability Certificate in respect of the<br> Base AER) has been delivered to the Lender in accordance with paragraph (a) above and ending on the first anniversary thereof Provided that the last such period may be shorter than 12 months if it<br> ends on the Termination Date.
---	---

(iv)	"Sustainability Certificate" means a certificate signed by a director of each Borrower or the Chief Executive Officer or Chief Financial Officer of the Guarantor, in a form and substance<br> satisfactory to the Lender which shows the calculation of each Ship's AER and sets forth the Sustainability Pricing Adjustment, certified by the approved classification society in respect of that Ship.
(v)	"Sustainability Period" means the period commencing on the date of acquisition of Ship B by Borrower B and ending on 30 June 2023 and each subsequent 12-month period thereafter.
---	---
9	INTEREST PERIODS
---	---
9.1	Selection of Interest Periods
---	---
(a)	The Borrowers may select the first Interest Period for the Loan in the Utilisation Request. Subject to paragraph (f) below and Clause 9.2 (Changes to Interest Periods), the<br> Borrowers may select each subsequent Interest Period in respect of the Loan in a Selection Notice.
---	---
(b)	Each Selection Notice is irrevocable and must be delivered to the Lender by the Borrowers not later than the Specified Time.
---	---
(c)	If the Borrowers fail to select an Interest Period in the Utilisation Request or fail to deliver a Selection Notice to the Lender in accordance with paragraphs (a) and (b) above, the relevant Interest Period will,<br> subject to paragraph (f) below and Clause 9.2 (Changes to Interest Periods), be three Months.
---	---
(d)	Subject to this Clause 9.1 (Selection of Interest Periods), the Borrowers may select an Interest Period of 1, 3 or 6 Months or any other period requested by the Borrowers<br> and acceptable to the Lender.
---	---
(e)	An Interest Period in respect of the Loan shall not extend beyond the Termination Date.
---	---
(f)	In respect of a Repayment Instalment, the Borrowers may request in the relevant Selection Notice that an Interest Period for a part of the Loan equal to such Repayment Instalment shall end on the Repayment Date<br> relating to it and, subject to paragraph (d) above, select a longer Interest Period for the remaining part of the Loan.
---	---
(g)	The first Interest Period for the Loan shall start on the Utilisation Date and, subject to paragraph (h) below, each subsequent Interest Period shall start on the last day of the preceding Interest Period.
---	---
(h)	Except for the purposes of paragraph (f) above and Clause 9.2 (Changes to Interest Periods), the Loan shall have one Interest Period only at any time.
---	---
9.2	Changes to Interest Periods
---	---
(a)	In respect of a Repayment Instalment, prior to determining the interest rate for the Loan, the Lender may establish an Interest Period for a part of the Loan equal to such Repayment Instalment to end on the<br> Repayment Date relating to it and the remaining part of the Loan shall have the Interest Period selected in the relevant Selection Notice, subject to paragraph (d) of Clause 9.1 (Selection of Interest<br> Periods).
---	---

(b)	If the Lender makes any change to an Interest Period referred to in this Clause 9.2 (Changes to Interest Periods), it shall promptly notify the Borrowers.
9.3	Non-Business Days
---	---

If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

10	CHANGES TO THE CALCULATION OF INTEREST
10.1	Unavailability of Screen Rate
---	---
(a)	Interpolated Screen Rate: If no Screen Rate is available for LIBOR for the Interest Period of the Loan or any part of the Loan, the applicable LIBOR shall be the<br> Interpolated Screen Rate for a period equal in length to the Interest Period of the Loan or that part of the Loan.
---	---
(b)	Cost of funds: If no Screen Rate is available for LIBOR for:
---	---
(i)	dollars; or
---	---
(ii)	the Interest Period of the Loan or any part of the Loan and it is not possible to calculate the Interpolated Screen Rate,
---	---

there shall be no LIBOR for the Loan or that part of the Loan (as applicable) and Clause 10.3 (Cost of funds) shall apply to the Loan or that part of the Loan for that Interest Period.

10.2	Market disruption

If (a) before close of business in London on the Quotation Day for the relevant Interest Period the Lender determines (in its sole discretion) that the cost to it of funding the Loan or the relevant part of the Loan from whatever source it may reasonably select would be in excess of LIBOR or (b) before close of business on the Quotation Day for the relevant Interest Period, deposits in dollars are not available to the Lender in the London Interbank Market in the ordinary course of business in sufficient amounts to fund the Loan (or the relevant part thereof) for that Interest Period, then Clause 10.3 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.

10.3	Cost of funds
(a)	If this Clause 10.3 (Cost of funds) applies, the rate of interest on the Loan or the relevant part of the Loan for the relevant Interest Period shall be the percentage rate<br> per annum which is the sum of:
---	---
(i)	the Applicable Margin; and
---	---
(ii)	the rate notified to the Borrowers by the Lender as soon as practicable and in any event before the date on which interest is due to be paid in respect of that Interest Period to be that which expresses as a<br> percentage rate per annum the cost to the Lender of funding the Loan or that part of the Loan from whatever source it may reasonably select or, if such rate is less than zero, such rate shall be deemed to be zero.
---	---
(b)	If this Clause 10.3 (Cost of funds) applies and the Lender or the Borrowers so require, the Lender and the Borrowers shall enter into negotiations (for a period of not more<br> than 15 days) with a view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.
---	---

(c)	Any substitute or alternative basis agreed pursuant to paragraph (b) above shall be binding on all Parties.
10.4	Break Costs
---	---

The Borrowers shall, within three Business Days of demand by the Lender, pay to the Lender its Break Costs attributable to all or any part of the Loan or an Unpaid Sum being paid by a Borrower on a day other than the last day of an Interest Period for the Loan, the relevant part of the Loan or that Unpaid Sum.

11	FEES
11.1	Transaction fee
---	---

The Borrowers shall pay to the Lender a non-refundable transaction fee equal to 0.65 per cent. of the Loan on the Utilisation Date.

11.2	Prepayment fee
(a)	If, on or before the second anniversary of the Utilisation Date, all or any part of the Loan is refinanced by an entity (including any fund) other than the Lender, the Borrowers must, on the date of the prepayment<br> or refinancing, pay to the Lender a prepayment fee in the amount of zero point five per cent. (0.50%) of the amount prepaid.
---	---
(b)	For the avoidance of doubt, any prepayment/refinancing arising as a result of an assignment of the Lender pursuant to Clause 30.1 (Assignment by the Lender), illegality<br> pursuant to Clause 7.1 (Illegality and Sanctions affecting the Lender), failure to agree on a substitute basis or alternative basis for funding pursuant to<br> Clause 10.3 (Cost of funds), as a result of a Replacement of Screen Rate pursuant to Clause 45.1 (Replacement of Screen Rate), a change of control pursuant to<br> Clause 7.5 (Change of control), a total loss or a sale of a Ship pursuant to Clause 7.4 (Mandatory prepayment on sale or Total Loss), shall be excluded from<br> paragraph (a) above and the Borrowers shall not be liable for any prepayment fee if the Loan or any part thereof is refinanced as a result of such event or circumstance.
---	---

SECTION 6

ADDITIONAL PAYMENT OBLIGATIONS

12	TAX GROSS UP AND INDEMNITIES
12.1	Definitions
---	---
(a)	In this Agreement:
---	---

"Tax Credit" means a credit against, relief or remission for, or repayment of any Tax.

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

"Tax Payment" means either the increase in a payment made by an Obligor to the Lender under Clause 12.2 (Tax

      gross-up\) or a payment under Clause 12.3 \(Tax indemnity\).

(b)	Unless a contrary indication appears, in this Clause 12 (Tax Gross Up and Indemnities) reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.
(c)	This Clause 12 (Tax Gross Up and Indemnities) shall not apply to any Hedging Agreement.
---	---
12.2	Tax gross-up
---	---
(a)	Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.
---	---
(b)	The Borrowers shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lender accordingly. Similarly, the<br> Lender shall notify the Borrowers and that Obligor on becoming so aware in respect of a payment payable to the Lender.
---	---
(c)	If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the<br> payment which would have been due if no Tax Deduction had been required.
---	---
(d)	If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount<br> required by law.
---	---
(e)	Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Lender evidence reasonably satisfactory to<br> the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.
---	---
12.3	Tax indemnity
---	---
(a)	The Obligors shall (within three Business Days of demand by the Lender) pay to the Lender an amount equal to the loss, liability or cost which the Lender determines will be or has been (directly or indirectly)<br> suffered for or on account of Tax by the Lender in respect of a Finance Document.
---	---

(b)	Paragraph (a) above shall not apply:
(i)	with respect to any Tax assessed on the Lender:
---	---
(A)	under the law of the jurisdiction in which the Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which the Lender is treated as resident for tax purposes; or
---	---
(B)	under the law of the jurisdiction in which the Lender's Facility Office is located in respect of amounts received or receivable in that jurisdiction,
---	---

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the Lender; or

(ii)	to the extent a loss, liability or cost:
(A)	is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or
---	---
(B)	relates to a FATCA Deduction required to be made by a Party.
---	---
(c)	The Lender shall, if making, or intending to make, a claim under paragraph (a) above promptly notify the Obligors of the event which will give, or has given, rise to the claim.
---	---
12.4	Tax Credit
---	---

If an Obligor makes a Tax Payment and the Lender determines that:

(a)	a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was received; and
(b)	the Lender has obtained and utilised that Tax Credit,
---	---

the Lender shall pay an amount to that Obligor which the Lender determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by that Obligor.

12.5	Stamp taxes

The Obligors shall pay and, within three Business Days of demand, indemnify the Lender against any cost, loss or liability which the Lender incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.

12.6

VAT

(a)

All amounts expressed to be payable under a Finance Document by any Party to the Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, if VAT is or becomes chargeable on any supply made by the Lender to any Party under a Finance Document and the Lender is required to account to the relevant tax authority for the VAT, that Party must pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and the Lender must promptly provide an appropriate VAT invoice to that Party).

---

(b)	Where a Finance Document requires any Party to reimburse or indemnify the Lender for any cost or expense, that Party shall reimburse or indemnify (as the case may be) the Lender for the full amount of such cost or<br> expense, including such part of it as represents VAT, save to the extent that the Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.
(c)	Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes,<br> include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11<br> of Council Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that Party or the<br> relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may<br> be).
---	---
(d)	In relation to any supply made by the Lender to any Party under a Finance Document, if reasonably requested by the Lender, that Party must promptly provide the Lender with details of that Party's VAT registration<br> and such other information as is reasonably requested in connection with the Lender's VAT reporting requirements in relation to such supply.
---	---
12.7	FATCA Information
---	---
(a)	Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:
---	---
(i)	confirm to that other Party whether it is:
---	---
(A)	a FATCA Exempt Party; or
---	---
(B)	not a FATCA Exempt Party;
---	---
(ii)	supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA;<br> and
---	---
(iii)	supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law,<br> regulation or exchange of information regime.
---	---
(b)	If a Party confirms to another Party pursuant to sub-paragraph (i) of paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party,<br> that Party shall notify that other Party reasonably promptly.
---	---
(c)	Paragraph (a) above shall not oblige the Lender to do anything and sub-paragraph (iii) of paragraph (a) above shall not oblige any other Party to do anything which would or might in its reasonable opinion<br> constitute a breach of:
---	---

(i)	any law or regulation;
(ii)	any fiduciary duty; or
---	---
(iii)	any duty of confidentiality.
---	---
(d)	If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with sub-paragraphs (i) or (ii) of paragraph (a) above<br> (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the<br> Party in question provides the requested confirmation, forms, documentation or other information.
---	---
12.8	FATCA Deduction
---	---
(a)	Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which<br> it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.
---	---
(b)	Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment.
---	---
13	INCREASED COSTS
---	---
13.1	Increased costs
---	---
(a)	Subject to Clause 13.3 (Exceptions), the Borrowers shall, within three Business Days of a demand by the Lender, pay for the account of the Lender the amount of any<br> Increased Costs incurred by the Lender or any of its Affiliates as a result of:
---	---
(i)	the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or
---	---
(ii)	compliance with any law or regulation made,
---	---

in each case after the date of this Agreement; or

(iii)	the implementation, application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.
(b)	In this Agreement:
---	---
(i)	"Basel III" means:
---	---
(A)	the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International<br> framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as<br> amended, supplemented or restated;
---	---

(B)	the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text" published by the Basel<br> Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
(C)	any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".
---	---
(ii)	"CRD IV" means:
---	---
(A)	Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012, as<br> amended by Regulation (EU) 2019/876;
---	---
(B)	Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms,<br> amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC; as amended by Directive (EU) 2019/878; and
---	---
(C)	any other law or regulation which implements Basel III.
---	---
(iii)	"Increased Costs" means:
---	---
(A)	a reduction in the rate of return from the Facility or on the Lender's (or its Affiliate's) overall capital;
---	---
(B)	an additional or increased cost; or
---	---
(C)	a reduction of any amount due and payable under any Finance Document,
---	---

which is incurred or suffered by the Lender or any of its Affiliates to the extent that it is attributable to the Lender having entered into the Commitment or funding or performing its obligations under any Finance Document.

13.2	Increased cost claims

If the Lender intends to make a claim pursuant to Clause 13.1 (Increased costs) it shall notify the Borrowers of the event giving rise to the claim.

13.3	Exceptions

Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

(a)	attributable to a Tax Deduction required by law to be made by an Obligor;
(b)	attributable to a FATCA Deduction required to be made by a Party;
---	---
(c)	compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so<br> compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied);
---	---

(d)	compensated for by any payment made pursuant to Clause 14.3 (Mandatory Cost); or
(e)	attributable to the wilful breach by the Lender or its Affiliates of any law or regulation.
---	---
14	OTHER INDEMNITIES
---	---
14.1	Currency indemnity
---	---
(a)	If any sum due from an Obligor under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the<br> currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:
---	---
(i)	making or filing a claim or proof against that Obligor; or
---	---
(ii)	obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,
---	---

that Obligor shall, as an independent obligation, on demand, indemnify the Lender against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)	Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.
(c)	This Clause 14.1 (Currency indemnity) does not apply to any sum due to the Lender under any Hedging Agreement.
---	---
14.2	Other indemnities
---	---
(a)	Each Obligor shall, on demand, indemnify the Lender and any Receiver and Delegate against:
---	---
(i)	any cost, loss or liability incurred by it as a result of:
---	---
(A)	the occurrence of any Event of Default;
---	---
(B)	a failure by a Transaction Obligor to pay any amount due under a Finance Document on its due date;
---	---
(C)	funding, or making arrangements to fund, the Loan requested by the Borrowers in the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by<br> reason of default or negligence by the Lender alone);
---	---
(D)	the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrowers;
---	---
(E)	investigating any event which it reasonably believes is a Default;
---	---
(F)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or
---	---

(G)	instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents; and
(ii)	any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Lender (otherwise than by reason of the Lender's gross negligence or wilful<br> misconduct) or, in the case of any cost, loss or liability pursuant to Clause 32.8 (Disruption to Payment Systems etc.) notwithstanding the Lender's negligence, gross negligence or any other category<br> of liability whatsoever but not including any claim based on the fraud of the Lender in acting as Lender under the Finance Documents.
---	---
(b)	Each Obligor shall, on demand, indemnify the Lender, each Affiliate of the Lender and any Receiver and Delegate and each officer or employee of the Lender or its Affiliate or any Receiver or Delegate (as<br> applicable) (each such person for the purposes of this Clause 14.2 (Other indemnities) an "Indemnified Person"), against any cost, loss or liability<br> (including, without limitation, for negligence or any other category of liability whatsoever) incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory<br> enquiry, in connection with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the condition or operation<br> of, or any incident occurring in relation to, any Ship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person.
---	---
(c)	No Party other than the Lender or the Receiver or Delegate (as applicable) may take any proceedings against any officer, employee or agent of the Lender or the Receiver or Delegate (as applicable) in respect of<br> any claim it might have against the Lender or the Receiver or Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property.
---	---
(d)	Without limiting, but subject to any limitations set out in paragraph (b) above, the indemnity in paragraph (b) above shall cover any cost, loss or liability incurred by each Indemnified Person in any<br> jurisdiction:
---	---
(i)	arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or
---	---
(ii)	in connection with any Environmental Claim.
---	---
(e)	Each Obligor shall, on demand, indemnify the Lender and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever)<br> incurred by any of them:
---	---
(i)	in relation to or as a result of:
---	---
(A)	any failure by the Borrowers to comply with its obligations under Clause 16 (Costs and Expenses);
---	---
(B)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
---	---
(C)	the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
---	---

(D)	the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Lender and each Receiver and Delegate by the Finance Documents or by law;
(E)	any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
---	---
(F)	any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
---	---
(G)	instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents.
---	---
(ii)	which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the Lender's or Receiver's or<br> Delegate's gross negligence or wilful misconduct).
---	---
(f)	Any Affiliate or Receiver or Delegate or any officer or employee of the Lender or of any of its Affiliates or any Receiver or Delegate (as applicable) may rely on this Clause 14.2 (Other indemnities) and the provisions of the Third Parties Act subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
---	---
14.3	Mandatory Cost
---	---

Each Borrower shall, on demand by the Lender, pay to the Lender, such amount which the Lender certifies in a notice to the Borrowers to be its good faith determination of the amount necessary to compensate it for complying with:

(a)

if the Lender is lending from a Facility Office in a Participating Member State, the minimum reserve requirements (or other requirements having the same or similar purpose) of the European Central Bank or any other authority or agency which replaces all or any of its functions in respect of loans made from that Facility Office; and

(b)

if the Lender is lending from a Facility Office in the United Kingdom, any reserve asset, special deposit or liquidity requirements (or other requirements having the same or similar purpose) of the Bank of England (or any other governmental authority or agency) and/or paying any fees to the Financial Conduct Authority and/or the Prudential Regulation Authority (or any other governmental authority or agency which replaces all or any of their functions),

---

which in each case is referable to the Loan.

15	MITIGATION BY THE LENDER
15.1	Mitigation
---	---
(a)	The Lender shall, in consultation with the Borrowers, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled<br> pursuant to, any of Clause 7.1 (Illegality and Sanctions affecting the Lender), Clause 12 (Tax Gross Up and Indemnities)<br> or Clause 13 (Increased Costs) or paragraph (a) of Clause 14.3 (Mandatory Cost) including (but not limited to) assigning its rights under the Finance<br> Documents to another Affiliate or Facility Office.
---	---

(b)	Paragraph (a) above does not in any way limit the obligations of any Transaction Obligor under the Finance Documents.
15.2	Limitation of liability
---	---
(a)	Each Obligor shall, on demand, indemnify the Lender for all costs and expenses reasonably incurred by the Lender as a result of steps taken by it under Clause 15.1 (Mitigation).
---	---
(b)	The Lender is not obliged to take any steps under Clause 15.1 (Mitigation) if either:
---	---
(i)	a Default has occurred and is continuing; or
---	---
(ii)	in the opinion of the Lender (acting reasonably), to do so might be prejudicial to it.
---	---
16	COSTS AND EXPENSES
---	---
16.1	Transaction expenses
---	---

The Obligors shall, on demand, pay the Lender the amount of all costs and expenses (including, without limitation, fees, costs and expenses of legal advisors and insurance and other consultants and other advisors) reasonably incurred by it in connection with the negotiation, preparation, printing, execution and perfection of:

(a)	this Agreement and any other documents referred to in this Agreement or in a Security Document; and
(b)	any other Finance Documents executed after the date of this Agreement.
---	---
16.2	Amendment costs
---	---

If:

(a)	a Transaction Obligor requests an amendment, waiver or consent; or
(b)	an amendment is required either pursuant to Clause 32.6 (Change of currency) or to address the fact that the Screen Rate is not or is likely not to be, available for<br> dollars; or
---	---
(c)	a Transaction Obligor requests, and the Lender agrees to, the release of all or any part of the Security Assets from the Transaction Security,
---	---

the Obligors shall, on demand, reimburse the Lender for the amount of all costs and expenses (including, without limitation, fees, costs and expenses of legal advisors and insurance and other consultants and other advisors) reasonably incurred by the Lender in responding to, evaluating, negotiating or complying with that request or requirement.

16.3	Enforcement and preservation costs

The Obligors shall, on demand, pay to the Lender the amount of all costs and expenses (including, without limitation, fees, costs and expenses of legal advisors and insurance and other consultants and other advisors) incurred by the Lender in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction Security and with any proceedings instituted by or against the Lender as a consequence of it entering into a Finance Document, taking or holding the Transaction Security, or enforcing those rights, including (without limitation) any losses, costs and expenses which the Lender may from time to time sustain, incur or become liable for by reason of the Lender being mortgagee of a Ship and/or a lender to a Borrower, or by reason of the Lender being deemed by any court or authority to be an operator or controller, or in any way concerned in the operation or control, of a Ship.

SECTION 7

GUARANTEES AND JOINT AND SEVERAL LIABILITY OF BORROWERS

17	GUARANTEE AND INDEMNITY - GUARANTOR
17.1	Guarantee and indemnity
---	---

The Guarantor irrevocably and unconditionally:

(a)	guarantees to the Lender punctual performance by each Transaction Obligor (other than the Guarantor) of all such other Transaction Obligor's obligations under the Finance Documents;
(b)	undertakes with the Lender that whenever a Transaction Obligor (other than the Guarantor) does not pay any amount when due under or in connection with any Finance Document, the Guarantor shall immediately on<br> demand pay that amount as if it were the principal obligor; and
---	---
(c)	agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against<br> any cost, loss or liability it incurs as a result of a Transaction Obligor (other than the Guarantor) not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance<br> Document on the date when it would have been due. The amount payable by the Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 (Guarantee and Indemnity<br> - Guarantor) if the amount claimed had been recoverable on the basis of the guarantee.
---	---
17.2	Continuing guarantee
---	---

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Transaction Obligor under the Finance Documents, regardless of any intermediate payment or discharge in whole or in part.

17.3	Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Transaction Obligor or any security for those obligations or otherwise) is made by the Lender in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Guarantor under this Clause 17 (Guarantee and Indemnity - Guarantor) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

17.4	Waiver of defences

The obligations of the Guarantor under this Clause 17 (Guarantee and Indemnity - Guarantor) and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 17.4 (Waiver of Defences), would reduce, release or prejudice any of its obligations under this Clause 17 (Guarantee and Indemnity - Guarantor) or in respect of any Transaction Security (without limitation and whether or not known to it or the Lender) including:

(a)	this Agreement being or later becoming void, unenforceable or illegal as regards a Borrower or the Guarantor;
(b)	the Lender entering into any rescheduling, refinancing or other arrangement of any kind with a Borrower or the Guarantor;
---	---
(c)	the Lender releasing a Borrower or the Guarantor or any Security created by a Finance Document;
---	---
(d)	any time, waiver or consent granted to, or composition with, any Transaction Obligor or other person;
---	---
(e)	the release of any other Transaction Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
---	---
(f)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights<br> against, or security over assets of, any Transaction Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any<br> security;
---	---
(g)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Transaction Obligor or any other person;
---	---
(h)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including, without<br> limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;
---	---
(i)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or
---	---
(j)	any insolvency or similar proceedings.
---	---
17.5	Immediate recourse
---	---

The Guarantor waives any right it may have of first requiring the Lender (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 17 (Guarantee and Indemnity - Guarantor). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

17.6	Appropriations

Until all amounts which may be or become payable by the Transaction Obligors under or in connection with the Finance Documents have been irrevocably paid in full, the Lender (or any trustee or agent on its behalf) may:

(a)	refrain from applying or enforcing any other moneys, security or rights held or received by the Lender (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such<br> manner and order as it sees fit (whether against those amounts or otherwise) and the Guarantor shall not be entitled to the benefit of the same; and

(b)	hold in an interest-bearing suspense account any moneys received from the Guarantor or on account of the Guarantor's liability under this Clause 17 (Guarantee and Indemnity -<br> Guarantor).
17.7	Deferral of Guarantor's rights
---	---

All rights which the Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against a Borrower (including, without limitation, any right which the Guarantor may have against that Borrower in relation to any documented or undocumented intercompany loan or transfer of funds from the Guarantor in order to assist that Borrower with financing the acquisition cost of a Ship), any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Lender under the Finance Documents and until the end of the Security Period and unless the Lender otherwise directs, the Guarantor will not exercise any rights which it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 17 (Guarantee and Indemnity- Guarantor):

(a)	to be indemnified by a Transaction Obligor;
(b)	to claim any contribution from any third party providing security for, or any other guarantor of, any Transaction Obligor's obligations under the Finance Documents;
---	---
(c)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under the Finance Documents or of any other guarantee or security taken pursuant to, or in<br> connection with, the Finance Documents by the Lender;
---	---
(d)	to bring legal or other proceedings for an order requiring any Transaction Obligor to make any payment, or perform any obligation, in respect of which the Guarantor has given a guarantee, undertaking or indemnity<br> under Clause 17.1 (Guarantee and Indemnity);
---	---
(e)	to exercise any right of set-off against any Transaction Obligor; and/or
---	---
(f)	to claim or prove as a creditor of any Transaction Obligor in competition with the Lender.
---	---

If the Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Lender by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Lender and shall promptly pay or transfer the same to the Lender or as the Lender may direct for application in accordance with Clause 32 (Payment Mechanics).

17.8	Additional security

This guarantee and any other Security given by the Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, any other guarantee or Security or any other right of recourse now or subsequently held by the Lender or any right of set-off or netting or right to combine accounts in connection with the Finance Documents.

17.9	Applicability of provisions of Guarantee to other Security

Clauses 17.2 (Continuing Guarantee), 17.3 (Reinstatement), 17.4 (Waiver of Defences), 17.5 (Immediate Resource), 17.6 (Appropriations), 17.7 (Deferral of Guarantors' Rights) and 17.8 (Additional Security) shall apply, with any necessary modifications, to any Security which the Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.

18	JOINT AND SEVERAL LIABILITY OF THE BORROWERS
18.1	Joint and several liability
---	---

All liabilities and obligations of the Borrowers under this Agreement shall, whether expressed to be so or not, be joint and several.

18.2	Waiver of defences

The liabilities and obligations of a Borrower shall not be impaired by:

(a)	this Agreement being or later becoming void, unenforceable or illegal as regards any other Borrower;
(b)	the Lender entering into any rescheduling, refinancing or other arrangement of any kind with the other Borrower;
---	---
(c)	the Lender releasing the other Borrower or any Security created by a Finance Document;
---	---
(d)	any time, waiver or consent granted to, or composition with the other Borrower or other person;
---	---
(e)	the release of the other Borrower or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
---	---
(f)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, the other Borrower or other person or any<br> non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
---	---
(g)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of the other Borrower or any other person;
---	---
(h)	any amendment, novation, supplement, extension, restatement (however fundamental, and whether or not more onerous) or replacement of a Finance Document or any other document or security including, without<br> limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;
---	---
(i)	any unenforceability, illegality or invalidity of any obligation or any person under any Finance Document or any other document or security; or
---	---
(j)	any insolvency or similar proceedings.
---	---

18.3	Principal Debtor

Each Borrower declares that it is and will, throughout the Security Period, remain a principal debtor for all amounts owing under this Agreement and the Finance Documents and no Borrower shall, in any circumstances, be construed to be a surety for the obligations of any other Borrower under this Agreement.

18.4	Borrower restrictions
(a)	Subject to paragraph (b) below, during the Security Period no Borrower shall:
---	---
(i)	claim any amount which may be due to it from any other Borrower whether in respect of a payment made under, or matter arising out of, this Agreement or any Finance Document, or any matter unconnected with this<br> Agreement or any Finance Document;
---	---
(ii)	take or enforce any form of security from any other Borrower for such an amount, or in any way seek to have recourse in respect of such an amount against any asset of the other Borrower;
---	---
(iii)	set off such an amount against any sum due from it to the other Borrower;
---	---
(iv)	prove or claim for such an amount in any liquidation, administration, arrangement or similar procedure involving the other Borrower; or
---	---
(v)	exercise or assert any combination of the foregoing.
---	---
(b)	If during the Security Period, the Lender, by notice to a Borrower, requires it to take any action referred to in paragraph (a) above in relation to the other Borrower, that Borrower shall take that action as soon<br> as practicable after receiving the Lender's notice.
---	---
18.5	Deferral of Borrowers' rights
---	---

Until all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paid in full and unless the Lender otherwise directs, no Borrower will exercise any rights which it may have by reason of performance by it of its obligations under the Finance Documents:

(a)	to be indemnified by the other Borrower; or
(b)	to claim any contribution from the other Borrower in relation to any payment made by it under the Finance Documents.
---	---
19	GUARANTEE AND INDEMNITY – HEDGE GUARANTORS
---	---
19.1	Guarantee and indemnity
---	---

Each Hedge Guarantor irrevocably and unconditionally jointly and severally:

(a)	guarantees to the Lender punctual performance by each Borrower of all that Borrower's obligations under the Hedging Agreements;
(b)	undertakes with the Lender that whenever a Borrower does not pay any amount when due under or in connection with any Hedging Agreement, that Hedge Guarantor shall immediately on demand pay that amount as if it<br> were the principal obligor; and
---	---

(c)

agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against any cost, loss or liability it incurs as a result of a Borrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Hedging Agreement on the date when it would have been due. The amount payable by a Hedge Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 19 (Guarantee and Indemnity – Hedge Guarantors) if the amount claimed had been recoverable on the basis of a guarantee.

19.2

Continuing guarantee

---

This guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Borrower under the Hedging Agreements, regardless of any intermediate payment or discharge in whole or in part.

19.3	Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Borrower or any security for those obligations or otherwise) is made by the Lender in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of each Hedge Guarantor under this Clause 19 (Guarantee and Indemnity – Hedge Guarantors) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

19.4	Waiver of defences

The obligations of each Hedge Guarantor under this Clause 19 (Guarantee and Indemnity – Hedge Guarantors) and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 19.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Clause 19 (Guarantee and Indemnity – Hedge Guarantors) or in respect of any Transaction Security (without limitation and whether or not known to it or the Lender) including:

(a)	any time, waiver or consent granted to, or composition with, any Transaction Obligor or other person;
(b)	the release of any other Transaction Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
---	---
(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights<br> against, or security over assets of, any Transaction Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any<br> security;
---	---
(d)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Transaction Obligor or any other person;
---	---
(e)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including, without<br> limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;
---	---

(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or
(g)	any insolvency or similar proceedings.
---	---
19.5	Immediate recourse
---	---

Each Hedge Guarantor waives any right it may have of first requiring the Lender (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 19 (Guarantee and Indemnity – Hedge Guarantors). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

19.6	Appropriations

Until all amounts which may be or become payable by the Borrowers under or in connection with the Hedging Agreements have been irrevocably paid in full, the Lender (or any trustee or agent on its behalf) may:

(a)	refrain from applying or enforcing any other moneys, security or rights held or received by the Lender (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such<br> manner and order as it sees fit (whether against those amounts or otherwise) and no Hedge Guarantor shall be entitled to the benefit of the same; and
(b)	hold in an interest-bearing suspense account any moneys received from any Hedge Guarantor or on account of any Hedge Guarantor's liability under this Clause 19 (Guarantee and<br> Indemnity – Hedge Guarantors).
---	---
19.7	Deferral of Hedge Guarantors' rights
---	---

All rights which each Hedge Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against any Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Lender under the Finance Documents and until the end of the Security Period and unless the Lender otherwise directs, no Hedge Guarantor will exercise any rights which it may have (whether in respect of any Finance Document to which it is a party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 19 (Guarantee and Indemnity – Hedge Guarantors):

(a)	to be indemnified by a Transaction Obligor;
(b)	to claim any contribution from any third party providing security for, or any other guarantor of, any Transaction Obligor's obligations under the Finance Documents;
---	---
(c)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under the Finance Documents or of any other guarantee or security taken pursuant to, or in<br> connection with, the Finance Documents by the Lender;
---	---
(d)	to bring legal or other proceedings for an order requiring any Transaction Obligor to make any payment, or perform any obligation, in respect of which any Hedge Guarantor has given a guarantee, undertaking or<br> indemnity under Clause 19 (Guarantee and Indemnity – Hedge Guarantors);
---	---

(e)	to exercise any right of set-off against any Transaction Obligor; and/or
(f)	to claim or prove as a creditor of any Transaction Obligor in competition with the Lender.
---	---

If a Hedge Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Lender by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Lender and shall promptly pay or transfer the same to the Lender or as the Lender may direct for application in accordance with Clause 32 (Payment Mechanics).

19.8	Additional security

This guarantee and any other Security given by a Hedge Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, any other guarantee or Security or any other right of recourse now or subsequently held by the Lender or any right of set-off or netting or right to combine accounts in connection with the Finance Documents.

19.9	Applicability of provisions of Guarantee to other Security

Clauses 19.2 (Continuing guarantee), 19.3 (Reinstatement), 19.4 (Waiver of defences), 19.5 (Immediate recourse), 19.6 (Appropriations), 19.7 (Deferral of Hedge Guarantors' rights) and 19.8 (Additional security) shall apply, with any necessary modifications, to any Security which a Hedge Guarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.

SECTION 8

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

20	REPRESENTATIONS
20.1	General
---	---

Each Obligor makes and procures that each other Transaction Obligor makes the representations and warranties set out in this Clause 20 (Representations) to the Lender on the date of this Agreement.

20.2	Status
(a)	Each Transaction Obligor is a corporation, duly incorporated and validly existing in good standing under the law of its Original Jurisdiction.
---	---
(b)	Each Transaction Obligor and, in the case of the Guarantor, each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.
---	---
20.3	Shares and ownership
---	---
(a)	Each Borrower is authorized to issue 500 registered shares of no par value common stock, all of which shares have been issued in registered form and are fully paid and<br> non-assessable. The legal title to and beneficial interest in the shares in each Borrower is held by the Guarantor free of any Security (except for Permitted Security) or any other claim.
---	---
(b)	None of the shares in any Borrower is subject to any option to purchase, pre-emption rights or similar rights.
---	---
20.4	Binding obligations
---	---

The obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations.

20.5	Validity, effectiveness and ranking of Security
(a)	Each Finance Document to which it is a party does now or, as the case may be, will upon execution and delivery and, where applicable, registration as provided for in that Finance Document create the Security it<br> purports to create over any assets to which such Security, by its terms, relates, and such Security will, when created or intended to be created, be valid and effective.
---	---
(b)	No third party has or will have any Security (except for Permitted Security) over any assets that are the subject of any Transaction Security granted by it.
---	---
(c)	The Transaction Security granted by it to the Lender has or will when created or intended to be created have first ranking priority or such other priority it is expressed to have in the Finance Documents and is<br> not subject to any prior ranking or pari passu ranking Security.
---	---
(d)	No concurrence, consent or authorisation of any person is required for the creation of or otherwise in connection with any Transaction Security.
---	---

20.6	Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, each Transaction Document to which it is a party do not and will not conflict with:

(a)	any law or regulation applicable to it;
(b)	the constitutional documents of any Transaction Obligor; or
---	---
(c)	any agreement or instrument binding upon it or any such Transaction Obligor or any such Transaction Obligor's assets or constitute a default or termination event (however described) under any such agreement or<br> instrument.
---	---
20.7	Power and authority
---	---
(a)	It has the power to enter into, perform and deliver, and has taken all necessary action to authorise:
---	---
(i)	its entry into, performance and delivery of, each Transaction Document to which it is or will be a party and the transactions contemplated by those Transaction Documents; and
---	---
(ii)	in the case of a Borrower, the registration of its Ship under the Approved Flag.
---	---
(b)	No limit on its powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.
---	---
20.8	Validity and admissibility in evidence
---	---

All Authorisations required or desirable:

(a)	to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and
(b)	to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,
---	---

have been obtained or effected and are in full force and effect.

20.9	Governing law and enforcement
(a)	The choice of governing law of each Transaction Document to which it is a party will be recognised and enforced in its Relevant Jurisdictions.
---	---
(b)	Any judgment obtained in relation to a Transaction Document to which it is a party in the jurisdiction of the governing law of that Transaction Document will be recognised and enforced in its Relevant<br> Jurisdictions.
---	---

20.10	Insolvency

No:

(a)	corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 29.8 (Insolvency proceedings); or
(b)	creditors' process described in Clause 29.9 (Creditors' process),
---	---

has been taken or, to its knowledge, threatened in relation to a member of the Group; and none of the circumstances described in Clause 29.7 (Insolvency) applies to a member of the Group.

20.11	No filing or stamp taxes

Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents except any filing, recording or enrolling or any tax or fee payable which is referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation) and which will be made or paid promptly after the date of the relevant Finance Document.

20.12	Deduction of Tax

It is not required to make any Tax Deduction from any payment it may make under any Finance Document to which it is a party.

20.13	No default
(a)	No Event of Default and, on the date of this Agreement and on the Utilisation Date, no Default is continuing or might be expected to result from the making of the Utilisation or the entry into, the performance of,<br> or any transaction contemplated by, any Transaction Document.
---	---
(b)	No other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement or instrument which is binding on it s or to which its assets are<br> subject, which in each case would be expected to have a Material Adverse Effect.
---	---
(c)	No other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement or instrument which is binding on its Subsidiaries or to which any of<br> its Subsidiaries' assets are subject, which in each case would be expected to have a Material Adverse Effect.
---	---
20.14	No misleading information
---	---
(a)	Any factual information provided by any Transaction Obligor for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it<br> is stated.
---	---
(b)	The financial projections contained in any such information have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.
---	---

(c)	Nothing has occurred or been omitted from any such information and no information has been given or withheld that results in any such information being untrue or misleading in any material respect.
20.15	Financial Statements
---	---
(a)	The Original Financial Statements were prepared in accordance with GAAP consistently applied.
---	---
(b)	The Original Financial Statements give a true and fair view of the Obligors' financial condition as at the end of the relevant financial year and results of operations during the relevant financial year<br> (consolidated in the case of the Guarantor).
---	---
(c)	There has been no material adverse change in the assets, business or financial condition of each Obligor (and of the assets, business or consolidated financial condition of the Group, in the case of<br> the Guarantor) since the date of the Original Financial Statements.
---	---
(d)	Each Obligor's most recent financial statements delivered pursuant to Clause 21.2 (Financial statements):
---	---
(i)	have been prepared in accordance with Clause 21.3 (Requirements as to financial statements); and
---	---
(ii)	give a true and fair view (if audited) and fairly represent (if unaudited) of its financial condition as at the end of the relevant financial year and operations during the relevant financial year.
---	---
(e)	Since the date of the most recent financial statements delivered pursuant to Clause 21.2 (Financial statements) there has been no material adverse change in its business,<br> assets or financial condition (or the business or consolidated financial condition of the Group, in the case of the Guarantor).
---	---
20.16	Pari passu ranking
---	---

Its payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

20.17	No proceedings pending or threatened
(a)	No litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) of or before any<br> court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief (having made due and careful enquiry)) been started or threatened<br> against it or any other Transaction Obligor.
---	---
(b)	No judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which might be expected to have a Material Adverse Effect has (to the best<br> of its knowledge and belief (having made due and careful enquiry)) been made against it or any other Transaction Obligor.
---	---

20.18	Validity and completeness of the Transaction Documents
(a)	Each of the Transaction Documents to which each Transaction Obligor is a party constitutes legal, valid, binding and enforceable obligations of that Transaction Obligor.
---	---
(b)	The copies of the Transaction Documents delivered to the Lender before the date of this Agreement are true and complete copies.
---	---
(c)	No amendments or additions to the Transaction Documents have been agreed nor have any rights under the Transaction Documents been waived.
---	---
20.19	No rebates etc.
---	---

There is no agreement or understanding to allow or pay any rebate, premium, inducement, commission, discount or other benefit or payment (however described) to any Borrower, the Guarantor, the Seller or a third party in connection with the purchase by Borrower B of Ship B, other than as disclosed to the Lender in writing on or before the date of this Agreement.

20.20	Valuations
(a)	All information supplied by it or on its behalf to an Approved Valuer for the purposes of a valuation delivered to the Lender in accordance with this Agreement was true and accurate as at the date it was supplied<br> or (if appropriate) as at the date (if any) at which it is stated to be given.
---	---
(b)	It has not omitted to supply any information to an Approved Valuer which, if disclosed, would adversely affect any valuation prepared by such Approved Valuer.
---	---
(c)	There has been no change to the factual information provided pursuant to paragraph (a) above in relation to any valuation between the date such information was provided and the date of that valuation which, in<br> either case, renders that information untrue or misleading in any material respect.
---	---
20.21	No breach of laws
---	---

It has not (and no other Transaction Obligor nor a member of the Group has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

20.22	No Charter

No Ship is subject to any Charter other than a Permitted Charter.

20.23	Validity and completeness of the Existing Charter
(a)	The Existing Charter constitutes legal, valid, binding and enforceable obligations of Borrower A and the Existing Charterer respectively.
---	---
(b)	The copy of the Existing Charter delivered to the Lender before the date of this Agreement is a true and complete copy.
---	---
(c)	No amendments or additions to the Existing Charter have been agreed nor has Borrower A or the Existing Charterer waived any of their respective rights under the Existing Charter.
---	---

20.24	Compliance with Environmental Laws

All Environmental Laws relating to the ownership, operation and management of each Ship and the business of each Transaction Obligor and each member of the Group (as now conducted and as anticipated to be conducted in the future) and the terms of all Environmental Approvals have been complied with.

20.25	No Environmental Claim

No Environmental Claim has been made or threatened against any Transaction Obligor and any member of the Group or any Ship which might be expected to have a Material Adverse Effect.

20.26	No Environmental Incident

No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred.

20.27	ISM and ISPS Code compliance

All requirements of the ISM Code and the ISPS Code as they relate to each Borrower, each Approved Manager and each Ship have been complied with.

20.28	Taxes paid
(a)	It is not is materially overdue in the filing of any Tax returns and it is not (and no other member of the Group is) overdue in the payment of any amount in respect of Tax.
---	---
(b)	No claims or investigations are being, or are likely to be, made or conducted against it with respect to Taxes.
---	---
20.29	Financial Indebtedness
---	---

No Borrower has any Financial Indebtedness outstanding other than Permitted Financial Indebtedness.

20.30	Overseas companies

No Transaction Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Lender sufficient details to enable an accurate search against it to be undertaken by the Lender at the Companies Registry.

20.31	Good title to assets

Each Transaction Obligor has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

20.32	Ownership
(a)	Borrower A is the sole legal and beneficial owner of Ship A, its Earnings and its Insurances and of all rights and interests under any Charter to which Borrower A is a party.
---	---

(b)	With effect on and from the Delivery Date, Borrower B will be the sole legal and beneficial owner of Ship B, its Earnings and its Insurances and of all rights and interests under any Charter to which Borrower B is a party.
(c)	With effect on and from the date of its creation or intended creation, each Transaction Obligor will be the sole legal and beneficial owner of any asset that is the subject of any Transaction Security created or<br> intended to be created by such Transaction Obligor.
---	---
(d)	The constitutional documents of each Transaction Obligor do not and could not restrict or inhibit any transfer of the shares of the Borrowers on creation or enforcement of the security conferred by the Security<br> Documents.
---	---
20.33	Centre of main interests and establishments
---	---

For the purposes of The Council of the European Union Regulation No. 2015/848 on Insolvency Proceedings (recast) (the "Regulation"), each Transaction Obligor's centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated at the address for communication stated in, Schedule 1, Part ASchedule 1Part A (The Obligors) and it has no "establishment" (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.

20.34	Place of business

No Transaction Obligor has a place of business in any country other than the Hellenic Republic of Greece and its head office functions are carried out in each case at the address for communication stated in Schedule 1, Part A (The Obligors).

20.35	No employee or pension arrangements

No Obligor has any employees or any liabilities under any pension scheme.

20.36	Sanctions
(a)	None of the Transaction Obligors, any of their Subsidiaries, any director or officer or any employee, or Affiliate of a Transaction Obligor or any of its Subsidiaries, nor any member of the Group or, to the best of each Transaction<br> Obligor’s knowledge, a Third Party Manager or other agent:
---	---
(i)	is a Prohibited Person or is otherwise owned or controlled by or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;
---	---
(ii)	owns or controls a Prohibited Person; or
---	---
(iii)	has received notice of or is aware of any claim, action, suit, proceedings or investigation against it with respect to Sanctions.
---	---
(b)	Each Transaction Obligor, its Subsidiaries and their respective directors, officers and employees and, to the best of the knowledge of each such Transaction Obligor its agents, are in compliance with Sanctions in all material respects<br> and are not knowingly engaged in any activity that would reasonably be expected to result in such Transaction Obligor being designated as a Prohibited Person.
---	---
(c)	None of the Ships is a Sanctioned Ship.
---	---

20.37	US Tax Obligor

No Obligor is a US Tax Obligor.

20.38	Funding of acquisition of Ships
(a)	The acquisition cost Ship A was paid by Borrower A to the seller of Ship A exclusively by means of intercompany loans, documented or undocumented or transfer of funds from the Guarantor (which, for the avoidance<br> of doubt, will be subordinated in accordance with Clause 23.25 (Funding of acquisition of Ship)) and from the proceeds of the loan under the Existing Facility Agreement. Any funding structure for<br> the acquisition cost of Ship A is fully evident in the financial statements of Borrower A for the financial year ending on 31 December 2021 provided pursuant to Clause 21.2 (Financial statements).
---	---
(b)	The Purchase Price of Ship B is to be paid by Borrower B to the Seller exclusively by means of intercompany loans, documented or undocumented or transfer of funds from the Guarantor (which, for the avoidance of<br> doubt, will be subordinated in accordance with Clause 23.25 (Funding of acquisition of Ship)) and from the proceeds of Tranche B. Any funding structure for the acquisition cost of Ship B will be<br> fully evident in the financial statements of Borrower B for the financial year ending on 31 December 2022 to be provided pursuant to Clause 21.2 (Financial<br> statements).
---	---
20.39	Repetition
---	---

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of the Utilisation Request and the first day of each Interest Period.

21	INFORMATION UNDERTAKINGS
21.1	General
---	---

The undertakings in this Clause 21 (Information Undertakings) remain in force throughout the Security Period unless the Lender otherwise permits.

21.2	Financial statements

As soon as they become available, but in any event within 180 days after the end of each of its financial years to which they relate:

(a)	each Borrower shall supply to the Lender its annual unaudited financial statements for that financial year; and
(b)	the Guarantor shall supply to the Lender its annual audited and semi-annual unaudited consolidated financial statements for that financial year.
---	---
21.3	Requirements as to financial statements
---	---
(a)	Each set of financial statements delivered by each Obligor pursuant to Clause 21.2 (Financial Statements) shall be certified by an officer of the relevant company as giving<br> a true and fair view (if audited) or fairly representing (if unaudited) of its financial condition and operations as at the date as at which those financial statements were drawn up.
---	---

(b)	Each set of financial statements of each Obligor delivered pursuant to Clause 21.2 (Financial Statements) shall be prepared using GAAP, accounting practices and financial<br> reference periods consistent with those applied in the preparation of the relevant Original Financial Statements unless, in relation to any set of financial statements, it notifies the Lender that there has been a change in GAAP, the<br> accounting practices or reference periods and the Guarantor's auditors deliver to the Lender:
(i)	a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which the relevant Original Financial Statements were prepared; and
---	---
(ii)	sufficient information, in form and substance as may be reasonably required by the Lender, to enable the Lender to make an accurate comparison between the financial position indicated in those financial statements<br> and the relevant Original Financial Statements.
---	---
(c)	Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were<br> prepared.
---	---
21.4	Information: miscellaneous
---	---

Each Obligor shall and shall procure that each other Transaction Obligor shall supply to the Lender:

(a)	all documents dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;
(b)	promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of<br> the ISM Code or of the ISPS Code or in connection with any breach of any Sanctions) which are current, threatened or pending against any Transaction Obligor or any member of the Group, and which might, if adversely determined, have a<br> Material Adverse Effect;
---	---
(c)	promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral body or agency or other tribunal or any order or sanction of any governmental or other regulatory body which is made<br> against any Transaction Obligor or any member of the Group and which might have a Material Adverse Effect;
---	---
(d)	promptly, its constitutional documents where these have been amended or varied;
---	---
(e)	promptly, such further information and/or documents regarding:
---	---
(i)	each Ship, goods transported on each Ship, its Earnings and its Insurances;
---	---
(ii)	the Security Assets;
---	---
(iii)	compliance of the Transaction Obligors with the terms of the Finance Documents;
---	---
(iv)	the financial condition, business, affairs, commitments and operations of any Transaction Obligor and any member of the Group irrespective of their shareholding structure,
---	---

as the Lender may reasonably request; and

(f)	promptly, such further information and/or documents as the Lender may reasonably request so as to enable the Lender to comply with any laws applicable to it or as may be required by any regulatory authority.
21.5	Notification of Default
---	---
(a)	Each Obligor shall, and shall procure that each other Transaction Obligor shall, notify the Lender of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence<br> (unless that Obligor is aware that a notification has already been provided by another Obligor).
---	---
(b)	Promptly upon a request by the Lender, each Borrower shall supply to the Lender a certificate signed by two of its officers on its behalf certifying that no Default is continuing (or if a Default is continuing,<br> specifying the Default and the steps, if any, being taken to remedy it).
---	---
21.6	DAC6
---	---
(a)	In this Clause 21.6 (DAC6), "DAC6" means the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU or any<br> replacement legislation applicable in the United Kingdom.
---	---
(b)	The Obligors shall supply to the Lender:
---	---
(i)	promptly upon the making of such analysis or the obtaining of such advice, any analysis made or advice obtained on whether any transaction contemplated by the Transaction Documents or any transaction carried out<br> (or to be carried out) in connection with any transaction contemplated by the Transaction Documents contains a hallmark as set out in Annex IV of DAC6; and
---	---
(ii)	promptly upon the making of such reporting and to the extent permitted by applicable law and regulation, any reporting made to any governmental or taxation authority by or on behalf of any member of the Group or<br> by any adviser to such member of the Group in relation to DAC6 or any law or regulation which implements DAC6 and any unique identification number issued by any governmental or taxation authority to which any such report has been made (if<br> available).
---	---
21.7	"Know your customer" checks
---	---

If:

(a)	the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;
(b)	any change in the status of a Transaction Obligor (or the Holding Company of a Transaction Obligor) (including, without limitation, a change of ownership of a Transaction Obligor or the Holding Company of a<br> Transaction Obligor) after the date of this Agreement; or
---	---
(c)	a proposed assignment by the Lender of any of its rights under this Agreement,
---	---

obliges the Lender (or, in the case of paragraph (c) above, any prospective assignee) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Lender supply, or procure the supply of, such documentation and other evidence as is requested by the Lender at its absolute satisfaction (for itself or, in the case of the event described in paragraph (c) above, on behalf of any prospective assignee) in order for the Lender or, in the case of the event described in paragraph (c) above, any prospective assignee to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

22	FINANCIAL COVENANTS
22.1	Financial Covenants of the Guarantor
---	---
(a)	Except as the Lenders may otherwise permit in writing (such permission not to be unreasonably delayed), the Guarantor shall ensure that at all times:
---	---
(i)	it shall maintain Cash (which, without limitation, shall include the Pledged Deposit and any contractually committed but undrawn parts of the Notes) in an amount not less than the product of (i) the number of<br> Fleet Vessels and (ii) $500,000; and
---	---
(ii)	the Leverage Ratio shall not exceed 85 per cent.
---	---
(b)	For the purposes of this Clause 22.1 (Financial covenants of the Guarantor):
---	---

"Accounting Period" means each consecutive 6-month period, during the Security Period ending on 31 December and 30 June of each financial year.

"Cash" shall have the meaning given to such term in the Latest Financial Statements (for the avoidance of doubt, including cash equivalents, restricted cash and term deposits).

"Fleet Market Value" means, in relation to the Fleet Vessels, as at the date of calculation, the aggregate Market Value thereof as most recently determined.

"Latest Financial Statements" means, as at the date of calculation or, as the case may be, in respect of an Accounting Period, the annual audited or (as the case may be) semi-annual unaudited (in respect of the Accounting Period of each financial year) consolidated financial statements the Guarantor is obliged to deliver to the Lender pursuant to Clause 21.2 (Financial statements).

"Leverage Ratio" means, as at the date of calculation, the ratio (expressed as a percentage) of Net Debt to Market Value Adjusted Total Assets less Cash.

"Market Value Adjusted Other Assets" means, as at the date of calculation, the Fleet Market Value plus the book value (less depreciation and amortization computed in accordance with the Latest Financial Statements on a consolidated basis of all non-current assets of the Group (which, without limitation, shall exclude all Fleet Vessels)), as stated in the Latest Financial Statements.

"Market Value Adjusted Total Assets" means, as at the date of calculation, the aggregate of the Market Value Adjusted Other Assets and the Total Current Assets.

"Net Debt" means, as at the date of calculation, the Total Debt less any drawn amounts of the Notes less Cash, in each case as stated in the Latest Financial Statements.

"Notes" means, as at the date of calculation, the aggregate outstanding amount of certain notes issued or to be issued by the Guarantor to certain of its shareholders and held or to be held by those shareholders in exchange for loan made by those shareholders to the Guarantor which have been or are to be, on-lent to the Borrower and other members of the Group to assist them with their working capital requirements.

"Total Current Assets" means, the aggregate of the cash and marketable securities, trade and other receivables from persons (other than persons being members of the Group) plus inventories, prepaid expenses, voyage expenses and other current assets realisable within 1 year such amount to be determined on a consolidated basis less any discounts, allowances and activated goodwill, in each case as shown in the Latest Financial Statements.

"Total Debt" means, as at the date of calculation, the current portion of long-term debt, net of deferred finance costs and the long-term debt, net of current portion and deferred finance costs of the Group as shown in the Latest Financial Statements and any current Notes.

22.2	Testing

The financial covenants set out in this Clause 22 (Financial Covenants) shall be tested semi-annually by reference to the relevant Compliance Certificate and (in respect of the second semester of each calendar year) to the annual financial statements of the Guarantor delivered pursuant to Clause 21.2 (Financial statements).

22.3	Compliance Certificate

The Guarantor shall supply to the Lender semi-annually together with its annual audited and semi-annual unaudited financial statements delivered pursuant to Clause 21.2 (Financial statements) a Compliance Certificate signed by an officer of the Guarantor setting out (in reasonable detail) computations as to compliance with Clause 22.1 (Financial Covenants of the Guarantor) as at the date as at which those financial statements were drawn up.

22.4	Most favoured nation

The Guarantor undertakes to procure that the Lender shall receive equal treatment with creditors under any other financing which the Guarantor or any of its Subsidiaries have entered or will enter into in relation to any financial or other covenant which the Guarantor provides. Accordingly, should the Guarantor provide to any other creditor additional or more favourable financial or other covenants than those which the Lender has been provided under this or any other Finance Document, the Guarantor shall promptly notify the Lender in writing and give to the Lender a reasonably detailed description of those financial or other covenants and shall, within 15 Business Days from notifying the Lender, enter into such documentation supplemental to the Finance Documents as the Lender may require in order to achieve parity with the lender or (as applicable) lenders under such other financing.

23	GENERAL UNDERTAKINGS
23.1	General
---	---

The undertakings in this Clause 22 (General Undertakings) remain in force throughout the Security Period except as the Lender may otherwise permit.

23.2	Authorisations

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly:

(a)	obtain, comply with and do all that is necessary to maintain in full force and effect; and

(b)	supply certified copies to the Lender of,

any Authorisation required under any law or regulation of a Relevant Jurisdiction or the state of the Approved Flag at any time of each Ship to enable it to:

(i)	perform its obligations under the Transaction Documents to which it is a party;
(ii)	ensure the legality, validity, enforceability or admissibility in evidence in any Relevant Jurisdiction or in the state of the Approved Flag at any time of each Ship of any Transaction Document to which it is a<br> party; and
---	---
(iii)	in the case of a Borrower, own and operate its Ship.
---	---
(c)	without prejudice to the generality of the above, ensure that if, but for the obtaining of an Authorisation, that Transaction Obligor would be in breach of any of the provisions of this Agreement which relate to Sanctions or, by reason<br> of Sanctions, would be prohibited from performing any provision of this Agreement, such an Authorisation is obtained so as to avoid such breach or to enable such performance.
---	---
23.3	Compliance with laws
---	---

Each Obligor shall, and shall procure that each other Transaction Obligor and each Third Party Manager will, comply in all respects with all laws and regulations to which it may be subject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect.

23.4	Environmental compliance

Each Obligor shall, and shall procure that each other Transaction Obligor and each Third Party Manager will, and the Guarantor shall procure that each other member of the Group will:

(a)	comply with all Environmental Laws;
(b)	obtain, maintain and ensure compliance with all requisite Environmental Approvals;
---	---
(c)	implement procedures to monitor compliance with and to prevent liability under any Environmental Law,
---	---

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

23.5	Environmental Claims

Each Obligor shall, and shall procure that each other Transaction Obligor and any member of the Group will (through the Guarantor), promptly upon becoming aware of the same, inform the Lender in writing of:

(a)	any Environmental Claim against any Transaction Obligor and any member of the Group which is current, pending or threatened; and
(b)	any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any Transaction Obligor and any member of the Group,
---	---

where the claim, if determined against that Transaction Obligor or that member of the Group, has or is reasonably likely to have a Material Adverse Effect.

23.6	Taxation
(a)	Each Obligor shall, and shall procure that each other Transaction Obligor will, pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only<br> to the extent that:
---	---
(i)	such payment is being contested in good faith;
---	---
(ii)	adequate reserves are maintained for those Taxes and the costs required to contest them and both have been disclosed in its latest financial statements delivered to the Lender under Clause 21.2 (Financial statements); and
---	---
(iii)	such payment can be lawfully withheld.
---	---
(b)	No Obligor shall (and the Obligors shall procure that no other Transaction Obligor will), change its residence for Tax purposes.
---	---
23.7	Overseas companies
---	---

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly inform the Lender if it delivers to the Registrar particulars required under the Overseas Regulations of any UK Establishment and it shall comply with any directions given to it by the Lender regarding the recording of any Transaction Security on the register which it is required to maintain under The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009.

23.8	No change to centre of main interests

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, change the location of its centre of main interest (as that term is used in Article 3(1) of the Regulation) from that stated in relation to it in Clause 20.33 (Centre of main interests and establishments) and it will create no "establishment" (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.

23.9	Pari passu ranking

Each Obligor shall, and shall procure that each other Transaction Obligor will, ensure that at all times any unsecured and unsubordinated claims of the Lender against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors except those creditors whose claims are mandatorily preferred by laws of general application to companies.

23.10	Title
(a)	Borrower A shall hold the legal title to, and owns the entire beneficial interest in Ship A, its Earnings and its Insurances.
---	---
(b)	From the Delivery Date, Borrower B shall hold the legal title to, and own the entire beneficial interest in Ship B, its Earnings and its Insurances.
---	---
(c)	With effect on and from its creation or intended creation, each Transaction Obligor shall hold the legal title to, and own the entire beneficial interest in any other assets the subject of any Transaction Security<br> created or intended to be created by that Transaction Obligor.
---	---

23.11	Negative pledge
(a)	No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, create or permit to subsist any Security over any of its assets which are, in the case of the Transaction Obligors other<br> than the Borrower, the subject of the Security created or intended to be created by the Finance Documents.
---	---
(b)	No Borrower shall:
---	---
(i)	sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by a Transaction Obligor or any other member of the Group;
---	---
(ii)	sell, transfer or otherwise dispose of any of its receivables on recourse terms;
---	---
(iii)	enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
---	---
(iv)	enter into any other preferential arrangement having a similar effect,
---	---

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c)	Paragraphs (a) and (b) above do not apply to any Permitted Security.
23.12	Disposals
---	---
(a)	No Borrower shall enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset (including<br> without limitation any Ship, its Earnings or its Insurances).
---	---
(b)	The Guarantor shall not enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of all or<br> substantially all (in the reasonable opinion of the Lenders) of its assets.
---	---
(c)	Paragraph (a) above does not apply to any Charter as all Charters are subject to Clause 26.16 (Restrictions on chartering, appointment of managers etc.).
---	---
23.13	Merger
---	---

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction unless, in the case of the Guarantor, the Guarantor is the surviving entity and no breach of Clauses 7.5 (Change of control), 23.14 (Change of business) and 23.27 (NASDAQ listing) occurs or will occur as a result of such action and the process of any such amalgamation, demerger, merger, consolidation or corporate reconstruction will not have a Material Adverse Effect.

23.14	Change of business
(a)	No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, make any substantial change to the general nature of its business from that carried on at the date of this Agreement.
---	---

(b)	No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, engage in any business other than the ownership, operation, chartering and management of a Ship or a Fleet Vessel.
23.15	Financial Indebtedness
---	---

No Borrower shall incur or permit to be outstanding any Financial Indebtedness except Permitted Financial Indebtedness.

23.16	Expenditure

No Borrower shall incur any expenditure, except for expenditure reasonably incurred in the ordinary course of owning, operating, insuring, maintaining and repairing its Ship.

23.17	Share capital

No Borrower shall:

(a)	purchase, cancel, redeem or retire any of its issued shares;
(b)	increase or reduce the number of shares that it is authorised to issue or change the par value of such shares or create any new class of shares;
---	---
(c)	issue any further shares except to the Guarantor and provided such new shares are made subject to the terms of the Shares Security applicable to that Borrower immediately upon the issue of such new shares in a<br> manner satisfactory to the Lender and the terms of that Shares Security are complied with; or
---	---
(d)	appoint any further director or officer of the Borrower (unless the provisions of the Shares Security applicable to that Borrower are complied with).
---	---
23.18	Dividends
---	---

No Borrower shall:

(a)	declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (in cash or in kind) on or in respect of its shares; or
(b)	repay or distribute any dividend or share premium reserve;
---	---
(c)	pay any management, advisory or other fee to or to the order of any of its shareholders;
---	---
(d)	redeem repurchase, defease, retire or repay any of its shares or resolve to do so;
---	---
(e)	repay part of any Subordinated Liabilities,
---	---

at any time during the Security Period if a Default has occurred and is continuing or where the making or payment of such dividend or distribution, or as the case may be, any such other action or occurrence set out in paragraphs (a) through (e) above would result in the occurrence of an Event of Default.

23.19	Other transactions

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will:

(a)	be the creditor in respect of any loan or any form of credit to any person other than another Transaction Obligor or to a member of the Group which is a shipowning company and where such loan or form of credit is<br> Permitted Financial Indebtedness;
(b)	give or allow to be outstanding any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any other person or enter into any document under which that Transaction Obligor<br> assumes any liability of any other person, other than (i) any guarantee or indemnity given under the Finance Documents, (ii) any guarantee or indemnity given by the Guarantor in respect of the Financial Indebtedness of a member of the Group<br> which is a shipowning company, or (iii) any guarantee or indemnity given by any Approved Manager in the ordinary course of its business;
---	---
(c)	enter into any material agreement other than:
---	---
(i)	the Transaction Documents; or
---	---
(ii)	any other agreement expressly allowed under any other term of this Agreement,
---	---

other than, in respect of any Approved Manager, any agreements entered into in the ordinary course of its business;

(d)	enter into any transaction on terms which are, in any respect, less favourable to that Transaction Obligor than those which it could obtain in a bargain made at arms' length; or
(e)	acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks.
---	---
23.20	Unlawfulness, invalidity and ranking; Security imperilled
---	---

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, do (or fail to do) or cause or permit another person to do (or omit to do) anything which is likely to:

(a)	make it unlawful or contrary to Sanctions for a Transaction Obligor to perform any of its obligations under the Transaction Documents;
(b)	cause any obligation of a Transaction Obligor under the Transaction Documents to cease to be legal, valid, binding or enforceable;
---	---
(c)	cause any Transaction Document to cease to be in full force and effect;
---	---
(d)	cause any Transaction Security to rank after, or lose its priority to, any other Security; and
---	---
(e)	imperil or jeopardise the Transaction Security.
---	---
23.21	Sanctions undertakings
---	---
(a)	No proceeds of the Loan or any part of the Loan shall be made available, directly or indirectly, to or for the benefit of a Prohibited Person nor shall they be otherwise, directly or indirectly, applied in a<br> manner or for a purpose prohibited by Sanctions, or to fund any activity in a Sanctioned Country or in any manner which would cause the Lender to be in breach of or made subject to Sanctions, or at risk of being in breach of or made subject<br> to Sanctions.
---	---

(b)	No Transaction Obligor shall fund all or any part of any payment or repayment under the Loan out of proceeds directly or indirectly derived from any activity in a Sanctioned Country or any transaction with a<br> Prohibited Person, or out of proceeds directly or indirectly derived from any other transactions which are prohibited by Sanctions or in any other manner which could cause the Lender to be in breach of or made subject to Sanctions, or at<br> risk of being in breach of or made subject to Sanctions and no such proceeds shall be paid into any Account.
(c)	Each of the Transaction Obligors, by using its best endeavours, has implemented and shall maintain in effect a Sanctions compliance policy which, in accordance with the recommendations of the Sanctions Advisory,<br> is designed to ensure compliance by each such Transaction Obligor, its Subsidiaries with Sanctions. Without limitation on the foregoing, such Sanctions compliance policy shall reasonably procure that each Transaction Obligor, its<br> Subsidiaries shall, where applicable:
---	---
(i)	conduct their activities in a manner consistent with Sanctions;
---	---
(ii)	have sufficient resources in place to ensure execution of and compliance with their own Sanctions policies by their personnel, e.g., direct hires, contractors, and staff;
---	---
(iii)	ensure Subsidiaries comply with the relevant policies, as applicable;
---	---
(iv)	have relevant and as per standard practice controls in place to monitor automatic identification system (AIS) transponders;
---	---
(v)	have controls in place to screen and assess onboarding or offloading cargo in areas they determine to present a high risk;
---	---
(vi)	have controls to assess authenticity of bills of lading, as necessary; and
---	---
(vii)	have controls in place consistent with the Sanctions Advisory.
---	---
23.22	Further assurance
---	---
(a)	Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly, and in any event within the time period specified by the Lender do all such acts (including procuring or arranging any<br> registration, notarisation or authentication or the giving of any notice) or execute or procure execution of all such documents (including assignments, transfers, mortgages, charges, notices, instructions, acknowledgments, proxies and<br> powers of attorney), as the Lender may specify (and in such form as the Lender may require in favour of the Lender or its nominee(s)):
---	---
(i)	to create, perfect, vest in favour of the Lender or protect the priority of the Security or any right of any kind created or intended to be created under or evidenced by the Finance Documents (which may include<br> the execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of the Lender<br> or any Receiver or Delegate provided by or pursuant to the Finance Documents or by law;
---	---

(ii)	to confer on the Lender Security over any property and assets of that Transaction Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Finance<br> Documents;
(iii)	to facilitate or expedite the realisation and/or sale of, the transfer of title to or the grant of, any interest in or right relating to the assets which are, or are intended to be, the subject of the Transaction<br> Security or to exercise any power specified in any Finance Document in respect of which the Security has become enforceable; and/or
---	---
(iv)	to enable or assist the Lender to enter into any transaction to commence, defend or conduct any proceedings and/or to take any other action relating to any item of the Security Property.
---	---
(b)	Each Obligor shall, and shall procure that each other Transaction Obligor will, take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of<br> the creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Lender by or pursuant to the Finance Documents.
---	---
(c)	At the same time as an Obligor delivers to the Lender any document executed by itself or another Transaction Obligor pursuant to this Clause 23.22 (Further assurance), that<br> Obligor shall deliver, or shall procure that such other Transaction Obligor will deliver, evidence acceptable to the Lender that the Obligor's or Transaction Obligor's execution of such document has been duly authorised by it.
---	---
23.23	Pledged deposit
---	---

The Obligors shall ensure that, on and from the Utilisation Date and throughout the remainder of the Security Period, the amount of $2,000,000 shall be maintained in the credit of the Pledged Deposit Account.

23.24	Ownership and control

The Guarantor shall:

(a)	remain the direct owner of the shares of each Borrower and of the voting rights attaching to such shares; and
(b)	be the direct owner of shipping companies and of entities engaged in shipping related activities, all acceptable to the Lender.
---	---
23.25	Funding of acquisition of Ship
---	---

In the event that the acquisition cost of a Ship was funded by means of lending (or by any other means and whether documented or undocumented) to a Borrower from any person or entity acceptable to the Lender, that Borrower shall ensure that the rights of such person or entity which funded the acquisition cost of that Ship shall be fully subordinated to all Financial Indebtedness incurred under the Finance Documents pursuant to a Subordination Deed and the Subordinated Liabilities under that Subordinated Agreement are assigned in favour of the Lender pursuant to a Subordinated Debt Security.

23.26	Use of proceeds

Each Borrower shall ensure that no part of the proceeds of the Loan shall be used for the purposes of acquiring shares in the Lender or other banks and/or financial institutions or acquiring hybrid capital debentures of the Lender or other banks and/or financial institutions.

23.27	NASDAQ listing

The Guarantor shall maintain its listing on the NASDAQ Stock Exchange or any other stock exchange acceptable to the Lender.

23.28	No variation, release etc. of Existing Charter

Borrower A shall not, whether by a document, by conduct, by acquiescence or in any other way:

(a)	vary the Existing Charter in a material manner (and for the avoidance of doubt, but without limitation, any amendment in relation to the term, the hire rate, the termination events, the parties and the governing<br> law of the Existing Charter is considered material);
(b)	release, waive, suspend, subordinate or permit to be lost or impaired any interest or right of any kind which Borrower A has at any time to, in or in connection with, the Existing Charter or in relation to any<br> matter arising out of or in connection with the Existing Charter; or
---	---
(c)	waive any person's breach of the Existing Charter.
---	---
23.29	No change of CEO
---	---

The chief executive officer (the "CEO") of the Guarantor as at the date of this Agreement will remain the CEO of the Guarantor throughout the Security Period.

24	INSURANCE UNDERTAKINGS
24.1	General
---	---

The undertakings in this Clause 24 (Insurance Undertakings) remain in force on and from the Utilisation Date (and, in relation to Ship B, the Delivery Date) and throughout the rest of the Security Period except as the Lender may otherwise permit.

24.2	Maintenance of obligatory insurances

Each Borrower shall keep the Ship owned by it insured at its expense against:

(a)	fire and usual marine risks (including hull and machinery and excess risks);
(b)	war risks;
---	---
(c)	protection and indemnity risks; and
---	---
(d)	any other risks against which the Lender considers, having regard to ship insurance or ship finance practices and other circumstances prevailing at the relevant time, it would be reasonable for that Borrower to<br> insure and which are specified by the Lender by notice to that Borrower.
---	---

24.3	Terms of obligatory insurances

The Borrowers shall effect such insurances:

(a)	in dollars;
(b)	in the case of fire and usual marine risks (including hull and machinery and excess risks) and war risks, in an amount on an aggregate agreed value basis at least the greater of:
---	---
(i)	125 per cent. of the aggregate of (A) the Loan and (B) the Hedging Close-Out Liabilities applicable to the Borrowers; and
---	---
(ii)	the aggregate Market Value of the Ships;
---	---
(c)	in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine<br> insurance market but such amount shall not be less than $1,000,000,000;
---	---
(d)	in the case of protection and indemnity risks, in respect of the full tonnage of its Ship;
---	---
(e)	on approved terms; and
---	---
(f)	through Approved Brokers and with approved insurance companies and/or underwriters or, in the case of war risks and protection and indemnity risks, in approved war risks and protection and indemnity risks<br> associations (which are members of the International Group of Protection and Indemnity Associations).
---	---
24.4	Further protections for the Lender
---	---

In addition to the terms set out in Clause 24.3 (Terms of obligatory insurances), each Borrower shall procure that the obligatory insurances effected by it shall:

(a)	subject always to paragraph (b), name that Borrower as the sole named insured unless the interest of every other named insured is limited:
(i)	in respect of any obligatory insurances for hull and machinery and war risks;
---	---
(A)	to any provable out-of-pocket expenses that it has incurred and which form part of any recoverable claim on underwriters; and
---	---
(B)	to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against it); and
---	---
(ii)	in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it is entitled to make by way of reimbursement following discharge of any third party liability claims made<br> specifically against it;
---	---

and every other named insured has undertaken in writing to the Lender (in such form as it requires) that any deductible shall be apportioned between that Borrower and every other named insured in proportion to the gross claims made or paid by each of them and that it shall do all things necessary and provide all documents, evidence and information to enable the Lender to collect or recover any moneys which at any time become payable in respect of the obligatory insurances;

(b)	whenever the Lender requires, name (or be amended to name) the Lender as additional named insured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation<br> against the Lender, but without the Lender being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;
(c)	name the Lender as loss payee with such directions for payment as the Lender may specify;
---	---
(d)	provide that all payments by or on behalf of the insurers under the obligatory insurances to the Lender shall be made without set off, counterclaim or deductions or condition whatsoever;
---	---
(e)	provide that the obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Lender; and
---	---
(f)	provide that the Lender may make proof of loss if that Borrower fails to do so.
---	---
24.5	Renewal of obligatory insurances
---	---

Each Borrower shall:

(a)	at least 21 days before the expiry of any obligatory insurance effected by it:
(i)	notify the Lender of the Approved Brokers (or other insurers) and any protection and indemnity or war risks association through or with which it proposes to renew that obligatory insurance and of the proposed<br> terms of renewal; and
---	---
(ii)	obtain the Lender's approval to the matters referred to in sub-paragraph (i) above;
---	---
(b)	at least 14 days before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Lender's approval pursuant to paragraph (a) above; and
---	---
(c)	procure that the Approved Brokers and/or the approved war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal notify the Lender in writing of the<br> terms and conditions of the renewal.
---	---
24.6	Copies of policies; letters of undertaking
---	---

Each Borrower shall ensure that the Approved Brokers provide the Lender with:

(a)	pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew; and
(b)	a letter or letters of undertaking in a form required by the Lender and including undertakings by the Approved Brokers that:
---	---
(i)	they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 24.4 (Further protections<br> for the Lender);
---	---
(ii)	they will hold such policies, and the benefit of such insurances, to the order of the Lender in accordance with such loss payable clause;
---	---

(iii)	they will advise the Lender immediately of any material change to the terms of the obligatory insurances;
(iv)	they will, if they have not received notice of renewal instructions from the relevant Borrower or its agents, notify the Lender not less than 14 days before the expiry of the obligatory insurances;
---	---
(v)	if they receive instructions to renew the obligatory insurances, they will promptly notify the Lender of the terms of the instructions;
---	---
(vi)	they will not set off against any sum recoverable in respect of a claim relating to the Ship owned by that Borrower under such obligatory insurances any premiums or other amounts due to them or any other person<br> whether in respect of that Ship or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums or other amounts and they will not cancel such obligatory insurances by<br> reason of non-payment of such premiums or other amounts; and
---	---
(vii)	they will arrange for a separate policy to be issued in respect of the Ship owned by that Borrower forthwith upon being so requested by the Lender.
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24.7	Copies of certificates of entry
---	---

Each Borrower shall ensure that any protection and indemnity and/or war risks associations in which the Ship owned by it is entered provide the Lender with:

(a)	a copy of the certificate of entry for that Ship;
(b)	a letter or letters of undertaking in such form as may be required by the Lender; and
---	---
(c)	a copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to that Ship.
---	---
24.8	Deposit of original policies
---	---

Each Borrower shall ensure that all policies relating to obligatory insurances effected by it are deposited with the Approved Brokers through which the insurances are effected or renewed.

24.9	Payment of premiums

Each Borrower shall punctually pay all premiums or other sums payable in respect of the obligatory insurances effected by it and produce all relevant receipts when so required by the Lender.

24.10	Guarantee

Each Borrower shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.

24.11	Compliance with terms of insurances
(a)	No Borrower shall do or omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable<br> under an obligatory insurance repayable in whole or in part.
---	---
(b)	Without limiting paragraph (a) above, each Borrower shall:
---	---
(i)	take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting the obligation contained in sub-paragraph (iii) of paragraph<br> (b) of Clause 24.6 (Copies of policies; letters of undertaking)) ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Lender has not given its<br> prior approval;
---	---
(ii)	not make any changes relating to the classification or classification society or manager or operator of the Ship owned by it approved by the underwriters of the obligatory insurances;
---	---
(iii)	make (and promptly supply copies to the Lender of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Ship owned by it is entered to<br> maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and
---	---
(iv)	not employ the Ship owned by it, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and<br> complying with any requirements (as to extra premium or otherwise) which the insurers specify.
---	---
24.12	Alteration to terms of insurances
---	---

No Borrower shall make or agree to any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance.

24.13	Settlement of claims

Each Borrower shall:

(a)	not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty; and
(b)	do all things necessary and provide all documents, evidence and information to enable the Lender to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.
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24.14	Provision of copies of communications
---	---

Each Borrower shall provide the Lender, at the time of each such communication (other than communications of an entirely routine nature), with copies of all written communications between that Borrower and:

(a)	the Approved Brokers;

(b)	the approved protection and indemnity and/or war risks associations; and
(c)	the approved insurance companies and/or underwriters,
---	---

which relate directly or indirectly to:

(i)	that Borrower's obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and
(ii)	any credit arrangements made between that Borrower and any of the persons referred to in paragraphs (a) or (b) above relating wholly or partly to the effecting or maintenance of the obligatory insurances.
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24.15	Provision of information
---	---

Each Borrower shall promptly provide the Lender (or any persons which it may designate) with any information which the Lender (or any such designated person) requests for the purpose of:

(a)	obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or
(b)	effecting, maintaining or renewing any such insurances as are referred to in Clause 24.16 (Mortgagee's interest and, additional perils insurances) or dealing with or<br> considering any matters relating to any such insurances,
---	---

and the Borrowers shall, forthwith upon demand, indemnify the Lender in respect of all fees and other expenses incurred by or for the account of the Lender in connection with any such report as is referred to in paragraph (a) above.

24.16	Mortgagee's interest and, additional perils insurances
(a)	The Lender shall be entitled from time to time to effect, maintain and renew a mortgagee's interest marine insurance, and a mortgagee's interest additional perils insurance each in an amount of not less than<br> 110 per cent. of the aggregate of (i) Loan and (ii) the Hedging Close-Out Liabilities and otherwise on such terms, through such insurers and generally in such manner as the Lender may from time to<br> time consider appropriate.
---	---
(b)	The Borrowers shall upon demand fully indemnify the Lender in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any insurance<br> referred to in paragraph (a) above or dealing with, or considering, any matter arising out of any such insurance.
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25	MOA UNDERTAKINGS
---	---
25.1	General
---	---

The undertakings in this Clause 25 (MOA Undertakings) remain in force on and from the Utilisation Date and throughout the rest of the Security Period except as the Lender may otherwise permit (such permission not to be unreasonably withheld).

25.2	No variation, release etc. of MOA

Borrower B shall not, whether by a document, by conduct, by acquiescence or in any other way:

(a)	vary the MOA (except for the entering with the Seller into an addendum no. 2 to the MOA in relation to the necessary delivery documentation); or
(b)	release, waive, suspend, subordinate or permit to be lost or impaired any interest or right of any kind which Borrower B has at any time to, in or in connection with, the MOA or in relation to any matter arising<br> out of or in connection with the MOA.
---	---
25.3	Provision of information relating to MOA
---	---

Without prejudice to Clause 21.4 (Information: miscellaneous) Borrower B shall:

(a)	immediately inform the Lender if any breach of the MOA occurs or a serious risk of such a breach arises and of any other event or matter affecting the MOA which has or is reasonably likely to have a Material<br> Adverse Effect; and
(b)	upon the reasonable request of the Lender, keep the Lender informed as to any notice of readiness of delivery of Ship B.
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25.4	No assignment etc. of MOA
---	---

Borrower B shall not assign, novate, transfer or dispose of any of its rights or obligations under the MOA.

26	GENERAL SHIP UNDERTAKINGS
26.1	General
---	---

The undertakings in this Clause 26 (General Ship Undertakings) remain in force on and from the Utilisation Date (and, in relation to Ship B the Delivery Date) and throughout the rest of the Security Period except as the Lender may otherwise permit (such permission not to be unreasonably withheld in the case of paragraphs (c) and (d) of Clause 26.16 (Restrictions

      on chartering, appointment of managers etc.\)\).

26.2	Ship's name and registration

Each Borrower shall, in respect of the Ship owned by it:

(a)	keep that Ship registered in its name under the Approved Flag from time to time at its port of registration;
(b)	not do or allow to be done anything as a result of which such registration might be suspended, cancelled or imperilled;
---	---
(c)	not enter into any dual flagging arrangement in respect of that Ship; and
---	---
(d)	not change the name of that Ship,
---	---

provided that any change of flag of a Ship shall be subject to:

(i)	that Ship remaining subject to Security securing the Secured Liabilities created by a first priority or preferred ship mortgage on that Ship and, if appropriate, a first priority deed of covenant collateral to<br> that mortgage (or equivalent first priority Security) on substantially the same terms as the Mortgage on that Ship and on such other terms and in such other form as the Lender shall approve or require; and
(ii)	the execution of such other documentation amending and supplementing the Finance Documents as the Lender shall approve or require.
---	---
26.3	Repair and classification
---	---

Each Borrower shall keep the Ship owned by it in a good and safe condition and state of repair:

(a)	consistent with first class ship ownership and management practice; and
(b)	so as to maintain the relevant Approved Classification with an Approved Classification Society free of overdue recommendations and conditions.
---	---
26.4	Classification society undertaking
---	---

If required by the Lender in writing, each Borrower shall, in respect of the Ship owned by it, instruct the relevant Approved Classification Society (and procure that the relevant Approved Classification Society undertakes with the Lender):

(a)	to send to the Lender, following receipt of a request from the Lender, certified true copies of all original class records held by that Approved Classification Society in relation to that Ship;
(b)	to allow the Lender (or its agents), at any time and from time to time, to inspect the original class and related records of that Borrower and that Ship at the offices of that Approved Classification Society and<br> to take copies of them;
---	---
(c)	to notify the Lender immediately in writing if that Approved Classification Society:
---	---
(i)	receives notification from that Borrower or any person that that Ship's Approved Classification Society is to be changed; or
---	---
(ii)	becomes aware of any facts or matters which may result in or have resulted in a change, suspension, discontinuance, withdrawal or expiry of that Ship's class under the rules or terms and conditions of that<br> Borrower or that Ship's membership of that Approved Classification Society;
---	---
(d)	following receipt of a written request from the Lender:
---	---
(i)	to confirm that such Borrower is not in default of any of its contractual obligations or liabilities to that Approved Classification Society, including confirmation that it has paid in full all fees or other<br> charges due and payable to that Approved Classification Society; or
---	---
(ii)	to confirm that that Borrower is in default of any of its contractual obligations or liabilities to that Approved Classification Society, to specify to the Lender in detail the facts and circumstances of such<br> default, the consequences of such default, and any remedy period agreed or allowed by that Approved Classification Society.
---	---

26.5	Modifications

No Borrower shall make any modification or repairs to, or replacement of, any Ship or equipment installed on it which would or might materially alter the structure, type or performance characteristics of that Ship or materially reduce its value without the prior consent of the Lender which shall not be unreasonably withheld in regards to modifications that will ensure compliance with existing or upcoming Environmental Laws and regulations.

26.6	Removal and installation of parts
(a)	Subject to paragraph (b) below, no Borrower shall remove any material part of any Ship, or any item of equipment installed on any Ship unless:
---	---
(i)	the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed;
---	---
(ii)	the replacement part or item is free from any Security in favour of any person other than the Lender; and
---	---
(iii)	the replacement part or item becomes, on installation on that Ship, the property of that Borrower and subject to the security constituted by the Mortgage on that Ship.
---	---
(b)	A Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship owned by that Borrower.
---	---
26.7	Surveys
---	---

Each Borrower shall submit the Ship owned by it regularly to all periodic or other surveys which may be required for classification purposes and, if so required by the Lender, provide the Lender, with copies of all survey reports.

26.8	Inspection

Each Borrower shall permit the Lender (acting through surveyors or other persons appointed by and reporting to the Lender for that purpose and at the Borrowers' expense) to board the Ship owned by it, upon reasonable notice and without interfering with the Ship's normal course of trading (such notice and non-interference obligation not to apply following the occurrence of an Event of Default which is continuing), to inspect its condition or to satisfy themselves about proposed or executed repairs and the Borrowers shall afford all proper facilities for such inspections.

26.9	Prevention of and release from arrest
(a)	Each Borrower shall, in respect of the Ship owned by it, promptly discharge:
---	---
(i)	all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against that Ship, its Earnings or its Insurances;
---	---
(ii)	all Taxes, dues and other amounts charged in respect of that Ship, its Earnings or its Insurances; and
---	---
(iii)	all other outgoings whatsoever in respect of that Ship, its Earnings or its Insurances.
---	---

(b)	Each Borrower shall, immediately upon receiving notice of the arrest of the Ship owned by it or of its detention in exercise or purported exercise of any lien or claim, take all steps necessary to procure its<br> release by providing bail or otherwise as the circumstances may require.
26.10	Compliance with laws etc.
---	---

Each Obligor shall (and shall procure that each other Transaction Obligor and each Third Party Manager shall):

(a)	comply, or procure compliance with all laws or regulations:
(i)	relating to its business generally; and
---	---
(ii)	relating to a Ship, its ownership, employment, operation, management and registration,
---	---

including, but not limited to, the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions and the laws of the Approved Flag;

(b)	obtain, comply with and do all that is necessary to maintain in full force and effect any Environmental Approvals; and
(c)	without limiting paragraph (a) above, not employ a Ship nor allow its employment, operation or management in any manner contrary to any law or regulation including but not limited to the ISM Code, the ISPS Code,<br> all Environmental Laws and Sanctions.
---	---
26.11	ISPS Code
---	---

Without limiting paragraph (a) of Clause 26.10 (Compliance with laws etc.), each Borrower shall (and shall procure that each Approved Manager will):

(a)	procure that the Ship owned by it and the company responsible for that Ship's compliance with the ISPS Code comply with the ISPS Code;
(b)	maintain an ISSC for that Ship; and
---	---
(c)	notify the Lender immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC.
---	---
26.12	Sanctions and Ship trading
---	---

Without limiting Clause 26.10 (Compliance with laws etc.), each Borrower shall procure, in respect of the Ship owned by it:

(a)	it shall not be used by or for the benefit of a Prohibited Person or in trading to or from a Sanctioned Country;
(b)	it shall not otherwise be used in any manner contrary to Sanctions (or which could be contrary to Sanctions if Sanctions were binding on each Transaction Obligor and each Third Party Manager), or in a manner that<br> creates a risk that a Transaction Obligor or Third Part Manager will become a Prohibited Person;
---	---
(c)	it shall not be used in trading in any manner that creates a risk that such Ship will become a Sanctioned Ship;
---	---

(d)	it shall not be traded in any manner which would be reasonably likely to trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances; and
(e)	without prejudice to that above provisions of this Clause 26.12 (Sanctions and Ship trading), that each charterparty in respect of that Ship shall contain, for the benefit<br> of that Borrower, language which gives effect to the provisions of paragraph (a) of Clause 26.10 (Compliance with laws etc.) as regards Sanctions and paragraph (b) and (c) of this Clause 26.12 (Sanctions and Ship trading) and which permits refusal of employment or voyage orders if non-compliance with such provisions would breach Sanctions (or which would result in a breach of Sanctions if<br> Sanctions were binding on each Transaction Obligor and/or each Third Party Manager).
---	---
26.13	Trading in war zones or excluded areas
---	---

No Borrower shall cause or permit any Ship to enter or trade to any zone which is declared a war zone by any government or by that Ship's war risks insurers or which is otherwise excluded from the scope of coverage of the obligatory insurances unless:

(a)	the prior written consent of the Lender has been given; and
(b)	that Borrower has (at its expense) effected any special, additional or modified insurance cover which the insurers and the Lender may require.
---	---
26.14	Provision of information
---	---

Without prejudice to Clause 21.4 (Information: miscellaneous) each Borrower shall in respect of the Ship owned by it, promptly provide the Lender with any information which it requests regarding:

(a)	that Ship, its employment, position and engagements;
(b)	the Earnings and payments and amounts due to its master and crew;
---	---
(c)	any expenditure incurred, or likely to be incurred, in connection with the operation, maintenance or repair of that Ship and any payments made by it in respect of that Ship;
---	---
(d)	any towages and salvages; and
---	---
(e)	its compliance, each Approved Manager's compliance and the compliance of that Ship with the ISM Code and the ISPS Code and any Sanctions,
---	---

and, upon the Lender's request, promptly provide copies of any current Charter or sub-charter relating to that Ship, of any current guarantee of any such Charter, that Ship's Safety Management Certificate and any relevant Document of Compliance.

26.15	Notification of certain events

Each Borrower shall, in respect of the Ship owned by it, immediately notify the Lender by fax and/or email, confirmed forthwith by letter, of:

(a)	any casualty to that Ship which is or is likely to be or to become a Major Casualty;
(b)	any occurrence as a result of which that Ship has become or is, by the passing of time or otherwise, likely to become a Total Loss;
---	---

(c)	any requisition of that Ship for hire;
(d)	any requirement or recommendation made in relation to that Ship by any insurer or classification society or by any competent authority which is not immediately complied with;
---	---
(e)	any arrest or detention of that Ship or any exercise or purported exercise of any lien on that Ship or the Earnings;
---	---
(f)	any intended dry docking of that Ship;
---	---
(g)	any Environmental Claim made against that Borrower or in connection with that Ship, or any Environmental Incident;
---	---
(h)	any claim for breach of the ISM Code or the ISPS Code being made against that Borrower, any Approved Manager or otherwise in connection with that Ship;
---	---
(i)	any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with,
---	---
(j)	any notice, or such Borrower becoming aware, of any claim, action, suit, proceeding or investigation against any Transaction Obligor, any of its Subsidiaries or any of their respective directors, officers,<br> employees or agents with respect to Sanctions; or
---	---
(k)	any circumstances which could give rise to a breach of any representation or undertaking in this Agreement, or any Event of Default, relating to Sanctions,
---	---

and each Borrower shall keep the Lender advised in writing on a regular basis and in such detail as the Lender shall require as to that Borrower's, each Approved Manager's or any other person's response to any of those events or matters.

26.16	Restrictions on chartering, appointment of managers etc.

No Borrower shall, in relation to the Ship owned by it:

(a)	let that Ship on demise charter for any period;
(b)	enter into any time, voyage or consecutive voyage charter in respect of that Ship other than a Permitted Charter;
---	---
(c)	materially amend, supplement or terminate any Management Agreement or any Assignable Charter (and for the avoidance of doubt, but without limitation, any amendment on the duration, the management fees, the<br> termination provisions, the parties and the governing law of any Management Agreement is considered material) unless, in the case of termination, such Management Agreement is immediately replaced by another Management Agreement acceptable<br> to the Lender with an Approved Manager and such Approved Manager provides a Manager's Undertaking;
---	---
(d)	appoint a manager of that Ship other than an Approved Manager or agree to any material alteration to the terms of an Approved Manager's appointment (and for the avoidance of doubt, but without limitation, any<br> amendment on the duration, the management fees, the termination provisions, the parties and the governing law of any Management Agreement is considered material);
---	---

(e)	de activate or lay up that Ship; or
(f)	put that Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $750,000 (or the equivalent in any<br> other currency) unless that person has first given to the Lender and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings for the cost of such work or for any other reason.
---	---
26.17	Notice of Mortgage
---	---

Each Borrower shall keep the relevant Mortgage registered against the Ship owned by it as a valid first priority or, as the case may be, preferred mortgage, carry on board the Ship a certified copy of the relevant Mortgage and place and maintain in a conspicuous place in the navigation room and the master's cabin of that Ship a framed printed notice stating that that Ship is mortgaged by that Borrower to the Lender.

26.18	Sharing of Earnings

No Borrower shall enter into any agreement or arrangement for the sharing of any Earnings.

26.19	Charterparty Assignment

If a Borrower enters into any Assignable Charter subject to obtaining the prior consent of the Lender in accordance with paragraph (b) of Clause 26.16 (Restrictions on chartering, appointment of managers etc.), that Borrower shall, at the request of the Lender, execute in favour of the Lender a Charterparty Assignment in respect of such Assignable Charter and shall deliver to the Lender any other documents as the Lender may require.

26.20	Notification of compliance

Each Borrower shall promptly provide the Lender from time to time with evidence (in such form as the Lender requires) that it is complying with this Clause 26 (General Ship Undertakings).

27	ACCOUNTS AND APPLICATION OF EARNINGS
27.1	Accounts
---	---

No Borrower may, without the prior consent of the Lender, maintain any bank account other than the Accounts.

27.2	Payment of Earnings

Each Borrower shall ensure that:

(a)	subject only to the provisions of the General Assignment to which it is a party, all the Earnings in respect of the Ship owned by it are paid into its Operating Account; and
(b)	all Hedge Receipts in relation to that Borrower are paid into its Operating Account.
---	---
27.3	Application of Earnings
---	---
(a)	The Borrowers shall procure that there is transferred from the Operating Accounts to the Lender:
---	---
(i)	on each Repayment Date, the amount of the Repayment Instalment then due on that Repayment Date;
---	---
(ii)	on the last day of each Interest Period, the amount of interest then due on that date; and
---	---
(iii)	on any day on which an amount is otherwise due from the Borrower under a Finance Document, an amount necessary to meet that due amount,
---	---

and each Borrower irrevocably authorises and instructs:

(A)	the Account Bank to make those transfers;
(B)	the Lender to apply the transferred amounts in payment of the relevant Repayment Instalment, interest amount or other amount due.
---	---
(b)	The Earnings standing to the credit of any Operating Account shall, subject to the terms of the Account Security in respect of that Operating Account, be available to, and may be withdrawn by, the relevant<br> Borrower throughout the Security Period, unless there is an Event of Default which is continuing or unless an Event of Default would result from the withdrawal of any such balance (or any part thereof) from that Operating Account.
---	---
27.4	Location of Accounts
---	---

Each Borrower shall promptly:

(a)	comply with any requirement of the Lender as to the location or relocation of any Account; and
(b)	execute any documents which the Lender specifies to create or maintain in favour of the Lender Security over (and/or rights of set-off, consolidation or other rights in relation to) any Account.
---	---
28	SECURITY COVER
---	---
28.1	Minimum required security cover
---	---

Clause 28.2 (Provision of additional security; prepayment) applies if the Lender notifies the Borrower that the Security Cover Ratio is below:

(a)	for the period commencing on the Utilisation Date and ending on the date falling 18 months after the Utilisation Date, 125 per cent.; and
(b)	at all times thereafter, 130 per cent.
---	---

28.2	Provision of additional security; prepayment
(a)	If the Lender serves a notice on the Borrowers under Clause 28.1 (Minimum required security cover), the Borrowers shall, on or before the date falling 30 Business Days<br> after the date on which the Lender's notice is served (the "Prepayment Date"), prepay such part of the Loan as shall eliminate the shortfall.
---	---
(b)	A Borrower may, instead of making a prepayment as described in paragraph (a) above, provide, or ensure that a third party has provided, additional security which, in the opinion of the Lender:
---	---
(i)	has a net realisable value at least equal to the shortfall; and
---	---
(ii)	is documented in such terms as the Lender may approve or require,
---	---

before the Prepayment Date; and conditional upon such security being provided in such manner, it shall satisfy such prepayment obligation.

28.3	Value of additional vessel security

The net realisable value of any additional security which is provided under Clause 28.2 (Provision of additional security; prepayment) and which consists of Security over a vessel shall be the Market Value of the vessel concerned.

28.4	Valuations binding

Any valuation under this Clause 28 (Security Cover) shall be binding and conclusive as regards each Borrower.

28.5	Provision of information
(a)	Each Borrower shall promptly provide the Lender and any Approved Valuer acting under this Clause 27 (Security Cover) with any information which the Lender or that Approved<br> Valuer may request for the purposes of the valuation.
---	---
(b)	If a Borrower fails to provide the information referred to in paragraph (a) above by the date specified in the request, the valuation may be made on any basis and assumptions which the Approved Valuer or the<br> Lender considers prudent.
---	---
28.6	Prepayment mechanism
---	---

Any prepayment pursuant to Clause 28.2 (Provision of additional security; prepayment) shall be made in accordance with the relevant provisions of Clause 7 (Prepayment and Cancellation) and shall be treated as a voluntary prepayment pursuant to Clause 7.3 (Voluntary prepayment of Loan); however, the application of such prepayment should be on a pro rata basis against the outstanding Repayment Instalments (including the Balloon Instalment).

28.7

Provision of valuations

(a)

The Lender shall at such times as the Lender shall deem necessary and, in any event, at least once during each calendar year, following the date of this Agreement, be provided with a valuation of each Ship and any other vessel over which additional Security has been created in accordance with Clause 28.2 (Provision of additional security; prepayment) to determine its Market Value, an Approved Valuer and on dates to be selected by the Lender, to enable the Lender to determine the Market Value of that Ship or any other vessel and for the purposes of determining the relevant percentage referred to in Clause 27 (Security Cover).

---

(b)	The cost of the valuations referred to in paragraph (a) above shall be borne by the Borrowers but no more than four times in each calendar year unless an Event of Default has occurred which is continuing in which<br> case the cost of all valuations shall be borne by the Borrowers.
28.8	Release of additional security
---	---

If the Security Cover Ratio set out in Clause 28.1 (Minimum required security cover) shall at the relevant time exceed the percentage required pursuant to Clause 28.1 (Minimum required security cover) and the Borrowers shall have previously provided further security pursuant to this Clause 28 (Security Cover), the Lender, after receiving a notice from the Borrowers to do so (such notice to include evidence, at the cost of the Borrowers, satisfactory to the Lender that the ratio specified in Clause 28.1 (Minimum required security cover) has been maintained (without taking into account the additional security which the Borrowers request to be released) for a period of 60 consecutive days (or a shorter period as the Lender may accept) prior to such notice) will, subject to being indemnified to its satisfaction against the cost of doing so, irrevocably and unconditionally release any such further security specified by the Borrowers to the extent that the relevant ratio shall continue to be at least the percentage required pursuant to Clause 28.1 (Minimum required security cover) at the relevant time following such release provided that at the relevant time no Event of Default has occurred and is continuing or will result from such release.

29	EVENTS OF DEFAULT
29.1	General
---	---

Each of the events or circumstances set out in this Clause 29 (Events of Default) is an Event of Default except for Clause 29.22 (Acceleration) and Clause 29.23 (Enforcement of security).

29.2	Non-payment

A Transaction Obligor or a Third Party Manager does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

(a)	its failure to pay is caused by:
(i)	administrative or technical error; or
---	---
(ii)	a Disruption Event; and
---	---
(b)	payment is made within 3 Business Days of its due date or the date of demand.
---	---
29.3	Specific obligations
---	---

A breach occurs of Clause 4.4 (Waiver of conditions precedent), 22 (Financial Covenants), Clause 23.10 (Title), Clause 23.11 (Negative pledge), Clause 23.20 (Unlawfulness, invalidity and ranking; Security imperilled), 23.23 (Pledged deposit), 23.29 (No change of CEO), Clause 24.2 (Maintenance of obligatory insurances), Clause 24.3 (Terms of obligatory insurances), Clause 24.5 (Renewal of obligatory insurances) or save to the extent such breach is a failure to pay and therefore subject to Clause 29.2 (Non-payment) and Clause 27 (Security Cover).

29.4	Other obligations
(a)	A Transaction Obligor or a Third Party Manager does not comply with any provision of the Finance Documents (other than those referred to in Clause 29.2 (Non-payment) and<br> Clause 29.3 (Specific obligations)).
---	---
(b)	No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 10 Business Days of the Lender giving notice to the Borrowers or (if earlier) any<br> Transaction Obligor or any Third Party Manager becoming aware of the failure to comply.
---	---
29.5	Misrepresentation
---	---

Any representation or statement made or deemed to be made by a Transaction Obligor or a Third Party Manager in the Finance Documents or any other document delivered by or on behalf of any Transaction Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made.

29.6	Cross default
(a)	Any Financial Indebtedness of any Transaction Obligor is not paid when due nor within any originally applicable grace period.
---	---
(b)	Any Financial Indebtedness of any Transaction Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).
---	---
(c)	Any commitment for any Financial Indebtedness of any Transaction Obligor is cancelled or suspended by a creditor of any Transaction Obligor as a result of an event of default (however described).
---	---
(d)	Any creditor of any Transaction Obligor becomes entitled to declare any Financial Indebtedness of any Transaction Obligor due and payable prior to its specified maturity as a result of an event of<br> default (however described).
---	---
(e)	No Event of Default will occur under this Clause 29.6 (Cross default) in respect of the Guarantor if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling<br> within paragraphs (a) to (d) above is less than in relation to the Guarantor $5,000,000 (or its equivalent in any other currency).
---	---
29.7	Insolvency
---	---
(a)	A Transaction Obligor or a Third Party Manager:
---	---
(i)	is unable or admits inability to pay its debts as they fall due;
---	---
(ii)	is deemed to, or is declared to, be unable to pay its debts under applicable law;
---	---
(iii)	suspends or threatens to suspend making payments on any of its debts; or
---	---

(iv)	by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding the Lender in its capacity as such) with a view to rescheduling any of its<br> indebtedness.
(b)	The value of the assets of any Transaction Obligor is less than its liabilities (taking into account contingent and prospective liabilities).
---	---
(c)	A moratorium is declared in respect of any indebtedness of any Transaction Obligor. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.
---	---
29.8	Insolvency proceedings
---	---
(a)	Any corporate action, legal proceedings or other procedure or step is taken in relation to:
---	---
(i)	the suspension of payments, a moratorium of any indebtedness, seeking bankruptcy protection, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or<br> otherwise) of any Transaction Obligor or any Third Party Manager;
---	---
(ii)	a composition, compromise, assignment or arrangement with any creditor of any Transaction Obligor or any Third Party Manager;
---	---
(iii)	the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Transaction Obligor or any Third Party Manager or any of its assets;<br> or
---	---
(iv)	enforcement of any Security over any assets of any Transaction Obligor or any Third Party Manager,
---	---

or any analogous procedure or step is taken in any jurisdiction.

(b)	Paragraph (a) above shall not apply to any winding-up petition or other proceeding which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.
29.9	Creditors' process
---	---

Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset or assets of a Transaction Obligor (other than an arrest or detention of the Ship referred to in Clause 29.14 (Arrest)) and is not discharged within 10 days.

29.10	Ownership

A Borrower ceases to be 100% directly owned by the Guarantor.

29.11	Unlawfulness, invalidity and ranking
(a)	It is or becomes unlawful for a Transaction Obligor or a Third Party Manager to perform any of its obligations under the Finance Documents.
---	---
(b)	Any obligation of a Transaction Obligor a Third Party Manager under the Finance Documents is not or ceases to be legal, valid, binding or enforceable.
---	---

(c)	Any Finance Document ceases to be in full force and effect or to be continuing or is or purports to be determined or any Transaction Security is alleged by a party to it (other than the Lender) to be ineffective.
(d)	Any Transaction Security proves to have ranked after, or loses its priority to, any other Security.
---	---
29.12	Security imperilled
---	---

Any Security created or intended to be created by a Finance Document is in any way imperilled or in jeopardy.

29.13	Cessation of business

Any Transaction Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

29.14	Arrest

Any arrest of a Ship or its detention in the exercise or the purported exercise of any lien or claim unless it is redelivered to the full control of the relevant Borrower within 14 days of such arrest or detention.

29.15	Expropriation
(a)	The authority or ability of any Transaction Obligor or any Third Party Manager to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention,<br> restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any Transaction Obligor or any of its assets, other than:
---	---
(b)	an arrest or detention of a Ship referred to in Clause 29.14 (Arrest); or
---	---
(c)	any Requisition.
---	---
29.16	Repudiation and rescission of agreements
---	---

A Transaction Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Transaction Document or any of the Transaction Security or evidences an intention to rescind or repudiate a Transaction Document or any Transaction Security or a Transaction Document or any of the Transaction Security otherwise ceases to remain in full force and effect for any reason.

29.17	Litigation

Any litigation, arbitration or administrative, governmental, regulatory or other investigations, proceedings or any investigations of, or before, any court, arbitral body or agency are commenced or threatened, or any judgment or order of a court, arbitral body, agency or tribunal or other tribunal or any order or sanction of any governmental or other regulatory body is made, in relation to any of the Transaction Documents or the transactions contemplated in any of the Transaction Documents or against any member of the Group or their assets which if adversely determined:

(a)	has a Material Adverse Effect; or

(b)	is reasonably likely to have a Material Adverse Effect,

unless (i) the relevant member of the Group has taken active measures to dispute such proceedings or disputes and such proceedings or disputes are dismissed or withdrawn within 14 days of being made or presented, or (ii) the combined value of such proceedings or disputes in respect of such member of the Group (other than a Borrower) does not exceed $1,000,000 (or its equivalent in any other currency) in aggregate.

29.18	Sanctions
(a)	Any Transaction Obligor or any of their respective Subsidiaries, directors, officers or employees or any Third Party Manager or any other member of the Group is designated a Prohibited Person or a Ship is<br> designated a Sanctioned Ship.
---	---
(b)	This Clause 29.18 (Sanctions) is without prejudice to any other Event of Default which may occur by reason of breach of, or non-compliance with, any of the other provisions<br> of this Agreement which relate to Sanctions.
---	---
29.19	Material adverse change
---	---

Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

29.20	Termination of Existing Charter

The Existing Charter is terminated or rescinded or for any reason ceases to remain in full force and effect prior to its contractual termination date without the prior consent of the Lender.

29.21	Replacement of Third Party Manager

No Event of Default will occur under this Clause 29 (Events of Default) in respect of a Third Party Manager if the Borrowers replace such Third Party Manager by another Approved Manager and deliver to the Lender the documents referred to at paragraph 2.5 of Part B of Schedule 2 (Conditions precedent) within 10 Business Days from the date of such occurrence.

29.22	Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Lender may by notice to the Borrowers:

(a)	cancel the Commitment, whereupon it shall immediately be cancelled;
(b)	declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon it shall become immediately<br> due and payable; and/or
---	---
(c)	declare that all or part of the Loan be payable on demand, whereupon it shall immediately become payable on demand by the Lender,
---	---

and the Lender may serve notices under paragraphs (a), (b) and (c) above simultaneously or on different dates and the Lender may take any action referred to in Clause 29.23 (Enforcement of security) if no such notice is served or simultaneously with or at any time after the service of any of such notice.

29.23	Enforcement of security

On and at any time after the occurrence of an Event of Default which is continuing the Lender may take any action which, as a result of the Event of Default or any notice served under Clause 29.22 (Acceleration), the Lender is entitled to take under any Finance Document or any applicable law or regulation.

SECTION 9

CHANGES TO THE PARTIES

30	CHANGES TO THE LENDER
30.1	Assignment by the Lender
---	---

Subject to this Clause 30 (Changes to the Lender), the Lender (the "Existing Lender") may assign all (but not part) of its rights under the Finance Documents to another person other than an individual (the "New Lender").

30.2	Conditions of assignment
(a)	The consent of the Borrowers is required for an assignment by the Existing Lender, unless the assignment is:
---	---
(i)	to financial institution or bank which:
---	---
(A)	has a dedicated ship finance lending desk and business; and
---	---
(B)	is not a trust or fund or pension fund or insurance company or another entity engaged in or established for the purposes of making, purchasing or investing in loans, securities or other financial assets;
---	---
(ii)	to an Affiliate of the Existing Lender;
---	---
(iii)	if the Existing Lender is a fund, to a fund which is a Related Fund; or
---	---
(iv)	made at a time when an Event of Default is continuing.
---	---
(b)	The consent of the Borrowers to an assignment must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent ten Business Days after the Existing Lender has requested it<br> unless consent is expressly refused by the Borrower within that time.
---	---
(c)	If:
---	---
(i)	the Existing Lender assigns any of its rights or obligations under the Finance Documents or changes its Facility Office; and
---	---
(ii)	as a result of circumstances existing at the date the assignment or change occurs, a Transaction Obligor would be obliged to make a payment to the New Lender or the Existing Lender acting through its new Facility<br> Office under Clause 12 (Tax Gross Up and Indemnities) or under that clause as incorporated by reference or in full in any other Finance Document or Clause 13 (Increased<br><br><br><br><br> Costs),
---	---

then the New Lender or the Existing Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender would have been if the assignment or change had not occurred.

(d)

Each Obligor on behalf of itself and each Transaction Obligor agrees that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender's title and of any rights or equities which the Borrower or any other Transaction Obligor had against the Existing Lender.

(e)	No costs or expenses in relation to such an assignment or transfer shall be borne by any Transaction Obligor.
30.3	Security over Lender's rights
---	---

In addition to the other rights provided to the Lender under this Clause 30 (Changes to the Lender), the Lender may without consulting with or obtaining consent from any Transaction Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of the Lender including, without limitation:

(a)	any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and
(b)	if the Lender is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by the Lender as security for those<br> obligations or securities,
---	---

except that no such charge, assignment or Security shall:

(i)	release the Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or
(ii)	require any payments to be made by a Transaction Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the Lender under the Finance<br> Documents.
---	---
31	CHANGES TO THE TRANSACTION OBLIGORS
---	---
31.1	Assignment or transfer by Transaction Obligors
---	---

No Transaction Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

31.2	Additional Subordinated Creditors
(a)	The Borrowers may request that any person becomes a Subordinated Creditor, with the prior approval of the Lender, by delivering to the Lender:
---	---
(i)	a duly executed Subordination Deed;
---	---
(ii)	a duly executed Subordinated Debt Security; and
---	---
(iii)	such constitutional documents, corporate authorisations and other documents and matters as the Lender may reasonably require, in form and substance satisfactory to the Lender, to verify that the person's<br> obligations are legally binding, valid and enforceable and to satisfy any applicable legal and regulatory requirements.
---	---
(b)	A person referred to in paragraph (a) above will become a Subordinated Creditor on the date the Lender enters into the Subordination Deed and the Subordinated Debt Security is delivered under paragraph (a) above.
---	---

100

SECTION 10

ADMINISTRATION

32	PAYMENT MECHANICS
32.1	Payments to the Lender
---	---
(a)	On each date on which a Transaction Obligor is required to make a payment under a Finance Document, that Transaction Obligor shall make an amount equal to such payment available to the Lender (unless a contrary<br> indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Lender as being customary at the time for settlement of transactions in the relevant currency in the place of payment.
---	---
(b)	Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in such Participating Member State or London, as<br> specified by the Lender) and with such bank as the Lender, in each case, specifies.
---	---
32.2	Application of receipts; partial payments
---	---
(a)	If the Lender receives a payment that is insufficient to discharge all the amounts then due and payable by a Transaction Obligor under the Finance Documents, the Lender may apply that payment towards the<br> obligations of that Transaction Obligor under the Finance Documents in any manner it may decide.
---	---
(b)	Paragraph (a) above will override any appropriation made by a Transaction Obligor.
---	---
32.3	No set-off by Transaction Obligors
---	---
(a)	All payments to be made by a Transaction Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.
---	---
(b)	Paragraph (a) above shall not affect the operation of any payment or close-out netting in respect of any amounts owing under any Hedging Agreement.
---	---
32.4	Business Days
---	---
(a)	Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day<br> (if there is not).
---	---
(b)	During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.
---	---
32.5	Currency of account
---	---
(a)	Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from a Transaction Obligor under any Finance Document.
---	---

101

(b)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.
(c)	Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.
---	---
32.6	Change of currency
---	---
(a)	Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:
---	---
(i)	any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that<br> country designated by the Lender (after consultation with the Borrowers); and
---	---
(ii)	any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded<br> up or down by the Lender (acting reasonably).
---	---
(b)	If a change in any currency of a country occurs, this Agreement will, to the extent the Lender (acting reasonably and after consultation with the Borrowers) specifies to be necessary, be amended to comply with any<br> generally accepted conventions and market practice in the Relevant Interbank Market and otherwise to reflect the change in currency.
---	---
32.7	Currency conversion
---	---

The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

32.8	Disruption to Payment Systems etc.

If either the Lender determines (in its discretion) that a Disruption Event has occurred or the Lender is notified by a Borrower that a Disruption Event has occurred:

(a)	the Lender may, and shall if requested to do so by the Borrowers, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Lender<br> may deem necessary in the circumstances;
(b)	the Lender shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event,<br> shall have no obligation to agree to such changes;
---	---
(c)	any such changes agreed upon by the Lender and the Borrower shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an<br> amendment to (or, as the case may be, waiver of) the terms of the Finance Documents;
---	---
(d)	the Lender shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other<br> category of liability whatsoever but not including any claim based on the fraud of the Lender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 32.8 (Disruption to Payment Systems etc.).
---	---

102

33	SET-OFF

The Lender may set off any matured obligation due from a Transaction Obligor under the Finance Documents (to the extent beneficially owned by the Lender) against any matured obligation owed by the Lender to that Transaction Obligor, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off.

34	CONDUCT OF BUSINESS BY THE LENDER

No provision of this Agreement will:

(a)	interfere with the right of the Lender to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
(b)	oblige the Lender to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or
---	---
(c)	oblige the Lender to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.
---	---
35	BAIL-IN
---	---

Notwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a Finance Document, each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the Finance Documents may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:

(a)	any Bail-In Action in relation to any such liability, including (without limitation):
(i)	a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
---	---
(ii)	a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
---	---
(iii)	a cancellation of any such liability; and
---	---
(b)	a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
---	---
36	NOTICES
---	---
36.1	Communications in writing
---	---

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax, email or letter.

103

36.2	Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents are:

(a)	in the case of the Borrowers, that specified in Schedule 1 (The Parties); and
(b)	in the case of any other Transaction Obligor or the Lender, that specified in Schedule 1 (The Parties) or, if it becomes a Party after the date of this Agreement, that<br> notified in writing to the Lender on or before the date on which it becomes a Party;
---	---

or any substitute address, fax number or department or officer as that Transaction Obligor may notify to the Lender (or the Lender may notify to the other Parties, if a change is made by the Lender) by not less than five Business Days' notice.

36.3	Delivery
(a)	Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:
---	---
(i)	if by way of fax, when received in legible form; or
---	---
(ii)	if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,
---	---

and, if a particular department or officer is specified as part of its address details provided under Clause 36.2 (Addresses), if addressed to that department or officer.

(b)	Any communication or document to be made or delivered to the Lender will be effective only when actually received by it and then only if it is expressly marked for the attention of the department or officer of the<br> Lender specified in Schedule 1 (The Parties) (or any substitute department or officer as the Lender shall specify for this purpose).
(c)	Any communication or document made or delivered to the Borrowers in accordance with this Clause will be deemed to have been made or delivered to each of the Transaction Obligors.
---	---
(d)	Any communication or document which becomes effective, in accordance with paragraphs (a) to (c) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.
---	---
36.4	Electronic communication
---	---
(a)	Any communication to be made or document to be delivered by one Party to another under or in connection with the Finance Documents may be made or delivered by electronic mail or other electronic means (including,<br> without limitation, by way of posting to a secure website) if those two Parties:
---	---
(i)	notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and
---	---

104

(ii)	notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.
(b)	Any such electronic communication or delivery as specified in paragraph (a) above to be made between an Obligor and the Lender may only be made in that way to the extent that those two Parties agree that, unless<br> and until notified to the contrary, this is to be an accepted form of communication or delivery.
---	---
(c)	Any such electronic communication or document as specified in paragraph (a) above made or delivered by one Party to another will be effective only when actually received (or made available) in readable form and in<br> the case of any electronic communication or document made or delivered by a Party to the Lender only if it is addressed in such a manner as the Lender shall specify for this purpose.
---	---
(d)	Any electronic communication or document which becomes effective, in accordance with paragraph (c) above, after 5.00 p.m. in the place in which the Party to whom the relevant communication or document is sent or<br> made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.
---	---
(e)	Any reference in a Finance Document to a communication being sent or received or a document being delivered shall be construed to include that communication or document being made available in accordance with this<br> Clause 36.4 (Electronic communication).
---	---
36.5	English language
---	---
(a)	Any notice given under or in connection with any Finance Document must be in English.
---	---
(b)	All other documents provided under or in connection with any Finance Document must be:
---	---
(i)	in English; or
---	---
(ii)	if not in English, and if so required by the Lender, accompanied by a certified English translation prepared by a translator approved by the Lender and, in this case, the English translation will prevail unless<br> the document is a constitutional, statutory or other official document.
---	---
36.6	Hedging Agreement
---	---

Notwithstanding anything in Clause 1.1 (Definitions), references to the Finance Documents or a Finance Document in this Clause do not include any Hedging Agreement entered into by a Borrower in connection with the Facility.

37	CALCULATIONS AND CERTIFICATES
37.1	Accounts
---	---

In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by the Lender are prima facie evidence of the matters to which they relate.

105

37.2	Certificates and determinations

Any certification or determination by the Lender of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

37.3	Day count convention

Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that market practice.

38	PARTIAL INVALIDITY

If, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

39	REMEDIES AND WAIVERS
(a)	No failure to exercise, nor any delay in exercising, on the part of the Lender or any Receiver or Delegate, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or<br> constitute an election to affirm any Finance Document. No election to affirm any Finance Document on the part of the Lender or any Receiver or Delegate shall be effective unless it is in writing. No single or partial exercise of any right<br> or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.
---	---
(b)	No variation or amendment of a Finance Document shall be valid unless in writing and signed by the Lender.
---	---
40	ENTIRE AGREEMENT
---	---
(a)	This Agreement, in conjunction with the other Finance Documents, constitutes the entire agreement between the Parties and supersedes all previous agreements, understandings and arrangements between them, whether<br> in writing or oral, in respect of its subject matter.
---	---
(b)	Each Obligor acknowledges that it has not entered into this Agreement or any other Finance Document in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly<br> set out in this Agreement or in any other Finance Document.
---	---
41	SETTLEMENT OR DISCHARGE CONDITIONAL
---	---

Any settlement or discharge under any Finance Document between the Lender and any Transaction Obligor shall be conditional upon no security or payment to the Lender by any Transaction Obligor or any other person being set aside, adjusted or ordered to be repaid, whether under any insolvency law or otherwise.

106

42	IRREVOCABLE PAYMENT

If the Lender considers that an amount paid or discharged by, or on behalf of, a Transaction Obligor or by any other person in purported payment or discharge of an obligation of that Transaction Obligor to the Lender under the Finance Documents is capable of being avoided or otherwise set aside on the liquidation or administration of that Transaction Obligor or otherwise, then that amount shall not be considered to have been unconditionally and irrevocably paid or discharged for the purposes of the Finance Documents.

43	CONFIDENTIAL INFORMATION
43.1	Confidentiality
---	---

The Lender agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 43.2 (Disclosure of Confidential Information) and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

43.2	Disclosure of Confidential Information

The Lender may disclose:

(a)	to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, insurers, insurance advisors, insurance brokers, partners and Representatives<br> such Confidential Information as the Lender shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all<br> of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is<br> otherwise bound by requirements of confidentiality in relation to the Confidential Information;
(b)	to any person:
---	---
(i)	to (or through) whom it assigns (or may potentially assign) all or any of its rights and/or obligations under one or more Finance Documents and to any of that person's Affiliates, Related Funds, Representatives<br> and professional advisers;
---	---
(ii)	with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be<br> made by reference to, one or more Finance Documents and/or one or more Transaction Obligors and to any of that person's Affiliates, Related Funds, Representatives and professional advisers;
---	---
(iii)	appointed by the Lender or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on<br> its behalf;
---	---
(iv)	who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in sub- paragraph (i) or (ii) of paragraph (b) above;
---	---

107

(v)	to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant<br> stock exchange or pursuant to any applicable law or regulation;
(vi)	to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes;
---	---
(vii)	to whom or for whose benefit the Lender charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 30.3 (Security over Lender's rights);
---	---
(viii)	who is a Party, a member of the Group or any related entity of a Transaction Obligor;
---	---
(ix)	as a result of the registration of any Finance Document as contemplated by any Finance Document or any legal opinion obtained in connection with any Finance Document; or
---	---
(x)	with the consent of the Borrower,
---	---

in each case, such Confidential Information as the Lender shall consider appropriate if:

(A)	in relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no<br> requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;
(B)	in relation to sub-paragraph (iv) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by requirements of<br> confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;
---	---
(C)	in relation to sub-paragraphs (v), (vi) and (vii) of paragraph (b) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such<br> Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Lender, it is not practicable so to do in the circumstances;
---	---
(c)	to any person appointed by the Lender or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to provide administration or settlement services in respect of one or more of the Finance<br> Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the<br> services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for<br> Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrowers and the Lender;
---	---

108

(d)

to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the Finance Documents and/or the Transaction Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive information.

43.3

DAC6

---

Nothing in any Finance Document shall prevent disclosure of any Confidential Information or other matter to the extent that preventing that disclosure would otherwise cause any transaction contemplated by the Finance Documents or any transaction carried out in connection with any transaction contemplated by the Finance Documents to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU.

43.4	Entire agreement

This Clause 43 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations of the Lender under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

43.5	Inside information

The Lender acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Lender undertakes not to use any Confidential Information for any unlawful purpose.

43.6	Notification of disclosure

The Lender agrees (to the extent permitted by law and regulation) to inform the Borrowers:

(a)	of the circumstances of any disclosure of Confidential Information made pursuant to sub‑paragraph (v) of paragraph (b) of Clause 43.2 (Disclosure of Confidential Information)<br> except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
(b)	upon becoming aware that Confidential Information has been disclosed in breach of this Clause 43 (Confidential Information).
---	---
43.7	Continuing obligations
---	---

The obligations in this Clause 43 (Confidential Information) are continuing and, in particular, shall survive and remain binding on the Lender for a period of 12 months from the earlier of:

(a)	the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and the Commitment has been cancelled or otherwise ceased to be available; and
(b)	the date on which the Lender otherwise ceases to be the Lender.
---	---

109

44	CONFIDENTIALITY OF FUNDING RATES
44.1	Confidentiality and disclosure
---	---

Each Obligor agrees to keep each Funding Rate confidential and not to disclose it to anyone.

44.2	Related obligations
(a)	Each Obligor acknowledges that each Funding Rate is or may be price sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider<br> dealing and market abuse and each Obligor undertakes not to use any Funding Rate for any unlawful purpose.
---	---
(b)	Each Obligor agrees (to the extent permitted by law and regulation) to inform the Lender:
---	---
(i)	of the circumstances of any disclosure made pursuant to Clause 44.1 (Confidentiality and disclosure) except where such disclosure is made to any of the persons referred to<br> in that paragraph during the ordinary course of its supervisory or regulatory function; and
---	---
(ii)	upon becoming aware that any information has been disclosed in breach of this Clause 44 (Confidentiality of Funding Rates).
---	---
44.3	No Event of Default
---	---

No Event of Default will occur under Clause 29.4 (Other obligations) by reason only of an Obligor's failure to comply with this Clause 44 (Confidentiality of Funding Rates).

45	AMENDMENTS
45.1	Replacement of Screen Rate
---	---

If, as at 1 January 2023, this Agreement provides that the rate of interest for the Loan in dollars is to be determined by reference to the Screen Rate for LIBOR, the Lender and the Borrowers shall enter into negotiations in good faith with a view to agreeing the use of a Replacement Benchmark in relation to dollars in place of that Screen Rate from and including a date no later than 30 June 2023.

45.2	Obligor intent

Without prejudice to the generality of Clauses 1.2 (Construction), 17.4 (Waiver of defences), 18.2 (Waiver of defences) and 19.4 (Waiver of defences), each Obligor expressly confirms that it intends that any guarantee contained in this Agreement or any other Finance Document and any Security created by any Finance Document shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

110

46	COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

111

SECTION 11

GOVERNING LAW AND ENFORCEMENT

47	GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

48	ENFORCEMENT
48.1	Jurisdiction
---	---
(a)	Unless specifically provided in another Finance Document in relation to that Finance Document, the courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with any<br> Finance Document (including a dispute regarding the existence, validity or termination of any Finance Document or any non-contractual obligation arising out of or in connection with any Finance Document) (a "Dispute").
---	---
(b)	The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the contrary.
---	---
(c)	To the extent allowed by law, this Clause 48.1 (Jurisdiction) is for the benefit of the Lender only. As a result, the Lender shall not be prevented from taking proceedings<br> relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender may take concurrent proceedings in any number of jurisdictions.
---	---
48.2	Service of process
---	---
(a)	Without prejudice to any other mode of service allowed under any relevant law, each Obligor (and the Obligors shall procure that each other Transaction Obligor, other than a Transaction Obligor incorporated in<br> England and Wales):
---	---
(i)	irrevocably appoints Shoreside Agents Ltd, presently at 5 St Helen’s Place, London EC3A 6AB, England (T: +44 (0)20 3771 8869, M: + 44 (0) 7591 440086, F: +44 (0)20 3771 8870, attention: Andrew Johnson) as<br><br><br><br><br> its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and
---	---
(ii)	agrees that failure by a process agent to notify the relevant Transaction Obligor of the process will not invalidate the proceedings concerned.
---	---
(b)	If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrowers (on behalf of all the Transaction Obligors) must immediately (and in any<br> event within 5 days of such event taking place) appoint another agent on terms acceptable to the Lender. Failing this, the Lender may appoint another agent for this purpose.
---	---

This Agreement has been entered into on the date stated at the beginning of this Agreement.

112

SCHEDULE 1

THE PARTIES

PART A

THE OBLIGORS

Name of Borrower	Place of Incorporation	Registration number<br><br> <br>(or equivalent, if any)	Address for Communication
World Shipping Co.	Republic of the Marshall Islands	109649	c/o 154 Vouliagmenis Avenue, 166 74 Glyfada, Greece<br><br> <br><br><br> <br>Attention: Stamatios Tsantanis/ Stavros Gyftakis<br><br> <br><br><br> <br>Email sgyftakis@seanergy.gr<br><br> <br>finance@seanergy.gr<br><br> <br><br><br> <br>Tel.: +30 213 0181507
Honor Shipping Co.	Republic of the Marshall Islands	114553	c/o 154 Vouliagmenis Avenue, 166 74 Glyfada, Greece<br><br> <br><br><br> <br>Attention: Stamatios Tsantanis/ Stavros Gyftakis<br><br> <br><br><br> <br>Email sgyftakis@seanergy.gr<br><br> <br>finance@seanergy.gr<br><br> <br><br><br> <br>Tel.: +30 213 0181507
Name of Guarantor	Place of Incorporation	Registration number<br><br> <br>(or equivalent, if any)	Address for Communication
---	---	---	---
Seanergy Maritime Holdings Corp.	Republic of the Marshall Islands	27721	c/o 154 Vouliagmenis Avenue, 166 74 Glyfada, Greece<br><br> <br><br><br> <br>Attention: Stamatios Tsantanis/ Stavros Gyftakis<br><br> <br><br><br> <br>Email sgyftakis@seanergy.gr<br><br> <br>finance@seanergy.gr<br><br> <br><br><br> <br>Tel.: +30 213 0181507

113

Name of Hedge Guarantor	Place of Incorporation	Registration number<br><br> <br>(or equivalent, if any)	Address for Communication
World Shipping Co.	Republic of the Marshall Islands	109649	c/o 154 Vouliagmenis Avenue, 166 74 Glyfada, Greece<br><br> <br><br><br> <br>Attention: Stamatios Tsantanis/ Stavros Gyftakis<br><br> <br><br><br> <br>Email sgyftakis@seanergy.gr<br><br> <br>finance@seanergy.gr<br><br> <br><br><br> <br>Tel.: +30 213 0181507
Honor Shipping Co.	Republic of the Marshall Islands	114553	c/o 154 Vouliagmenis Avenue, 166 74 Glyfada, Greece<br><br> <br><br><br> <br>Attention: Stamatios Tsantanis/ Stavros Gyftakis<br><br> <br><br><br> <br>Email sgyftakis@seanergy.gr<br><br> <br>finance@seanergy.gr<br><br> <br><br><br> <br>Tel.: +30 213 0181507

PART B

THE ORIGINAL LENDER

Name of Original Lender	Address for Communication
PIRAEUS BANK S.A.	170, Alexandras Avenue<br><br> <br>11521 Athens<br><br> <br>Greece<br><br> <br><br><br> <br>Fax No: +30 210 3739783<br><br> <br><br><br> <br>For the attention of the manager<br><br> <br><br><br> <br>Email: shipping@piraeusbank.gr

114

SCHEDULE 2

CONDITIONS PRECEDENT

PART A

CONDITIONS PRECEDENT TO UTILISATION REQUEST

1	Obligors
1.1	A copy of the constitutional documents of each Obligor.
---	---
1.2	A copy of a resolution of the board of directors of each Obligor (in the case of the Guarantor a certified copy of such resolutions) (original to follow within 30 days from the Utilisation Date):
---	---
(a)	approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;
---	---
(b)	authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and
---	---
(c)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, the Utilisation Request and each Selection Notice) to be signed and/or<br> despatched by it under, or in connection with, the Finance Documents to which it is a party.
---	---
1.3	A copy of the power of attorney of any Obligor authorising a specified person or persons to execute the Finance Documents to which it is a party (original to follow within 30 days from the Utilisation Date).
---	---
1.4	A specimen of the signature or copy of the passport of the person(s) authorised by the resolution referred to in paragraph 1.2 above and who will sign the Finance Documents.
---	---
1.5	A copy of a resolution signed by the holder(s) of the issued shares in each Obligor, approving the terms of, and the transactions contemplated by, the Finance Documents to which that Transaction Obligor is a<br> party.
---	---
1.6	Copies of up-to-date certificates of goodstanding in respect of each Obligor.
---	---
1.7	A copy of a certificate of each Obligor (signed by a director and/or officer) confirming that borrowing or guaranteeing, as appropriate, the Commitment would not cause any borrowing, guaranteeing or similar limit<br> binding on that Obligor to be exceeded (original to follow within 30 days from the Utilisation Date).
---	---
1.8	A copy of a certificate of each Obligor that is incorporated outside the UK (signed by a director) certifying either that (i) it has not delivered particulars of any UK Establishment to the Registrar of Companies<br> as required under the Overseas Regulations or (ii) it has a UK Establishment and specifying the name and registered number under which it is registered with the Registrar of Companies (original to follow within 30 days from the Utilisation<br> Date).
---	---

115

1.9	A copy of a certificate of an authorised signatory of the relevant Obligor confirming the names and offices of all the directors of that Obligor and certifying that each copy document relating to it specified in<br> this Part A of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement and as at the Utilisation Date (as<br> applicable) (original to follow within 30 days from the Utilisation Date).
1.10	Copies of up-to-date certificates of goodstanding and certificate of establishment in Greece (if applicable) in respect of any Approved Manager which is not a Third Party Manager.
---	---
2	MOA and other documents
---	---
2.1	Copies of the MOA and of all documents signed or issued by the Guarantor, Borrower B or the Seller (or both of them) under or in connection with it.
---	---
2.2	Such documentary evidence as the Lender and its legal advisers may require in relation to the due authorisation and execution of the MOA by the Guarantor, Borrower B and the Seller.
---	---
3	Finance Documents
---	---
3.1	If applicable, duly executed original of the Subordination Deed and copies of each Subordinated Finance Document.
---	---
3.2	A duly executed original of any Finance Document not otherwise referred to in this Schedule 2 (Conditions Precedent).
---	---
3.3	A duly executed original of any other document required to be delivered by each Finance Document if not otherwise referred to this Schedule 2 (Conditions Precedent).
---	---
4	Security Documents
---	---
4.1	A duly executed original of each Account Security and each Shares Security (and of each document to be delivered under each of them).
---	---
4.2	A duly executed original of the Subordinated Debt Security.
---	---
5	Legal opinions
---	---
5.1	A legal opinion of Watson Farley & Williams, legal advisers to the Lender in England, substantially in the form obtained by the Lender before signing this Agreement.
---	---
5.2	If a Transaction Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Lender in the Relevant Jurisdiction, substantially in the form obtained by the<br> Lender before signing this Agreement.
---	---
5.3	A legal opinion of the legal advisers to the Lender in the jurisdiction of the Approved Flag in which a Ship is registered, the jurisdiction of each Account and such other relevant jurisdictions as the Lender may<br> require, substantially in the form obtained before signing this Agreement.
---	---
6	Other documents and evidence
---	---
6.1	A valuation of each Ship, at the Borrowers' cost, addressed to the Lender, stated to be for the purposes of this Agreement and dated not earlier than 20 days before the Utilisation Date from an Approved Valuer<br> which shows that the amount of the Loan to be advanced complies with Clause 5.3 (Currency and amount).
---	---

116

6.2	A copy of the Existing Charter (and any Assignable Charter in relation to Ship B, if applicable) duly executed by the parties thereto and of each document delivered pursuant to it, together with such documentary<br> evidence as the Lender and its legal advisers may require in relation to the due authorisation and execution of the Existing Charter (or, as the case may be, Assignable Charter, in the case of Ship B) by each of the parties thereto.
6.3	Evidence that any process agent referred to in Clause 48.2 (Service of process), if not a Transaction Obligor, has accepted its appointment.
---	---
6.4	A declaration of compliance in the agreed form given by the Borrowers and addressed to the Lender undertaking the Borrowers are, on the date of the declaration and shall, at all times during the Security Period,<br> remain, compliant in all respects with all legislation and regulations in any Relevant Jurisdiction relating to the payment of master and crew wages, social costs and employment protection provisions generally.
---	---
6.5	A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable (if it has notified the Borrowers accordingly) in connection with the entry into<br> and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.
---	---
6.6	The original of any mandates or other documents required in connection with the opening or operation of each Account and Safekeeping Securities Account(s).
---	---
6.7	Evidence that the fees, costs and expenses then due from the Borrowers pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses)<br> have been paid or will be paid by the Utilisation Date.
---	---
6.8	Such evidence as the Lender may require, prior to the execution of this Agreement, for it to be able to satisfy its "know your customer" or similar identification procedures in relation to the transactions<br> contemplated by the Finance Documents.
---	---
6.9	Copies of the Original Financial Statements.
---	---

117

PART B

CONDITIONS PRECEDENT TO PREPOSITIONING OF FUNDS

1	Obligors

A copy of certificate of an authorised signatory of the relevant Obligor certifying that each copy document which it is required to provide under this Part B of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at the Utilisation Date (original certificate to follow within 30 days from the Utilisation Date).

2	Ship and other security
2.1	A duly executed original of each General Assignment, the Charterparty Assignment in respect of the Existing Charter, each Manager's Undertaking and of each document to be delivered under or pursuant to each of<br> them in respect of each Ship.
---	---
2.2	Documentary evidence that Ship A:
---	---
(a)	is provisionally registered in the name of Borrower A under the Approved Flag;
---	---
(b)	is in the absolute and unencumbered ownership of Borrower A, save as contemplated by the existing mortgage(s) over Ship A registered in favour of the Lender pursuant to the Existing Facility Agreement as security<br> for the Existing Indebtedness.
---	---
(c)	maintains the relevant Approved Classification with the relevant Approved Classification Society free of all overdue recommendations and conditions of the Approved Classification Society.
---	---
(d)	is insured in accordance with the provisions of this Agreement and all requirements in this Agreement in respect of insurances have been complied with.
---	---
2.3	Documents establishing that Ship A is managed commercially and technically by the Approved Manager on terms acceptable to the Lender, together with copies of:
---	---
(a)	the Approved Technical Manager's Document of Compliance;
---	---
(b)	Ship A's Safety Management Certificate (together with any other details of the applicable Safety Management System which the Lender requires) and of any other documents required under the ISM Code and the ISPS<br> Code in relation to Ship A including without limitation an ISSC; and
---	---
(c)	any other trading certificates and evidence in respect of the lightweight of Ship A.
---	---
3	Other documents and evidence
---	---
3.1	Evidence that the fees, costs and expenses then due from the Borrowers pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses)<br> have been paid or will be paid by the Utilisation Date.
---	---
3.2	A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable (if it has notified the Borrowers accordingly) in connection with the entry into<br> and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document not previously supplied.
---	---

118

PART C

CONDITIONS PRECEDENT TO THE RELEASE OF PREPOSITIONING OF FUNDS

1	Obligors

A copy of certificate of an authorised signatory of the relevant Obligor certifying that each copy document which it is required to provide under this Part C of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at the Delivery Date (original certificate to follow within 30 days from the Utilisation Date).

2	Ship and other security
2.1	A duly executed original of each Mortgage in relation each Ship together with documentary evidence that such Mortgage has been duly registered or recorded (as the case may be) as a valid first preferred or<br> priority (as the case may be) ship mortgage in accordance with the laws of the jurisdiction of its Approved Flag.
---	---
2.2	Documentary evidence that Ship B:
---	---
(a)	has been unconditionally delivered by the Seller to, and accepted by, Borrower B under the MOA and that the full purchase price payable and all other sums due to the Seller under the MOA, other than the sums to be<br> financed pursuant to Tranche B, have been paid to the Seller.
---	---
(b)	is provisionally registered in the name of Borrower B under the Approved Flag;
---	---
(c)	is in the absolute and unencumbered ownership of Borrower B save as contemplated by the Finance Documents.
---	---
(d)	maintains the Approved Classification with the Approved Classification Society free of all overdue recommendations and conditions of the Approved Classification Society; and
---	---
(e)	is insured in accordance with the provisions of this Agreement and all requirements in this Agreement in respect of insurances have been complied with.
---	---
2.3	Documents establishing that Ship B is managed commercially by its Approved Commercial Manager and technically by its Approved Technical Manager respectively on terms acceptable to the Lender, together with copies<br> of:
---	---
(a)	the Approved Technical Manager's Document of Compliance;
---	---
(b)	Ship B's Safety Management Certificate (together with any other details of the applicable Safety Management System which the Lender requires) and of any other documents required under the ISM Code and the ISPS<br> Code in relation to Ship B including without limitation an ISSC; and
---	---
(c)	any other trading certificates and evidence in respect of the lightweight of Ship B.
---	---
2.4	An opinion from an independent insurance consultant acceptable to the Lender on such matters relating to the Insurances as the Lender may require.
---	---

119

3	Legal opinions

Legal opinions of the legal advisers to the Lender in the jurisdiction of the Approved Flag of each Ship and such other relevant jurisdictions as the Lender may require.

4	Other documents and evidence
4.1	Evidence that the fees, costs and expenses then due from the Borrowers pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses)<br> have been paid or will be paid by the Utilisation Date.
---	---
4.2	Evidence satisfactory to the Lender that the Pledged Deposit is standing to the credit of the Pledged Deposit Account in accordance with Clause 23.23 (Pledged deposit).
---	---
4.3	A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable (if it has notified the Borrowers accordingly) in connection with the entry into<br> and performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document not previously supplied.
---	---
4.4	A copy of the relevant invoice from the Seller to be provided by the Seller to Borrower B pursuant to the MOA.
---	---
4.5	Evidence that any part of the Purchase Price which is not being financed under the Loan has been paid by Borrower B to the Seller pursuant to the MOA or will be paid together with the Loan.
---	---
4.6	Evidence that upon the Delivery Date, all sums then due (if any) to the Lender in respect of the Existing Indebtedness, other than the sums financed pursuant to Tranche A, have been paid in full to the Lender.
---	---

120

SCHEDULE 3

REQUESTS

PART A

UTILISATION REQUEST

From:	WORLD SHIPPING CO.

Trust Company Complex, Ajeltake Road

Ajeltake Island, Majuro

Marshall Islands MH 96960

and

HONOR SHIPPING CO.

Trust Company Complex, Ajeltake Road

Ajeltake Island, Majuro

Marshall Islands MH 96960

as Borrowers

To:	PIRAEUS BANK S.A.

170, Alexandras Avenue

11521 Athens

Greece

as Lender

Attention: Loans Administration

Dated: [●] 2022

Dear Sirs

World Shipping Co. and Honor Shipping Co. - $38,000,000 Facility Agreement dated [●] 2022 (the "Agreement")

1	We refer to the Agreement. This is the Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2	We wish to borrow the Loan on the following terms:
---	---
Proposed Utilisation Date:	[●] 2022 (or, if that is not a Business Day, the next Business Day)
---	---
Amount
---	---
Tranche A:	$[●]
Tranche B:	$[●]
Interest Period:	[1][3][6] Months

121

3	We confirm that each condition specified in Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent)<br> of the Agreement is satisfied on the date of this Utilisation Request.
4	The proceeds of the Loan should be applied as follows:
---	---
(a)	[the amount of $[●] shall be credited in the Pledged Deposit Account in satisfaction of our obligation under Clause 23.23 (Pledged deposit) of the Agreement;]
---	---
(b)	[the amount of $[●] corresponding to the transaction fee shall be paid to the Lender in satisfaction of the Borrowers; obligation under Clause 11.1 (Transaction fee) of the Agreement;]
---	---
(c)	the balance of Tranche A being $[●] shall be credited to [insert relevant account details]; and
---	---
(d)	the balance of Tranche B being $$[●] shall be credited to [insert account details of the Seller].
---	---
5	We further confirm no part of the proceeds of the Loan shall be used for the purpose of acquiring shares in the share capital of the Lender or other banks and/or financial institutions or acquiring hybrid capital<br> debentures of the Lender or other banks and/or financial institutions.
---	---
6	This Utilisation Request is irrevocable.
---	---
Yours faithfully
---
authorised signatory for
WORLD SHIPPING CO.
authorised signatory for
HONOR SHIPPING CO.

122

PART B

SELECTION NOTICE

From:	WORLD SHIPPING CO.

Trust Company Complex, Ajeltake Road

Ajeltake Island, Majuro

Marshall Islands MH 96960

and

HONOR SHIPPING CO.

Trust Company Complex, Ajeltake Road

Ajeltake Island, Majuro

Marshall Islands MH 96960

as Borrowers

To:	PIRAEUS BANK S.A.

170, Alexandras Avenue

11521 Athens

Greece

as Lender

Dated: [●]

Dear Sirs

World Shipping Co. and Honor Shipping Co. - $38,000,000 Facility Agreement dated [●] 2022 (the "Agreement")

1	We refer to the Agreement. This is a Selection Notice. Terms defined in the Agreement have the same meaning in this Selection Notice unless given a different meaning in this Selection Notice.
2	We request that, subject to paragraph (f) of Clause 9.1 (Selection of Interest Periods) of the Agreement, the next Interest Period for the Loan be [1][3][6] Months.
---	---
3	This Selection Notice is irrevocable.
---	---
Yours faithfully
---
authorised signatory for
WORLD SHIPPING CO.
authorised signatory for
HONOR SHIPPING CO.

123

SCHEDULE 4

TIMETABLES

Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of the Utilisation Request)) or a Selection Notice (Clause 9.1 (Selection of Interest Periods))	Three Business Days before the intended Utilisation Date (Clause 5.1 (Delivery of the Utilisation Request)) or the expiry of the preceding Interest Period<br> (Clause 9.1 (Selection of Interest Periods))
LIBOR is fixed	Quotation Day as of 11:00 am London time

124

SCHEDULE 5

FORM OF COMPLIANCE CERTIFICATE

To:	PIRAEUS BANK S.A.

170, Alexandras Avenue

11521 Athens

Greece

as Lender

From:	Seanergy Maritime Holdings Corp.

Dated: [●]

Dear Sirs

World Shipping Co. and Honor Shipping Co.- $38,000,000 Facility Agreement dated [●] 2022 (the "Agreement")

1	We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance<br> Certificate.
2	We confirm that:
---	---
(a)	the Cash is $[●]; and
---	---
(b)	the Leverage Ratio is [●] per cent.
---	---
3	We confirm that no Default is continuing.
---	---
Signed:
---	---
	Officer of
	SEANERGY MARITIME HOLDINGS CORP.

125

EXECUTION PAGES

BORROWERS
SIGNED by Stavros Gyftakis	)	/s/ Stavros Gyftakis
as attorney-in-fact	)
for and on behalf of	)
WORLD SHIPPING CO.	)
in the presence of:	)
Witness' signature:	)	/s/ VASILIKI EMIRI
Witness' name: VASILIKI EMIRI	)
Witness' address:	)	WATSON FARLEY & WILLIAMS GREECE
		348 SYNGROU AVENUE
		17674 SYNGROU AVENUE
		ATHENS - GREECE
SIGNED by Stavros Gyftakis	)	/s/ Stavros Gyftakis
as attorney-in-fact	)
for and on behalf of	)
HONOR SHIPPING CO.	)
in the presence of:	)
Witness' signature:	)	/s/ VASILIKI EMIRI
Witness' name: VASILIKI EMIRI	)
Witness' address:	)	WATSON FARLEY & WILLIAMS GREECE
		348 SYNGROU AVENUE
		17674 SYNGROU AVENUE
		ATHENS - GREECE
GUARANTOR
SIGNED by Stavros Gyftakis	)	/s/ Stavros Gyftakis
as attorney-in-fact	)
for and on behalf of	)
SEANERGY MARITIME HOLDINGS CORP.	)
in the presence of:	)
Witness' signature:	)	/s/ VASILIKI EMIRI
Witness' name: VASILIKI EMIRI	)
Witness' address:	)	WATSON FARLEY & WILLIAMS GREECE
		348 SYNGROU AVENUE
		17674 SYNGROU AVENUE
		ATHENS - GREECE

126

HEDGE GUARANTORS
SIGNED by Stavros Gyftakis	)	/s/ Stavros Gyftakis
as attorney-in-fact	)
for and on behalf of	)
WORLD SHIPPING CO.	)
in the presence of:	)
Witness' signature:	)	/s/ VASILIKI EMIRI
Witness' name: VASILIKI EMIRI	)
Witness' address:	)	WATSON FARLEY & WILLIAMS GREECE
		348 SYNGROU AVENUE
		17674 SYNGROU AVENUE
		ATHENS - GREECE
SIGNED by Stavros Gyftakis	)	/s/ Stavros Gyftakis
as attorney-in-fact	)
for and on behalf of	)
HONOR SHIPPING CO.	)
in the presence of:	)
Witness' signature:	)	/s/ VASILIKI EMIRI
Witness' name: VASILIKI EMIRI	)
Witness' address:	)	WATSON FARLEY & WILLIAMS GREECE
		348 SYNGROU AVENUE
		17674 SYNGROU AVENUE
		ATHENS - GREECE
ORIGINAL LENDER
SIGNED by	)	/s/ Maria Stamatiou
and by	)	/s/ Athanasios Doudoulas
duly authorised	)
for and on behalf of	)
PIRAEUS BANK S.A.	)
in the presence of:	)
Witness' signature:	)	/s/ VASILIKI EMIRI
Witness' name: VASILIKI EMIRI	)
Witness' address:	)	WATSON FARLEY & WILLIAMS GREECE
		348 SYNGROU AVENUE
		17674 SYNGROU AVENUE
		ATHENS - GREECE

127

Exhibit 4.55

Dated 10 October 2022

$28,000,000

TERM LOAN FACILITY

FELLOW SHIPPING CO.

PREMIER MARINE CO.

as joint and several borrowers

and

SEANERGY MARITIME HOLDINGS CORP.

as Parent Guarantor

and

DANISH SHIP FINANCE A/S

as Original Lender

FACILITY AGREEMENT

relating to

the refinancing of the Existing Indebtedness

over m.v. "FELLOWSHIP" and m.v. "PREMIERSHIP"

and general corporate purposes

Index

Clause		Page
Section 1 Interpretation		2
1	Definitions and Interpretation	2
Section 2 The Facility		29
2	The Facility	29
3	Purpose	29
4	Conditions of Utilisation	30
Section 3 Utilisation		31
5	Utilisation	31
Section 4 Repayment, Prepayment and Cancellation		33
6	Repayment	33
7	Prepayment and Cancellation	33
Section 5 Costs of Utilisation		37
8	Interest	37
9	Interest Periods	38
10	Changes to the Calculation of Interest	38
11	Fees	40
Section 6 Additional Payment Obligations		41
12	Tax Gross Up and Indemnities	41
13	Increased Costs	44
14	Other Indemnities	46
15	Mitigation by the Lender	48
16	Costs and Expenses	49
Section 7 Guarantees and Joint and Several Liability of Borrowers		51
17	Guarantee and Indemnity – Parent Guarantor	51
18	Joint and Several Liability of the Borrowers	54
Section 8 Representations, Undertakings and Events of Default		56
19	Representations	56
20	Information Undertakings	63
21	Financial Covenants	68
22	General Undertakings	70
23	Insurance Undertakings	76
24	General Ship Undertakings	83
25	Security Cover	90
26	Accounts	93
27	Events of Default	93
Section 9 The Lender and the Obligors		98
28	Changes to the Lender	98
29	Changes to the Transaction Obligors	99
Section 10 Administration		100
30	Payment Mechanics	100
31	Set-Off	102
32	Conduct of Business by the Lender	102
33	Bail-In	102
34	Notices	102
35	Calculations and Certificates	104
36	Partial Invalidity	105
37	Remedies and Waivers	105

38	Entire Agreement	105
39	Settlement or Discharge Conditional	105
40	Irrevocable Payment	106
41	Amendments	106
42	Confidential Information	108
43	Confidentiality of Funding Rates	111
44	Counterparts	112
Section 11 Governing Law and Enforcement		113
45	Governing Law	113
46	Enforcement	113
Schedules
Schedule 1 The Parties		114
	Part A The Obligors	114
	Part B The Original Lender	115
Schedule 2 Conditions Precedent		116
	Part A Conditions Precedent to each Utilisation Request	116
	Part B Conditions Precedent to Utilisation– Tranche A and tranche B	119
Schedule 3 Utilisation Request		121
Schedule 4 Form of Compliance Certificate		123
Schedule 5 Timetables		124
Schedule 6 Repayment Schedules		125
Schedule 7 Reference Rate Terms		127
Schedule 8 Daily Non-Cumulative Compounded RFR Rate		131
Schedule 9 Cumulative Compounded RFR Rate		133
Execution
Execution Pages		134

THIS AGREEMENT is made on 10 October 2022

PARTIES

(1)	FELLOW SHIPPING CO., a corporation incorporated in the Republic of the Marshall Islands, with registered number 97694, whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands as borrower ("Borrower A")
(2)	PREMIER MARINE CO., a corporation incorporated in the Republic of the Marshall Islands, with registered number 77643,<br> whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands as borrower ("Borrower B"<br> and together with Borrower A, the "Borrowers")
---	---
(3)	SEANERGY MARITIME HOLDINGS CORP., a corporation incorporated in the Republic of the Marshall Islands, with registered number 27721, whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands as guarantor (the "Parent Guarantor"); and
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(4)	DANISH SHIP FINANCE A/S as lender (the "Original Lender")
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BACKGROUND

The Lender has agreed to make available to the Borrowers a secured term loan facility of up to the lesser of (i) $28,000,000 and (ii) 52 per cent. of the aggregate Initial Market Value of the Ships in two Advances for the purposes of refinancing the Existing Indebtedness in respect of the Ships and for general corporate purposes.

OPERATIVE PROVISIONS

SECTION 1

  INTERPRETATION

1	DEFINITIONS AND INTERPRETATION
1.1	Definitions
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In this Agreement:

"Account Bank" means Joh. Berenberg, Gossler & Co. KG acting through its office at Hamburg, Germany or any replacement bank or other financial institution as may be approved by the Lender.

"Accounting Period" means each consecutive three month period, during the Security Period ending on each Security Cover Testing Date of each financial year.

"Accounts" means the Earnings Accounts and the Retention Accounts.

"Account Security" means a document creating Security over any Account in agreed form.

"Additional Business Day" means any day specified as such in the Reference Rate Terms.

"Advance" means a borrowing of all or part of a Tranche under this Agreement.

"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.

"Annex VI" means Annex VI of the Protocol of 1997 to amend the International Convention for the Prevention of Pollution from Ships 1973 (Marpol), as modified by the Protocol of 1978 relating thereto.

"Approved Brokers" means any firm or firms of insurance brokers approved in writing by the Lender, such approval not to be unreasonably withheld or delayed.

"Approved Classification" means, as at the date of this Agreement:

(a)	in relation to Ship A, 100A1 Bulk Carrier, CSR, BC-A, GRAB[25], Holds Nos. 2, 4, 6 and 8 may be empty, ESP,IWS, LI, LMC UMS, BWTS, Descriptive Notes: ShipRight (SCM), BWMP (T) with the relevant Approved<br> Classification Society; and
(b)	in relation to Ship B, A1, Bulk Carrier, BC-A Holds 2, 4, 6 and 8 may be empty ESP, AMS, ACCU, Additional Notations: BWT, CRC(I), UWILD with the relevant Approved Classification Society,
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or, in each case, or the equivalent classification with another Approved Classification Society.

"Approved Classification Society" means:

(a)	in relation to Ship A, as at the date of this Agreement, Lloyd's Register (LR); and
(b)	i) in relation to Ship B, as at the date of this Agreement, American Bureau of Shipping (ABS),
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or, in each case, any other classification society approved in writing by the Lender (such approval not to be unreasonably withheld or delayed).

"Approved Commercial Manager" means:

(a)	Seanergy Management Corp., a corporation incorporated in the Republic of the Marshall Islands with registered number 29849, whose registered address is at the Trust<br> Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960, Marshall Islands;
(b)	Fidelity Marine Inc., a corporation incorporated in the Republic of the Marshall Islands with registered number 341411 whose registered address is at the Trust Company<br> Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960, Marshall Islands; or
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(c)	any other person approved in writing by the Lender as the commercial manager of a Ship (such approval not to be unreasonably withheld).
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"Approved Crew Manager" means:

(a)	V. Ships Greece Ltd., a corporation incorporated in Bermuda having a registered office at 3^rd^ floor, Par La Ville Place, 14 Par La<br> Ville Road, Hamilton HM08, Bermuda;
(b)	V. Ships Limited, a corporation incorporated and existing under the laws of Cyprus whose registered office is at Zenas Gunther, 16-18, Agia Triada, 3035 Limassol, Cyprus;
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(c)	Global Seaways S.A. of the Republic of the Marshall Islands, with registered number 85479 whose registered address is at Trust Company Complex, Ajeltake Road,<br> Ajeltake Island, Majuro, MH 96960, Marshall Islands;
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(d)	OSM Ship Management B AS of Norway, with registered office at Svinoddveien 12, 4836, Arendal Norway; or
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(e)	any other person approved in writing by the Lender as the crew manager of a Ship (such approval not to be unreasonably withheld).
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"Approved Flag" means, in relation to a Ship, the flag of the Marshall Islands or Isle of Man or any other flag approved in writing by the Lender.

"Approved Manager" means, in relation to a Ship, the Approved Commercial Manager, the Approved Technical Manager or the Approved Crew Manager of that Ship.

"Approved Technical Manager" means:

(a)

in respect of Ship A, Seanergy Shipmanagement Corp., a corporation incorporated in the Republic of the Marshall Islands with registered number 71736, whose registered address is at the Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960, Marshall Islands; and

(b)

in respect of Ship B, either (i) V.Ships Limited, a corporation incorporated and existing under the laws of Cyprus whose registered office is at Zenas Gunther, 16-18, Agia Triada, 3035 Limassol, Cyprus or (ii) Seanergy Shipmanagement Corp., a corporation incorporated in the Republic of the Marshall Islands with registered number 71736, whose registered address is at the Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH 96960, Marshall Islands,

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or, in each case, any other person approved in writing by the Lender as the technical manager of a Ship (such approval not to be unreasonably withheld).

"Approved Valuer" means Arrow Sale & Purshase (UK) Ltd., Braemar Seascope, Clarksons Platou, Fearnleys AS, Galbraiths or Simpson Spence Young (or any Affiliate of such person through which valuations are commonly issued) and any other firm or firms of independent sale and purchase shipbrokers approved in writing by the Lender.

"Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms.

"Assignable Charter" means, in relation to a Ship:

(a)	any time charterparty, consecutive voyage charter or contract of affreightment in respect of that Ship having a duration (or capable of having a duration) of more than 13 months; and
(b)	any consecutive voyage charter of any duration entered into with another member of the Group,
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and, in each case, any guarantee of the obligations of the charterer under such charter in each case made on terms and with a charterer acceptable in all respects to the Lender.

"Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, legalisation or registration.

"Availability Period" means, in respect of a Tranche, the period from and including the date of this Agreement to and including 15 October 2022 or such later date as the Lender and the Borrowers may agree to or, if earlier, the date the Lender's obligation to make that Tranche available is cancelled or terminated.

"Available Facility" means the Commitment minus:

(a)	the amount of the outstanding Loan; and
(b)	in relation to any proposed Utilisation, the amount of any Advance that is due to be made on or before the proposed Utilisation Date.
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"Bail-In Action" means the exercise of any Write-down and Conversion Powers.

"Bail-In Legislation" means:

(a)	in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time<br> to time;
(b)	in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers<br> contained in that law or regulation; and
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(c)	in relation to the United Kingdom, the UK Bail-In Legislation.

"Balloon Instalment" has the meaning given to it in Clause 6.1 (Repayment of Loan).

"Borrower" means Borrower A or Borrower B.

"Break Costs" means any amount specified as such in the Reference Rate Terms.

"Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London, New York, Copenhagen and Athens and in relation to:

(a)	any date for payment or purchase of an amount relating to the Loan, any part of the Loan or Unpaid Sum; or
(b)	the determination of the first day or the last day of an Interest Period for the Loan, any part of the Loan or Unpaid Sum or otherwise in relation to the determination of the length of such an Interest Period,
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which is an Additional Business Day relating to the Loan, that part of the Loan or Unpaid Sum.

"Cash" shall have the meaning given to such term in the Latest Financial Statements (for the avoidance of doubt, including cash equivalents, restricted cash and term deposits).

"Central Bank Rate" has the meaning given to that term in the Reference Rate Terms.

"Central Bank Rate Adjustment" has the meaning given to that term in the Reference Rate Terms.

"Central Bank Rate Spread" has the meaning given to that term in the Reference Rate Terms

"Charter" means, in relation to a Ship, any charter relating to that Ship, or other contract for its employment, whether or not already in existence (including, without limitation, any Assignable Charter).

"Charter Guarantee" means any guarantee, bond, letter of credit or other instrument (whether or not already issued) supporting a Charter.

"Charterparty Assignment" means, in relation to a Ship, the assignment creating Security over the rights of the Borrower owing that Ship under any Assignable Charter and any Charter Guarantee in respect thereof in agreed form.

"Code" means the US Internal Revenue Code of 1986.

"Commercial Management Agreement" means the agreement entered into between the Approved Commercial Manager and Seanergy Management Corp. regarding the commercial management of a Ship, whereby the Borrower owning that Ship has acceded to by means of a deed of accession.

"Commitment" means $28,000,000, to the extent not cancelled or reduced under this Agreement.

"Compliance Certificate" means a certificate in the form set out in Schedule 4 (Form of Compliance Certificate) or in any other form agreed between the Parent Guarantor, the Borrowers and the Lender.

"Compounded Reference Rate" means, in relation to any RFR Banking Day during the Interest Period of the Loan or any part of the Loan, the percentage rate per annum which is the Daily Non-Cumulative Compounded RFR Rate for that RFR Banking Day.

"Compounding Methodology Supplement" means, in relation to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate, a document which:

(a)	is agreed in writing by the Borrowers and the Lender;
(b)	specifies a calculation methodology for that rate; and
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(c)	has been made available to the Borrowers and the Lender.
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"Confidential Information" means all information relating to any Transaction Obligor, the Group, the Finance Documents or the Facility of which the Lender becomes aware in its capacity as, or for the purpose of becoming, the Lender or which is received by the Lender in relation to, or for the purpose of becoming the Lender under, the Finance Documents or the Facility from any member of the Group or any of its advisers in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes:

(a)	information that:
(i)	is or becomes public information other than as a direct or indirect result of any breach by the Lender of Clause 42 (Confidential Information);
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(ii)	is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or
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(iii)	is known by the Lender before the date the information is disclosed to it by any member of the Group or any of its advisers or is lawfully obtained by the Lender after that date, from a source which is, as far as<br> the Lender is aware, unconnected with the Group and which, in either case, as far as the Lender is aware, has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality; and
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(b)	any Funding Rate.
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"Crew Management Agreement" means the agreement entered into between a Borrower and the Approved Crew Manager regarding the crew management of a Ship.

"Cumulative Compounded RFR Rate" means, in relation to an Interest Period for the Loan or any part of the Loan, the percentage rate per annum determined by the Lender in accordance with the methodology set out in Schedule 9 (Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

"Daily Non-Cumulative Compounded RFR Rate" means, in relation to any RFR Banking Day during an Interest Period for the Loan or any part of the Loan, the percentage rate per annum determined by the Lender in accordance with the methodology set out in Schedule 8 (Daily Non-Cumulative Compounded RFR Rate) or in any relevant Compounding Methodology Supplement.

"Daily Rate" means the rate specified as such in the Reference Rate Terms.

"Deed of Release" means a deed releasing the Existing Security in a form acceptable to the Lender.

"Default" means an Event of Default or a Potential Event of Default.

"Delegate" means any delegate, agent, attorney or co-trustee appointed by the Lender.

"Disruption Event" means either or both of:

(a)	a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operate in order for payments to be made in connection with the Facility (or<br> otherwise in order for the transactions contemplated by the Finance Documents to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties or, if applicable, any Transaction Obligor; or
(b)	the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or payments operations of a Party or, if applicable, any Transaction Obligor preventing<br> that, or any other, Party or, if applicable, any Transaction Obligor:
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(i)	from performing its payment obligations under the Finance Documents; or
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(ii)	from communicating with other Parties or, if applicable, any Transaction Obligor in accordance with the terms of the Finance Documents,
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and which (in either such case) is not caused by, and is beyond the control of, the Party or, if applicable, any Transaction Obligor whose operations are disrupted.

"Document of Compliance" has the meaning given to it in the ISM Code.

"dollars" and "$" mean the lawful currency, for the time being, of the United States of America.

(a)	the following, save to the extent that any of them is, with the prior written consent of the Lender, pooled or shared with any other person:

(i)	all freight, hire and passage moneys including, without limitation, all moneys payable under, arising out of or in connection with a Charter or a Charter Guarantee;
(ii)	the proceeds of the exercise of any lien on sub-freights;
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(iii)	compensation payable to a Borrower or the Lender in the event of requisition of that Ship for hire or use;
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(iv)	remuneration for salvage and towage services;
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(v)	demurrage and detention moneys;
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(vi)	without prejudice to the generality of sub-paragraph (i) above, damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of that Ship;
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(vii)	all moneys which are at any time payable under any Insurances in relation to loss of hire;
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(viii)	all monies which are at any time payable to a Borrower in relation to general average contribution; and
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(b)	if and whenever that Ship is employed on terms whereby any moneys falling within sub-paragraphs (i) to (viii) of paragraph (a) above are pooled or shared with any other person, that proportion of the net receipts of<br> the relevant pooling or sharing arrangement which is attributable to that Ship.
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"Earnings Account" means, in relation to a Borrower:

(a)	an account in the name of that Borrower with the Account Bank designated "USD Current Account";
(b)	any other account in the name of that Borrower with the Account Bank which may, with the prior written consent of the Lender, be opened in the place of the account referred to in paragraph (a) above, irrespective of<br> the number or designation of such replacement account; or
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(c)	any sub-account of any account referred to in paragraphs (a) or (b) above.
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"EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway.

"Environmental Approval" means any present or future permit, ruling, variance or other Authorisation required under any Environmental Law.

"Environmental Incident" means:

(a)	any release, emission, spill or discharge of Environmentally Sensitive Material whether within a Ship or from a Ship into any other vessel or into or upon the air, water, land or soils (including the seabed) or<br> surface water; or
(b)	any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water from a vessel other than any<br> Ship and which involves a collision between any Ship and such other vessel or some other incident of navigation or operation, in either case, in connection with which a Ship is actually or potentially liable to be arrested, attached, detained<br> or injuncted and/or a Ship and/or any Transaction Obligor and/or any operator or manager of a Ship is at fault or allegedly at fault or otherwise liable to any legal or administrative action; or
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(c)	any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils (including the seabed) or surface water otherwise than from a<br> Ship and in connection with which a Ship is actually or potentially liable to be arrested and/or where any Transaction Obligor and/or any operator or manager of a Ship is at fault or allegedly at fault or otherwise liable to any legal or<br> administrative action, other than in accordance with an Environmental Approval.
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"ESG Presentation" means the Parent Guarantor's environmental, social and corporate governance included in the corporate presentation published by the Parent Guarantor on its website on September 2022.

"EU Bail-In Legislation Schedule" means the document described as such and published by the LMA from time to time.

"euro" and "€" means the single currency unit of the Participating Member States.

"EU Ship Recycling Regulation" means Regulation (EU) No 1257/2013 of the European Parliament and of the Council of 20 November 2013 on ship recycling and amending Regulation (EC) No 1013/2006 and Directive 2009/16/EC.

"Event of Default" means any event or circumstance specified as such in Clause 27 (Events of Default).

"Existing Lender" means Unicredit Bank AG.

"Existing Facility Agreement" means the facility agreement dated 11 September 2015 (as amended and/or supplemented and/or restated from time to time) and entered into between (i) the Borrowers as joint and several borrowers, (ii) the Parent Guarantor, as guarantor and (iii) the Existing Lender, as lender.

"Existing Indebtedness" means, at any date, the outstanding Financial Indebtedness of the Borrowers on that date under the Existing Facility Agreement.

"Existing Security" means any Security created to secure the Existing Indebtedness.

"Facility" means the term loan facility made available under this Agreement as described in Clause 2 (The Facility).

"Facility Office" means the office or offices through which the Lender will perform its obligations under this Agreement.

"FATCA" means:

(a)	sections 1471 to 1474 of the Code or any associated regulations;
(b)	any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of any law or<br> regulation referred to in paragraph (a) above; or
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(c)	any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation<br> authority in any other jurisdiction.
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"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA.

"FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction.

"Finance Document" means:

(a)	this Agreement;
(b)	each Utilisation Request;
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(c)	any Reference Rate Supplement;
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(d)	any Compounding Methodology Supplement;
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(e)	any Security Document;
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(f)	any Subordination Agreement;
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(g)	any other document which is executed for the purpose of establishing any priority or subordination arrangement in relation to the Secured Liabilities; or
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(h)	any other document designated as such by the Lender and the Borrowers.
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"Financial Indebtedness" means any indebtedness for or in relation to:

(a)	moneys borrowed;
(b)	any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;
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(c)	any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
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(d)	the amount of any liability in relation to any lease or hire purchase contract which would, in accordance with GAAP, be treated as a balance sheet liability;
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(e)	receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);
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(f)	any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any other paragraph of this definition having the commercial effect of a borrowing;
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(g)	any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to<br> market value (or, if any actual amount is due as a result of the termination or close-out of that derivative transaction, that amount) shall be taken into account);
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(h)	any counter-indemnity obligation in relation to a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and
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(i)	the amount of any liability in relation to any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.
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"Fleet Market Value" means, in relation to the Fleet Vessels, as at the date of calculation, the aggregate Market Value thereof as most recently determined.

"Fleet Vessels" means the vessels from time to time owned directly or indirectly by the Parent Guarantor or which are chartered to the Parent Guarantor or its Subsidiaries by way of a time charter agreement of duration exceeding 18 months (including extensions options), financial lease, bareboat or demise charter and "Fleet Vessel" means any of them.

"Funding Rate" means any individual rate notified by the Lender to the Borrowers pursuant to sub-paragraph (ii) of paragraph (a) of Clause 10.3 (Cost of funds).

"GAAP" means generally accepted accounting principles in the US or IFRS.

"General Assignment" means, in relation to a Ship, the general assignment creating Security over:

(a)	that Ship's Earnings, its Insurances and any Requisition Compensation in relation to that Ship; and
(b)	any Charter and any Charter Guarantee in relation to that Ship,
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in agreed form.

"Group" means the Parent Guarantor and its Subsidiaries from time to time.

"Group Structure Chart" means the group structure chart provided by the Parent Guarantor to the Lender and in such form as agreed between the Parent Guarantor and the Lender.

"Holding Company" means, in relation to a person, any other person in relation to which it is a Subsidiary.

"IFRS" means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevant financial statements.

"Indemnified Person" has the meaning given to it in Clause 14.2 (Other indemnities).

"Initial Market Value" means, in relation to a Ship, the Market Value of that Ship determined pursuant to a valuation (or, if required by the Lender, two valuations) provided to the Lender under paragraph 6.1 of Part Aof Schedule 2 (Conditions Precedent).

"Insurances" means, in relation to a Ship:

(a)	all policies and contracts of insurance, including entries of that Ship in any protection and indemnity or war risks association, effected in relation to that Ship, the Earnings or otherwise in relation to that Ship<br> whether before, on or after the date of this Agreement; and
(b)	all rights and other assets relating to, or derived from, any of such policies, contracts or entries, including any rights to a return of premium and any rights in relation to any claim whether or not the relevant<br> policy, contract of insurance or entry has expired on or before the date of this Agreement.
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"Interest Payment" means the aggregate amount of interest that is, or is scheduled to become, payable under any Finance Document.

"Interest Payment Date" has the meaning given to it in Clause 8.2 (Payment of interest).

"Interest Period" means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

"Inventory of Hazardous Materials" means, in relation to a Ship, an inventory certificate or statement of compliance (as applicable) issued by the relevant classification society or shipyard authority which is supplemented by a list of any and all materials known to be potentially hazardous utilised in the construction of, or otherwise installed on, that Ship, pursuant to the requirements of the EU Ship Recycling Regulation and/or the Safe and Environmentally Sound Recycling of Ships, 2009.

"ISSC" means an International Ship Security Certificate issued under the ISPS Code.

"Latest Financial Statements" means, as at the date of calculation or, as the case may be, in respect of an Accounting Period, the annual audited or (as the case may be) quarterly unaudited (in respect of the Accounting Period of each financial year) consolidated financial statements the Parent Guarantor is obliged to deliver to the Lender pursuant to Clause 20.2 (Financial statements).

"Lender" means:

(a)	the Original Lender; and
(b)	any bank, financial institution, trust, fund or other entity which has become the Lender in accordance with Clause 28 (Changes to the Lender),
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which in each case has not ceased to be a Party in accordance with this Agreement.

"Leverage Ratio" means, as at the date of calculation, the ratio (expressed as a percentage) of Net Debt to Market Value Adjusted Total Assets less Cash.

"LMA" means the Loan Market Association or any successor organisation.

"Loan" means the loan to be made available under the Facility or the aggregate principal amount outstanding for the time being of the borrowings under the Facility and a "part of the Loan" means an Advance, a Tranche, a part of a Tranche or any other part of the Loan as the context may require.

"Lookback Period" means the number of days specified as such in the Reference Rate Terms.

"Management Agreement" means a Technical Management Agreement, a Commercial Management Agreement or a Crew Management Agreement.

"Manager's Undertaking" means, in relation to a Ship, the letter of undertaking from each of its Approved Manager (other than the Approved Crew Manager), subordinating the rights of that Approved Manager (other than the Approved Crew Manager) against that Ship and the relevant Borrower to the rights of the Lender and including (inter alia) a first priority assignment of that Approved Manager's (other than the Approved Crew Manager's) rights, title and interest in the Insurances of that Ship in agreed form.

"Mandatory Cost" has the meaning given to it in Clause 14.3 (Mandatory Cost).

"Margin" means the percentage rate per annum specified as such in the Reference Rate Terms.

"Market Disruption Rate" means the rate (if any) specified as such in the Reference Rate Terms.

(a)	as at a date not more than 30 days previously (and in relation to the valuation for the purposes of determining the Initial Market Value, 10 days previously);
(b)	by an Approved Valuer selected and appointed by the Lender;
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(c)	with or without physical inspection of that Ship or vessel (as the Lender may require); and
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(d)	on the basis of a sale for prompt delivery for a price payable in full in cash on delivery on normal arm's length commercial terms as between a willing seller and a willing buyer on an "as is where is" basis, free<br> of any Charter,
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Provided that the Borrowers may request a second valuation, such second valuation to be provided on the same terms as above and the Market Value will be the arithmetic mean of the two valuations. If the market value of that Ship as evidenced in one of the two valuations provided as per above exceeds by more than 10 per cent. the market value of that Ship as evidenced in the other valuation to be provided under paragraph (a) above (such difference to be determined with reference to the lowest valuation), then a third valuation shall be obtained by an Approved Valuer (selected and appointed by the Lender) prepared in accordance with the above requirements referred under paragraph (a) above and the Market Value of that Ship shall be determined as the arithmetic mean of all three valuations.

"Market Value Adjusted Other Assets" means, as at the date of calculation, the Fleet Market Value plus the book value (less depreciation and amortization computed in accordance with the Latest Financial Statements on a consolidated basis) of all non-current assets of the Group (which, without limitation, shall exclude all Fleet Vessels), as stated in the Latest Financial Statements.

"Market Value Adjusted Total Assets" means, as at the date of calculation, the aggregate of the Market Value Adjusted Other Assets and the Total Current Assets.

"Material Adverse Effect" means a material adverse effect on:

(a)	the business, operations, property, condition (financial or otherwise) or prospects of any Transaction Obligor; or
(b)	the ability of any Transaction Obligor to perform its obligations under any Finance Document; or
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(c)	the validity or enforceability of, or the effectiveness or ranking of any Security granted or intended to be granted pursuant to any of, the Finance Documents or the rights or remedies of the Lender under any of the<br> Finance Documents.
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"Month" means, in relation to an Interest Period (or any other period for the accrual of commission or fees), a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, subject to adjustment in accordance with the rules specified as Business Day Conventions in the Reference Rate Terms.

"Mortgage" means, in relation to a Ship, a first preferred Marshall Islands ship mortgage on that Ship in agreed form or any replacement first preferred or first priority ship mortgage on that Ship under the laws of an Approved Flag in agreed form.

"Net Debt" means, as at the date of calculation, the Total Debt less Cash, in each case as stated in the Latest Financial Statements.

"Notes" means, as at the date of calculation, the aggregate outstanding amount of certain notes or bonds issued or to be issued by the Parent Guarantor to certain lenders/holders.

"Obligor" means a Borrower or the Parent Guarantor.

"Original Financial Statements" means:

(a)	in relation to the Parent Guarantor:
(i)	the audited consolidated financial statements of the Group for its financial year ended 31 December 2021; and
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(ii)	the unaudited consolidated financial statements of the Group for its financial quarter year ended 30 June 2022;
---	---
(b)	in relation to each Borrower:
---	---
(i)	its unaudited financial statements for its financial year ended December 2021; and
---	---
(ii)	its unaudited consolidated financial statements for its financial quarter year ended 30 June 2022.
---	---

"Original Jurisdiction" means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of this Agreement.

"Overseas Regulations" means the Overseas Companies Regulations 2009 (SI 2009/1801).

"Party" means a party to this Agreement.

"Perfection Requirements" means the making or procuring of filings, stampings, registrations, notarisations, endorsements, translations and/or notifications of any Finance Document (and/or any Security created under it) necessary for the validity, enforceability (as against the relevant Obligor or any relevant third party) and/or perfection of that Finance Document.

"Permitted Charter" means, in relation to a Ship, a Charter:

(a)	which is a time, voyage or consecutive voyage charter;
(b)	the duration of which does not exceed and is not capable of exceeding, by virtue of any optional extensions, 13 months, unless it is an Assignable Charter that has been approved by the Lender and has been assigned<br> to the Lender pursuant to a Charterparty Assignment;
---	---

(c)	which is entered into on bona fide arm's length terms at the time at which that Ship is fixed; and
(d)	in relation to which not more than two months' hire is payable in advance,
---	---

and any other Charter which is approved in writing by the Lender.

"Permitted Financial Indebtedness" means:

(a)	any Financial Indebtedness incurred under the Finance Documents;
(b)	until the Utilisation Date of each Tranche, the relevant Existing Indebtedness being financed by that Tranche;
---	---
(c)	any Financial Indebtedness that is subordinated to all Financial Indebtedness incurred under the Finance Documents pursuant to a Subordination Agreement or otherwise and which is, in the case of any such Financial<br> Indebtedness of a Borrower, the subject of Subordinated Debt Security; and
---	---
(d)	any Financial Indebtedness incurred or created, in a Borrower's or each Approved Manager's ordinary course of business and in respect of the Parent Guarantor, in the ordinary course of its business of holding single<br> purpose shipowning Subsidiaries, assisting such Subsidiaries with acquiring and financing their vessels and providing guarantees to secure the liabilities of such Subsidiaries (including any Notes issued by the Parent Guarantor or any of its<br> Subsidiaries other than the Borrowers).
---	---

"Permitted Security" means:

(a)	Security created by the Finance Documents;
(b)	until the Utilisation Date of each Tranche, the Existing Security relating to the Ship being financed under that Tranche;
---	---
(c)	liens for unpaid master's and crew's wages in accordance with first class ship ownership and management practice and not being enforced through arrest;
---	---
(d)	liens for salvage;
---	---
(e)	liens for master's disbursements incurred in the ordinary course of trading in accordance with first class ship ownership and management practice and not being enforced through arrest; and
---	---
(f)	any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of any Ship:
---	---
(i)	not as a result of any default or omission by any Borrower;
---	---
(ii)	not being enforced through arrest; and
---	---
(iii)	subject, in the case of liens for repair or maintenance, to Clause 24.16 (Restrictions on chartering, appointment of managers etc.),
---	---

"Poseidon Principles" means the financial industry framework for assessing and disclosing the climate alignment of ship finance portfolios published in June 2019 as the same may be amended or replaced to reflect changes in applicable law or regulation or the introduction of or changes to mandatory requirements of the International Maritime Organisation from time to time.

"Potential Event of Default" means any event or circumstance specified in Clause 27 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

"Prohibited Person" means any person (whether designated by name or by reason of being included in a class of persons):

(a)	listed on, or 50% or more owned in aggregate or controlled by a person listed on, or acting on behalf of a person listed on, any Sanctions List;
(b)	resident, located or having a place of business in, incorporated under the laws of, or owned or (directly or indirectly) controlled by, or acting on behalf of, a person resident, located or having a place of<br> business in or organised under the laws of a country or territory that is the target of country-wide or territory-wide Sanctions; or
---	---
(c)	otherwise a target of Sanctions (including a person with whom a US person or other national under the jurisdiction of a Sanctions Authority would be prohibited or restricted by law from engaging in trade, business<br> or other activities).
---	---

"Receiver" means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets.

"Reference Rate Supplement" means a document which:

(a)	is agreed in writing by the Borrowers and the Lender;
(b)	specifies the relevant terms which are expressed in this Agreement to be determined by reference to Reference Rate Terms; and
---	---
(c)	has been made available to the Borrowers and the Lender.
---	---

"Reference Rate Terms" means the terms set out in Schedule 9 (Cumulative Compounded RFR Rate) or in any Reference Rate Supplement.

"Relevant Jurisdiction" means, in relation to a Transaction Obligor:

(a)	Its Original Jurisdiction;
(b)	any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security created, or intended to be created, by it is situated;
---	---
(c)	any jurisdiction where it conducts its business; and
---	---
(d)	the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it.
---	---

"Relevant Market" means the market specified as such in the Reference Rate Terms.

"Repayment Date" means each date on which a Repayment Instalment is required to be paid under Clause 6.1 (Repayment of Loan).

"Repayment Instalment" has the meaning given to it in Clause 6.1 (Repayment

    of Loan\).

"Repayment Schedule" means each of the repayment schedules in Schedule 6 (Repayment Schedules).

"Repeating Representation" means each of the representations set out in Clause 19 (Representations) except Clause 19.10 (Insolvency), Clause 19.11 (No filing or stamp taxes) and Clause 19.12 (Deduction of Tax) and any representation of any Transaction Obligor made in any other Finance Document that is expressed to be a "Repeating Representation" or is otherwise expressed to be repeated.

"Reporting Day" means the day (if any) specified as such in the Reference Rate Terms.

"Reporting Time" means the relevant time (if any) specified as such in the Reference Rate Terms.

"Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian.

"Requisition" means, in relation to a Ship:

(a)

any expropriation, confiscation, requisition (excluding a requisition for hire or use which does not involve a requisition for title) or acquisition of that Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected (whether de jure or de facto) by any government or official authority or by any person or persons claiming to be or to represent a government or official authority; and

(b)

any capture or seizure of that Ship (including any hijacking or theft) by any person whatsoever.

---

"Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers.

"Retention Account" means, in relation to a Borrower:

(a)	an account in the name of that Borrower with the Account Bank designated "USD Cash Collateral Account";
(b)	any other account in the name of that Borrower with the Account Bank which may, with the prior written consent of the Lender, be opened in the place of the account referred to in paragraph (a) above, irrespective of<br> the number or designation of such replacement account; or
---	---
(c)	any sub-account of any account referred to in paragraphs (a) or (b) above.
---	---

"RFR" means the rate specified as such in the Reference Rate Terms.

"RFR Banking Day" means any day specified as such in the Reference Rate Terms.

"Safety Management Certificate" has the meaning given to it in the ISM Code.

"Safety Management System" has the meaning given to it in the ISM Code.

"Sanctions" means the economic or financial sanctions laws, orders and/or regulations, trade embargoes, prohibitions, decisive executive orders or restrictive measures implemented, adapted, improved, administered, enacted or enforced by any Sanctions Authority (whether or not any Transaction Obligor or any Affiliate of any Transaction Obligor is legally bound to comply with such laws, regulations, embargoes or measures).

"Sanctions Authority" means any of:

(a)	the United States of America;
(b)	the United Nations;
---	---
(c)	the European Union;
---	---
(d)	any member state of the European Economic Area;
---	---
(e)	the United Kingdom; or
---	---
(f)	any country which any Obligor is registered,
---	---

and includes any government entity of any of the above, including, without limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State, the United States Department of Commerce or any other agency of the United States Government, the United Nations Security Council, the European Union or Her Majesty's Treasury of the United Kingdom.

"Sanctions List" means:

(a)	the "Specially Designated Nationals and Blocked Persons" list maintained by OFAC;
(b)	the Consolidated List of persons, groups and entities subject to the European Union financial sanctions;
---	---

(c)	in the case of Her Majesty's Treasury of the United Kingdom, the Consolidated List of Financial Sanctions Targets and the List of Persons subject to Restrictive Measures in View of Russia's Actions Destabilising the<br> situation in Ukraine; or
(d)	any similar list maintained by, or public announcement of Sanctions designation made by, any other Sanctions Authority.
---	---

"Security" means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having the effect of conferring security.

"Security Assets" means all of the assets of the Transaction Obligors which from time to time are, or are expressed to be, the subject of the Transaction Security.

"Security Cover Testing Date" means, in relation to a Ship, 31 March, 30 June, 30 September and 31 December in each calendar year during the Security Period.

"Security Document" means:

(a)	any Shares Security;
(b)	any Mortgage;
---	---
(c)	any General Assignment;
---	---
(d)	any Charterparty Assignment;
---	---
(e)	any Account Security;
---	---
(f)	any Manager's Undertaking;
---	---
(g)	any Subordinated Debt Security;
---	---
(h)	any other document (whether or not it creates Security) which is executed as security for the Secured Liabilities; or
---	---
(i)	any other document designated as such by the Lender and the Borrowers.
---	---

"Security Property" means:

(a)	the Transaction Security expressed to be granted in favour of the Lender and all proceeds of that Transaction Security;
(b)	all obligations expressed to be undertaken by a Transaction Obligor to pay amounts in relation to the Secured Liabilities to the Lender and secured by the Transaction Security together with all representations and<br> warranties expressed to be given by a Transaction Obligor or any other person in favour of the Lender; and
---	---

(c)	the Lender's interest in any turnover trust created under the Finance Documents.

"Shares Security" means, in relation to a Borrower, a document creating Security over the share capital in that Borrower in agreed form.

"Ship" means Ship A or Ship B.

"Ship A" means the 179,701 dwt dry bulk carrier vessel "FELLOWSHIP" built in 2010 having IMO no. 9522099 registered in the name of Borrower A under an Approved Flag (which at the date of this Agreement is the Marshall Islands flag) and everything now or in the future belonging to her on board and ashore.

"Ship B" means the 170,024 dwt dry bulk carrier vessel "PREMIERSHIP" built in 2010 having IMO no. 9398747 registered in the name of Borrower B at the date of this Agreement under the flag of the Isle of Man and to be registered in the name of Borrower B on the Utilization Date of Tranche B under the Marshall Islands flag and everything now or in the future belonging to her on board and ashore.

"Specified Time" means a day or time determined in accordance with Schedule 5 (Timetables).

"Statement of Compliance" means a Statement of Compliance related to fuel oil consumption pursuant to regulations 6.6 and 6.7 of Annex VI.

"Subordinated Creditor" means the Parent Guarantor.

"Subordinated Debt Security" means a Security over Subordinated Liabilities entered into or to be entered into by a Subordinated Creditor in favour of the Lender in an agreed form.

"Subordinated Finance Document" means:

(a)	a Subordinated Loan Agreement; and
(b)	any other document relating to or evidencing Subordinated Liabilities.
---	---

"Subordinated Liabilities" means all indebtedness owed or expressed to be owed by the Borrowers to a Subordinated Creditor whether under the Subordinated Finance Documents or otherwise.

"Subordinated Loan Agreement" means any loan agreement made between (a) a Borrower and (b) a Subordinated Creditor.

"Subordination Agreement" means a subordination agreement entered into or to be entered into by each Subordinated Creditor and the Lender in agreed form.

"Subsidiary" means a subsidiary within the meaning of section 1159 of the Companies Act 2006.

"Tax Credit" has the meaning given to it in Clause 12.1 (Definitions).

"Tax Deduction" has the meaning given to it in Clause 12.1 (Definitions).

"Tax Payment" has the meaning given to it in Clause 12.1 (Definitions).

"Technical Management Agreement" means the agreement entered into between a Borrower and the Approved Technical Manager regarding the technical management of a Ship.

"Termination Date" means, in relation to each Tranche, the earlier of:

(a)	the date falling on the fifth anniversary of the Utilisation Date for that Tranche; and
(b)	15 October 2027.
---	---

"Third Parties Act" has the meaning given to it in Clause 1.5 (Third party rights).

"Total Current Assets" means, the aggregate of the cash and marketable securities, trade and other receivables from persons (other than persons being members of the Group) plus inventories, prepaid expenses, voyage expenses and other current assets realisable within one year such amount to be determined on a consolidated basis less any discounts, allowances and activated goodwill, in each case as shown in the Latest Financial Statements.

"Total Loss" means, in relation to a Ship:

(a)	actual, constructive, compromised, agreed or arranged total loss of that Ship; or
(b)	any Requisition of that Ship unless that Ship is returned to the full control of the relevant Borrower within 30 days of such Requisition.
---	---

"Total Loss Date" means, in relation to the Total Loss of a Ship:

(a)	in the case of an actual loss of that Ship, the date on which it occurred or, if that is unknown, the date when that Ship was last heard of;
(b)	in the case of a constructive, compromised, agreed or arranged total loss of that Ship, the earlier of:
---	---
(i)	the date on which a notice of abandonment is given (or deemed or agreed to be given) to the insurers; and
---	---
(ii)	the date of any compromise, arrangement or agreement made by or on behalf of the relevant Borrower with that Ship's insurers in which the insurers agree to treat that Ship as a total loss; and
---	---
(c)	in the case of any other type of Total Loss, the date (or the most likely date) on which it appears to the Lender that the event constituting the total loss occurred.
---	---

"Tranche" means Tranche A or Tranche B.

"Tranche A" means, in relation to Ship A, that part of the Loan made or to be made available to the Borrowers for the purpose of refinancing part of the Existing Indebtedness secured over Ship A in a principal amount not exceeding that specified in Clause 5.3 (Currency and amount) or, as the context may require, the amount outstanding thereunder at any relevant time.

"Tranche B" means, in relation to Ship B, that part of the Loan made or to be made available to the Borrowers for the purpose of refinancing part of the Existing Indebtedness secured over Ship B in a principal amount not exceeding that specified in Clause 5.3 (Currency and amount) or, as the context may require, the amount outstanding thereunder at any relevant time.

"Transaction Document" means:

(a)	a Finance Document;
(b)	a Subordinated Finance Document;
---	---
(c)	any Charter and any Charter Guarantee relating thereto; or
---	---
(d)	any other document designated as such by the Lender and a Borrower.
---	---

"Transaction Obligor" means an Obligor, any Approved Manager who is a member of the Group or any other member of the Group who executes a Transaction Document.

"Transaction Security" means the Security created or evidenced or expressed to be created or evidenced under the Security Documents.

"UK Establishment" means a UK establishment as defined in the Overseas Regulations.

"Unpaid Sum" means any sum due and payable but unpaid by a Transaction Obligor under the Finance Documents.

"US" means the United States of America.

"US Tax Obligor" means:

(a)	a person which is resident for tax purposes in the US; or
(b)	a person some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes.
---	---

"Utilisation" means a utilisation of the Facility.

"Utilisation Date" means the date of a Utilisation, being the date on which the relevant Advance is to be made.

"Utilisation Request" means a notice substantially in the form set out in Schedule 3 (Utilisation Request).

"VAT" means:

(a)	any value added tax imposed by the Value Added Tax Act 1994;
(b)	any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112); and
---	---
(c)	any other tax of a similar nature, whether imposed in the United Kingdom or a member state of the European Union in substitution for, or levied in addition to, such tax referred to in paragraph (a) or (b) above, or<br> imposed elsewhere.
---	---

"Write-down and Conversion Powers" means:

(a)	in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;
(b)	in relation to any other applicable Bail-In Legislation other than the UK Bail-In Legislation:
---	---
(i)	any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other<br> financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or<br> obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under<br> that Bail-In Legislation that are related to or ancillary to any of those powers; and
---	---
(ii)	any similar or analogous powers under that Bail-In Legislation; and
---	---
(c)	in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or<br> affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that<br> liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that<br> liability or any of the powers under that UK Bail-In Legislation that are related to or ancillary to any of those powers.
---	---
1.2	Construction
---	---
(a)	Unless a contrary indication appears, a reference in this Agreement to:
---	---
(i)	the "Account Bank", the "Lender", any "Obligor", any "Party", any "Transaction Obligor" or any other person shall be construed so as to include its successors in title and<br> permitted assigns;
---	---
(ii)	"applicable Sanctions" includes (but is not limited to):
---	---

(i)	any Sanctions applicable to any of the Obligors or any other member of the Group or any of their Affiliates, directors, officers or employees; or
(ii)	any Sanctions which would otherwise apply either directly or indirectly to the performance of any of the Parties' rights and obligations under this Agreement.
---	---
(iii)	"assets" includes present and future properties, revenues and rights of every description;
---	---
(iv)	a liability which is "contingent" means a liability which is not certain to arise and/or the amount of which remains unascertained;
---	---
(v)	"document" includes a deed and also a letter, fax, email or telex;
---	---
(vi)	"expense" means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable Tax including VAT;
---	---
(vii)	the Lender's "cost of funds" in relation to its participation in the Loan or any part of the Loan is a reference to the average cost (determined either on an actual or a<br> notional basis) which the Lender would incur if it were to fund, from whatever source(s) it may reasonably select, an amount equal to the amount of that participation in the Loan or that part of the Loan for a period equal in length to the<br> Interest Period of the Loan or that part of the Loan;
---	---
(viii)	a "Finance Document", a "Security Document" or "Transaction Document" or any other agreement or<br> instrument is a reference to that Finance Document, Security Document or Transaction Document or other agreement or instrument as amended, replaced, novated, supplemented, extended or restated;
---	---
(ix)	"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
---	---
(x)	"law" includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolution of the Council of the European<br> Union, the European Commission, the United Nations or its Security Council;
---	---
(xi)	"proceedings" means, in relation to any enforcement provision of a Finance Document, proceedings of any kind, including an application for a provisional or protective measure;
---	---
(xii)	a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium, partnership or<br> other entity (whether or not having separate legal personality);
---	---
(xiii)	a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or<br> supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;
---	---
(xiv)	a reference to a "Ship", its name, its flag and, if applicable, its port of registry shall include any replacement name, flag and, if applicable, replacement port of registry,<br> in each case, as may be approved in writing from time to time by the Lender;
---	---

(xv)	a provision of law is a reference to that provision as amended or re-enacted from time to time;
(xvi)	a time of day is a reference to London time;
---	---
(xvii)	any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal concept or thing shall, in respect of a jurisdiction other than England, be<br> deemed to include that which most nearly approximates in that jurisdiction to the English legal term;
---	---
(xviii)	words denoting the singular number shall include the plural and vice versa; and
---	---
(xix)	"including" and "in particular" (and other similar expressions) shall be construed as not<br> limiting any general words or expressions in connection with which they are used.
---	---
(b)	Section, Clause and Schedule headings are for ease of reference only and are not to be used for the purposes of construction or interpretation of the Finance Documents.
---	---
(c)	Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under, or in connection with, any Finance Document has the same meaning in that Finance Document or notice as in<br> this Agreement.
---	---
(d)	A reference in this Agreement to a page or screen of an information service displaying a rate shall include:
---	---
(i)	any replacement page of that information service which displays that rate; and
---	---
(ii)	the appropriate page of such other information service which displays that rate from time to time in place of that information service,
---	---

and, if such page or service ceases to be available, shall include any other page or service displaying that rate specified by the Lender after consultation with the Borrowers.

(e)	A reference in this Agreement to a Central Bank Rate shall include any successor rate to, or replacement rate for, that rate.
(f)	Any Reference Rate Supplement overrides anything in:
---	---
(i)	Schedule 7 (Reference Rate Terms); or
---	---
(ii)	any earlier Reference Rate Supplement.
---	---
(g)	A Compounding Methodology Supplement relating to the Daily Non-Cumulative Compounded RFR Rate or the Cumulative Compounded RFR Rate overrides anything relating to that rate in:
---	---
(i)	Schedule 8 (Daily Non-Cumulative Compounded RFR Rate) or Schedule 9 (Cumulative Compounded RFR Rate), as the case may be; or
---	---
(ii)	any earlier Compounding Methodology Supplement.
---	---
(h)	A Potential Event of Default is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has<br> not been waived.
---	---

1.3	Construction of insurance terms

In this Agreement:

"approved" means, for the purposes of Clause 23 (Insurance Undertakings), approved in writing by the Lender.

"obligatory insurances" means all insurances effected, or which any Borrower is obliged to effect, under Clause 23 (Insurance Undertakings) or any other provision of this Agreement or of another Finance Document.

"policy" includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms.

"protection and indemnity risks" means the usual risks covered by a protection and indemnity association which is a member of the International Group of Protection and Indemnity Associations, including pollution risks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull and machinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02) (1/11/03), clause 8 of the Institute Time Clauses (Hulls) (1/10/83) (1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision.

1.4	Agreed forms of Finance Documents

References in Clause 1.1 (Definitions) to any Finance Document being in "agreed form" are to that Finance Document:

(a)	in a form attached to a certificate dated the same date as this Agreement (and signed by each Borrower and the Lender); or
(b)	in any other form agreed in writing between each Borrower and the Lender.
---	---
1.5	Third party rights
---	---
(a)	Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act 1999 (the "Third Parties<br> Act") to enforce or to enjoy the benefit of any term of this Agreement.
---	---
(b)	Notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Agreement at any time.
---	---

(c)	Any Affiliate, Receiver or Delegate or any other person described in paragraph (f) of Clause 14.2 (Other indemnities) may, subject to this Clause 1.5 (Third party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it.

SECTION 2

  THE FACILITY

2	THE FACILITY
2.1	The Facility
---	---

Subject to the terms of this Agreement, the Lender makes available to the Borrowers a dollar term loan facility in two Tranches in an aggregate amount not exceeding the Commitment.

2.2	Borrowers' Agent
(a)	Each Borrower by its execution of this Agreement irrevocably appoints the Parent Guarantor to act on its behalf as its agent in relation to the Finance Documents and irrevocably authorises:
---	---
(i)	the Parent Guarantor on its behalf to supply all information concerning itself contemplated by this Agreement to the Lender and to give all notices and instructions (including Utilisation Requests), to make such<br> agreements and to effect the relevant amendments, supplements and variations capable of being given, made or effected by any Borrower notwithstanding that they may affect the Borrowers, without further reference to or the consent of that<br> Borrower; and
---	---
(ii)	the Lender to give any notice, demand or other communication to that Borrower pursuant to the Finance Documents to the Parent Guarantor,
---	---

and in each case the Borrowers shall be bound as though the Borrowers themselves had given the notices and instructions (including, without limitation, any Utilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice, demand or other communication.

(b)	Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made by the Parent Guarantor or given to the Parent Guarantor under any<br> Finance Document on behalf of a Borrower or in connection with any Finance Document (whether or not known to any Borrower) shall be binding for all purposes on that Borrower as if that Borrower had expressly made, given or concurred with it.<br> In the event of any conflict between any notices or other communications of the Parent Guarantor and any Borrower, those of the Parent Guarantor shall prevail.
3	PURPOSE
---	---
3.1	Purpose
---	---

Each Borrower shall apply all amounts borrowed by it under the Facility only for the purpose stated in the preamble (Background) to this Agreement.

3.2	Monitoring

The Lender is not bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4	CONDITIONS OF UTILISATION
4.1	Initial conditions precedent
---	---

The Borrowers may not deliver a Utilisation Request unless the Lender has received all of the documents and other evidence listed in Part A of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Lender.

4.2	Further conditions precedent

The Lender will only be obliged to comply with Clause 5.4 (Advances) if:

(a)	on the date of the Utilisation Request and on the proposed Utilisation Date and before the Advance is made available:
(i)	no Default which is continuing has occurred or would result from the proposed Advance;
---	---
(ii)	the Repeating Representations (and on the first Utilisation date all the representations set out in Clause 19 (Representations)) to be made by each Obligor are true;
---	---
(iii)	no event described in paragraph (a) of Clause 7.2 (Change of control) has occurred;
---	---
(iv)	in the case of an Advance under any Tranche, the Ship in respect of which such Advance is to be made has neither been sold nor become a Total Loss;
---	---
(v)	there has been no material adverse change in the assets, business or financial condition of or the assets, business or consolidated financial condition of the Group, since 7 July 2022 (being the date of acceptance by the Borrowers of the Lender's initial offer letter);
---	---
(vi)	no other prepayment or cancellation event under Clause 7 (Prepayment and Cancellation) has occurred; and
---	---
(b)	in the case of the Advance under either Tranche, the Lender has received on or before the relevant Utilisation Date, or is satisfied it will receive when the Advance is made available, all of the documents and other<br> evidence listed in Part B of Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Lender;
---	---
4.3	Notification of satisfaction of conditions precedent
---	---

4.4	Waiver of conditions precedent

If the Lender, at its discretion, permits an Advance to be borrowed before any of the conditions precedent referred to in Clause 4.1 (Initial conditions precedent) or Clause 4.2 (Further conditions precedent) has been satisfied, the Borrowers shall ensure that that condition is satisfied within five Business Days after the relevant Utilisation Date or such later date as the Lender may agree in writing with the Borrowers.

SECTION 3

  UTILISATION

5	UTILISATION
5.1	Delivery of a Utilisation Request
---	---
(a)	The Borrowers may utilise a Tranche by delivery to the Lender of a duly completed Utilisation Request not later than the Specified Time.
---	---
(b)	The Borrowers may not deliver more than one Utilisation Request under either Tranche.
---	---
5.2	Completion of a Utilisation Request
---	---
(a)	Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:
---	---
(i)	the proposed Utilisation Date is a Business Day within the relevant Availability Period;
---	---
(ii)	the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);
---	---
(iii)	all applicable deductible items have been completed; and
---	---
(iv)	the proposed Interest Period complies with Clause 9 (Interest Periods).
---	---
(b)	Only one Advance may be requested in each Utilisation Request.
---	---
5.3	Currency and amount
---	---
(a)	The currency specified in a Utilisation Request must be dollars.
---	---
(b)	The amount of the proposed Advance under each Tranche may not exceed the lesser of (i) $14,000,000 and (ii) an amount which equals half of 52 per cent of the aggregate Initial Market Value of the Ships.
---	---
(c)	The amount of the proposed Advance must be an amount which is not more than the Available Facility.
---	---
5.4	Advances
---	---

If the conditions set out in this Agreement have been met, the Lender shall make each Advance available by the Utilisation Date through its Facility Office.

5.5	Cancellation of Commitment

The Commitment in respect of any Tranche which is unutilised at the end of the Availability Period for such Tranche shall then be cancelled.

5.6	Retentions and payment to third parties

The Borrowers irrevocably authorise the Lender:

(a)	to deduct from the proceeds of any Advance any fees then payable to the Lender in accordance with Clause 11 (Fees), any solicitors fees and disbursements together with any<br> applicable VAT and any other items listed as deductible items in the relevant Utilisation Request and to apply them in payment of the items to which they relate; and
(b)	on each Utilisation Date, to pay to, or for the account of, the relevant Borrower which is to utilise the relevant Advance, the balance (after any deduction made in accordance with paragraph (a) above) of the amount<br> of such Advance. That payment shall be made in the case of each Tranche, to the account of the Existing Lender under the Existing Facility Agreement which the Borrowers may specify in the relevant Utilisation Request and any surplus shall be<br> paid to the Borrowers in the account designated by them in the relevant Utilisation Request.
---	---
5.7	Disbursement of Advance to third party
---	---

Payment by the Lender under Clause 5.6 (Retentions and payment to third parties) to a person other than a Borrower shall constitute the making of the relevant Advance and the Borrowers shall at that time become indebted, as principal and direct obligor, to the Lender in an amount equal to that Advance.

5.8	Prepositioning of funds

If, in respect of any proposed Advance under a Tranche, the Lender, at the request of the Borrowers and on terms acceptable to the Lender and in its absolute discretion, prepositions funds with the Existing Lender or any other bank, each Borrower and the Parent Guarantor:

(a)

agree to pay interest on the amount of the funds so prepositioned at the rate described in Clause 8.1 (Calculation of interest) on the basis of successive interest periods of one day and so that interest shall be paid together with the first payment of interest on such Advance after its Utilisation Date or, if such Utilisation Date does not occur, within three Business Days of demand by the Lender; and

(b)

shall, without duplication, indemnify the Lender against any costs, loss or liability it may incur in connection with such arrangement.

---

SECTION 4

  REPAYMENT, PREPAYMENT AND CANCELLATION

6	REPAYMENT
6.1	Repayment of Loan
---	---

The Borrowers shall repay each Tranche by consecutive quarterly instalments (each a "Repayment Instalment")

  and a balloon instalment \(each a "Balloon Instalment"\) in accordance with the relevant Repayment Schedule, the first such Repayment Instalment in respect of each Tranche shall be repaid on the date falling
  three Months after the Utilisation Date in respect of the Advance relating to that Tranche, each subsequent Repayment Instalment shall be payable in three monthly intervals thereafter and the last such Repayment Instalment together with the Balloon
  Instalment in respect of each Tranche on the Termination Date in respect of that Tranche.

6.2	Reduction of Repayment Instalments

If any part of the Facility is cancelled, the Repayment Instalments (including the Balloon Instalments) falling after that cancellation shall be reduced pro rata by the amount cancelled.

6.3	Termination Date

On the final Termination Date, the Borrowers shall additionally pay to the Lender all other sums then accrued and owing under the Finance Documents.

6.4	Reborrowing

No Borrower may reborrow any part of the Facility which is repaid.

7	PREPAYMENT AND CANCELLATION
7.1	Illegality
---	---

If:

it becomes unlawful in any applicable jurisdiction for the Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain all or any part of the Loan or it becomes unlawful for any Affiliate of the Lender for the Lender to do so:

(a)	the Lender shall promptly notify the Borrowers upon becoming aware of that event and the Available Facility will be immediately cancelled; and
(b)	the Borrowers shall prepay the Loan on the last day of the Interest Period for the Loan occurring after the Lender has notified the Borrowers or, if earlier, the date specified by the Lender in the notice delivered<br> to the Borrowers (being no earlier than the last day of any applicable grace period permitted by law) and the Commitment shall be cancelled; and
---	---
(c)	accrued interest and all other amounts accrued for the Lender under the Finance Documents shall be immediately due and payable.
---	---

7.2	Change of control
(a)	If:
---	---
(i)	the Parent Guarantor ceases to directly or indirectly own and control a Borrower; or
---	---
(ii)	the Parent Guarantor ceases to be listed on the Nasdaq or any other stock exchange acceptable to the Lender:
---	---
(A)	the Parent Guarantor shall promptly notify the Lender upon becoming aware of that event; and
---	---
(B)	the Lender may, by not less than 10 Business Days' notice to the Borrowers, cancel the Facility and declare the Loan, together with accrued interest, and all other amounts accrued under the Finance Documents<br> immediately due and payable, whereupon the Facility will be cancelled and the Loan and all such outstanding interest and other amounts will become due and payable within 30 Business Days of the change of control event having occurred.
---	---
(b)	For the purpose of paragraph (a)(i) above "control" means:
---	---
(i)	the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:
---	---
(A)	cast, or control the casting of, 100 per cent. of the maximum number of votes that might be cast at a general meeting of a Borrower; or
---	---
(B)	appoint or remove all, or the majority, of the directors or other equivalent officers of a Borrower; or
---	---
(C)	give directions with respect to the operating and financial policies of a Borrower with which the directors or other equivalent officers of that Borrower are obliged to comply; and/or
---	---
(ii)	the holding beneficially of 100 per cent. of the issued share capital of a Borrower (excluding any part of that issued share capital that carries no right to participate beyond a specified amount in a distribution<br> of either profits or capital).
---	---
7.3	Voluntary and automatic cancellation
---	---
(a)	The Borrowers may, if they give the Lender not less than ten (10) Business Days' (or such shorter period as the Lender may agree) prior notice, cancel the whole or any part (being a<br> minimum amount of $500,000) of the Available Facility. Any cancellation under this Clause 7.3 (Voluntary and automatic cancellation) shall reduce the amount of the relevant Tranche then unutilised<br> rateably.
---	---
(b)	The unutilised Commitment (if any) in respect of a Tranche shall be automatically cancelled at close of business on the Utilisation Date of that Tranche.
---	---
7.4	Voluntary prepayment of a Tranche
---	---
(a)	Subject to paragraph (b) below, the Borrowers may, if they give the Lender not less than ten (10) RFR Banking Days' (or such shorter period as the Lender may agree) prior notice, prepay the whole or any part of the<br> Loan (but, if in part, being an amount that reduces the amount of the Loan by a minimum amount of $500,000 or a multiple of that amount).
---	---

(b)	The Loan may only be prepaid after the last day of the Availability Period (or, if earlier, the day on which the Available Facility is zero).
(c)	If more than two voluntary prepayments in part of the Loan are made in any 12-month period beginning on the first Utilisation Date, the Borrowers shall upon demand from the Lender, pay a fee to the Lender in the<br> amount of $5,000 in respect of each such additional voluntary prepayment.
---	---
(d)	Any partial prepayment under this Clause 7.4 (Voluntary prepayment of a Tranche) shall be applied against the outstanding Repayment Instalments (excluding, for the avoidance<br> of doubt, the Balloon Instalment) of the Tranche specified by the Borrowers in order of maturity.
---	---
7.5	Mandatory prepayment on sale or Total Loss
---	---
(a)	If a Ship is sold (without prejudice to paragraph (a) of Clause 22.12 (Disposals)) or becomes a Total Loss, the Borrowers shall on the Relevant Date prepay all outstanding<br> amounts under the Tranche applicable to such Ship.
---	---
(b)	On the Relevant Date, the Borrowers shall also prepay such part of the Loan as shall eliminate any shortfall arising if the ratio set out in Clause 25 (Security Cover) were<br> applied immediately following the payment referred to in paragraph (a) above.
---	---
(c)	In this Clause 7.5 (Mandatory prepayment on sale or Total Loss):
---	---

"Relevant Amount" means the amount required to be prepaid under paragraphs (a) and (b) of this Clause 7.5 (Mandatory

    prepayment on sale or Total Loss\).

"Relevant Date" means:

(i)	in the case of a sale of a Ship, the date on which the sale is completed by delivery of that Ship and transfer of title of that Ship to the buyer; and
(ii)	in the case of a Total Loss:
---	---
(A)	if and to the extent that such prepayment is not, in the reasonable opinion of the Lender, covered by the proceeds of insurance payable in respect of such Total Loss, within thirty (30) days after the Total Loss<br> Date; and
---	---
(B)	if and to the extent that such prepayment is, in the reasonable opinion of the Lender, covered by the proceeds of insurance relating to such Total Loss, on the earlier of (1) the date falling six (6) Months after<br> the Total Loss Date (or, if the Lender has received a written confirmation from the relevant insurers that the full insurance claim relating to such Total Loss will be covered in such form as the Lender may reasonably require, such period<br> shall be extended to twelve (12) Months after the Total Loss Date) and (2) the date of receipt by the Lender of the proceeds of insurance relating to such Total Loss.
---	---

(d)	Any surplus following the prepayment of the relevant Tranche pursuant to this Clause 7.5 (Mandatory prepayment on sale or Total Loss) shall be applied towards prepayment of<br> the other Tranche's Balloon Instalment and the Repayment Instalments in inverse order of maturity.
7.6	Restrictions
---	---
(a)	Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless a contrary indication appears<br> in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.
---	---
(b)	Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid in connection with that prepayment and, subject to any Break Costs, without premium or penalty.
---	---
(c)	No Borrower may reborrow any part of the Facility which is prepaid.
---	---
(d)	No Borrower shall repay or prepay all or any part of the Loan or cancel all or any part of the Commitment except at the times and in the manner expressly provided for in this Agreement.
---	---
(e)	No amount of the Commitment cancelled under this Agreement may be subsequently reinstated.
---	---

SECTION 5

  COSTS OF UTILISATION

8	INTEREST
8.1	Calculation of interest
---	---
(a)	The rate of interest on the Loan or any part of the Loan for any day during an Interest Period is the percentage rate per annum which is the aggregate of:
---	---
(i)	the Margin;
---	---
(ii)	the Compounded Reference Rate for that day.
---	---
(b)	If any day during an Interest Period for the Loan or any part of the Loan is not an RFR Banking Day, the rate of interest on the Loan or that part of the Loan for that day will be the rate applicable to the<br> immediately preceding RFR Banking Day.
---	---
8.2	Payment of interest
---	---

The Borrowers shall pay accrued interest on the Loan or any part of the Loan on the last day of each Interest Period (each an "Interest Payment Date").

8.3	Default interest
(a)	If an Obligor fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after<br> judgment) at a rate which is two per cent. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive<br> Interest Periods, each of a duration selected by the Lender. Any interest accruing under this Clause 8.3 (Default interest) shall be immediately payable by the Obligor on demand by the Lender.
---	---
(b)	Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to that Unpaid Sum but will remain immediately due and payable.
---	---
8.4	Notifications
---	---
(a)	The Lender shall promptly upon an Interest Payment being determinable, notify:
---	---
(i)	the Borrowers of that Interest Payment;
---	---
(ii)	the Borrowers of:
---	---
(A)	each applicable rate of interest relating to the determination of that Interest Payment; and
---	---
(B)	to the extent it is then determinable, the Market Disruption Rate (if any) relating to the Loan or the relevant part of the Loan.
---	---

This paragraph (a) shall not apply to any Interest Payment determined pursuant to Clause 10.3 (Cost of funds).

(b)	The Lender shall promptly notify the Borrowers of the Funding Rate relating to the Loan or any part of the Loan.
(c)	The Lender shall promptly notify the Borrowers of the determination of a rate of interest relating to the Loan or any part of the Loan to which Clause 10.3 (Cost of funds)<br> applies.
---	---
(d)	This Clause 8.4 (Notifications) shall not require the Lender to make any notification to any Party on a day which is not a Business Day.
---	---
9	INTEREST PERIODS
---	---
9.1	Selection of Interest Periods
---	---
(a)	The Interest Period for each Tranche shall be three Months or any other period agreed between the Borrowers and the Lender.
---	---
(b)	An Interest Period in respect of a Tranche or any part of a Tranche shall not extend beyond the relevant Termination Date.
---	---
(c)	The first Interest Period for each Tranche shall start on the first Utilisation Date relating to such Tranche and each subsequent Interest Period shall start on the last day of its preceding Interest Period.
---	---
(d)	Each Tranche shall have one Interest Period only at any time.
---	---
9.2	Changes to Interest Periods
---	---
(a)	In respect of a Repayment Instalment, before the first day of an Interest Period for the relevant Tranche, the Lender may establish an Interest Period for a part of the relevant Tranche equal to such Repayment<br> Instalment to end on the Repayment Date relating to it.
---	---
(b)	If the Lender makes any change to an Interest Period referred to in this Clause 9.2 (Changes to Interest Periods), it shall promptly notify the Borrowers.
---	---
9.3	Non-Business Days
---	---

Any rules specified as "Business Day Conventions" in the Reference Rate Terms shall apply to each Interest Period.

10	CHANGES TO THE CALCULATION OF INTEREST
10.1	Interest calculation if no RFR or Central Bank Rate
---	---

If:

(a)	there is no RFR or Central Bank Rate for the purposes of calculating the Daily Non-Cumulative Compounded RFR Rate for an RFR Banking Day during an Interest Period for the Loan or any part of the Loan; and
(b)	"Cost of funds will apply as a fallback" is specified in the Reference Rate Terms,
---	---

Clause 10.3 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for that Interest Period.

10.2	Market disruption

If:

(i)	a Market Disruption Rate is specified in the Reference Rate Terms; and
(ii)	before the Reporting Time for the Loan or any part of the Loan, the Lender notifies the Borrowers that its cost of funds relating to its participation in the Loan or that part of the Loan would be in excess of that<br> Market Disruption Rate,
---	---

then Clause 10.3 (Cost of funds) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period.

10.3	Cost of funds
(a)	If this Clause 10.3 (Cost of funds) applies to the Loan or part of the Loan for an Interest Period, Clause 8.1 (Calculation<br><br><br><br><br> of interest) shall not apply to the Loan or that part of the Loan for that Interest Period and the rate of interest on the Loan or that part of the Loan for that Interest Period shall be the percentage rate per annum which is the sum<br> of:
---	---
(i)	the Margin; and
---	---
(ii)	the rate notified to the Borrowers by the Lender as soon as practicable and in any event by the Reporting Time for the Loan or that part of the Loan to be that which expresses as a percentage rate per annum its cost<br> of funds relating to its participation in the Loan or that part of the Loan.
---	---
(b)	If this Clause 10.3 (Cost of funds) applies and the Lender or the Borrowers so require, the Lender and the Borrowers shall enter into negotiations (for a period of not more<br> than 30 days) with a view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.
---	---
(c)	Subject to Clause 41.1 (Changes to reference rates), any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with the prior consent of the Lender<br> and the Borrowers, be binding on all Parties.
---	---
(d)	If a substitute or alternative basis is not agreed pursuant to paragraph (c) above, the rate of interest shall continue to be determined in accordance with paragraph (a) above.
---	---
(e)	If paragraph (f) below does not apply and any rate notified to the Lender under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.
---	---
(f)	If this Clause 10.3 (Cost of funds) applies pursuant to Clause 10.2 (Market disruption) and the Lender's Funding Rate is less than<br> the relevant Market Disruption Rate, the Lender's cost of funds relating to the Loan or the relevant part of the Loan for that Interest Period shall be deemed, for the purposes of sub-paragraph (ii) of paragraph (a) above, to be the Market<br> Disruption Rate for the Loan or that part of the Loan.
---	---
(g)	If this Clause 10.3 (Cost of funds) applies, the Lender shall, as soon as is practicable, notify the Borrowers.
---	---

10.4	Break Costs
(a)	If an amount is specified as Break Costs in the Reference Rate Terms, the Borrowers shall, within three Business Days of demand by the Lender, pay to the Lender its Break Costs (if any) attributable to all or any<br> part of the Loan or Unpaid Sum being paid by the Borrowers on a day before the last day of an Interest Period for the Loan, the relevant part of the Loan or that Unpaid Sum.
---	---
(b)	The Lender shall as soon as reasonably practicable provide a certificate confirming the amount of its Break Costs for any Interest Period in respect of which they become, or may become, payable.
---	---
11	FEES
---	---

The Borrowers shall pay to Lender a non-refundable arrangement fee in the amount of $210,000 on the earlier of (i) the first Utilisation Date and (ii) the last day of the Availability Period.

SECTION 6

  ADDITIONAL PAYMENT OBLIGATIONS

12	TAX GROSS UP AND INDEMNITIES
12.1	Definitions
---	---
(a)	In this Agreement:
---	---

"Tax Credit" means a credit against, relief or remission for, or repayment of any Tax.

"Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

"Tax Payment" means either the increase in a payment made by an Obligor to the Lender under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).

(b)	Unless a contrary indication appears, in this Clause 12 (Tax Gross Up and Indemnities) reference to "determines" or "determined" means a determination made in the absolute discretion of the person making the determination.
12.2	Tax gross-up
---	---
(a)	Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.
---	---
(b)	The Borrowers shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lender accordingly. Similarly, the<br> Lender shall notify the Borrowers and that Obligor on becoming so aware in respect of a payment payable to the Lender.
---	---
(c)	If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the<br> payment which would have been due if no Tax Deduction had been required.
---	---
(d)	If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required<br> by law.
---	---
(e)	Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that Tax Deduction shall deliver to the Lender evidence reasonably satisfactory to<br> the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.
---	---
12.3	Tax indemnity
---	---
(a)	The Obligors shall (within three Business Days of demand by the Lender) pay to the Lender an amount equal to the loss, liability or cost which the Lender determines will be or has been (directly or indirectly)<br> suffered for or on account of Tax by the Lender in respect of a Finance Document.
---	---

(b)	Paragraph (a) above shall not apply:
(i)	with respect to any Tax assessed on the Lender:
---	---
(A)	under the law of the jurisdiction in which the Lender is incorporated or, if different, the jurisdiction (or jurisdictions) in which the Lender is treated as resident for tax purposes; or
---	---
(B)	under the law of the jurisdiction in which the Lender's Facility Office is located in respect of amounts received or receivable in that jurisdiction,
---	---

if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by the Lender; or

(ii)	to the extent a loss, liability or cost:
(A)	is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or
---	---
(B)	relates to a FATCA Deduction required to be made by a Party.
---	---
(c)	The Lender shall, if making, or intending to make, a claim under paragraph (a) above, promptly notify the Obligors of the event which will give, or has given, rise to the claim.
---	---
12.4	Tax Credit
---	---

If an Obligor makes a Tax Payment and the Lender determines that:

(a)	a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was received; and
(b)	the Lender has obtained and utilised that Tax Credit,
---	---

the Lender shall pay an amount to the Obligor which the Lender determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Obligor.

12.5	Stamp taxes

12.6

VAT

(a)

All amounts expressed to be payable under a Finance Document by any Party to the Lender which (in whole or in part) constitute the consideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, if VAT is or becomes chargeable on any supply made by the Lender to any Party under a Finance Document and the Lender is required to account to the relevant tax authority for the VAT, that Party must pay to the Lender (in addition to and at the same time as paying any other consideration for such supply) an amount equal to the amount of the VAT (and the Lender must promptly provide an appropriate VAT invoice to that Party).

---

(b)	Where a Finance Document requires any Party to reimburse or indemnify the Lender for any cost or expense, that Party shall reimburse or indemnify (as the case may be) the Lender for the full amount of such cost or<br> expense, including such part of it as represents VAT, save to the extent that the Lender reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.
(c)	Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) for VAT purposes, include<br> (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as making the supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council<br> Directive 2006/112/EC (or as implemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall be construed as a reference to that<br> Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevant time or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the<br> case may be).
---	---
(d)	In relation to any supply made by the Lender to any Party under a Finance Document, if reasonably requested by the Lender, that Party must promptly provide the Lender with details of that Party's VAT registration<br> and such other information as is reasonably requested in connection with the Lender's VAT reporting requirements in relation to such supply.
---	---
12.7	FATCA Information
---	---
(a)	Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:
---	---
(i)	confirm to that other Party whether it is:
---	---
(A)	a FATCA Exempt Party; or
---	---
(B)	not a FATCA Exempt Party; and
---	---
(ii)	supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonably requests for the purposes of that other Party's compliance with FATCA; and
---	---
(iii)	supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests for the purposes of that other Party's compliance with any other law,<br> regulation or exchange of information regime.
---	---
(b)	If a Party confirms to another Party pursuant to sub-paragraph (i) of paragraph (a) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party,<br> that Party shall notify that other Party reasonably promptly.
---	---
(c)	Paragraph (a) above shall not oblige the Lender to do anything and sub-paragraph (iii) of paragraph (a) above shall not oblige any other Party to do anything which would or might in its reasonable opinion constitute<br> a breach of:
---	---
(i)	any law or regulation;
---	---

(ii)	any fiduciary duty; or
(iii)	any duty of confidentiality.
---	---
(d)	If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordance with sub-paragraphs (i) or (ii) of paragraph (a) above (including,<br> for the avoidance of doubt, where paragraph (c) above applies), then such Party shall be treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party in question<br> provides the requested confirmation, forms, documentation or other information.
---	---
12.8	FATCA Deduction
---	---
(a)	Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which<br> it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.
---	---
(b)	Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment.
---	---
13	INCREASED COSTS
---	---
13.1	Increased costs
---	---
(a)	Subject to Clause 13.3 (Exceptions), the Borrowers shall, within three Business Days of a demand by the Lender, pay for the account of the Lender the amount of any Increased<br> Costs incurred by the Lender or any of its Affiliates as a result of:
---	---
(i)	the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or
---	---
(ii)	compliance with any law or regulation made,
---	---

in each case after the date of this Agreement; or

(iii)	the implementation, application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III or CRD IV.
(b)	In this Agreement:
---	---
(i)	"Basel III" means:
---	---
(A)	the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International<br> framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as<br> amended, supplemented or restated;
---	---

(B)	the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement - Rules text" published by the Basel<br> Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
(C)	any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".
---	---
(ii)	"CRD IV" means:
---	---
(A)	Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for credit institutions and investment firms and amending regulation (EU) No. 648/2012, as amended<br> by Regulation (EU) 2019/876;
---	---
(B)	Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions and investment firms,<br> amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, as amended by Directive (EU) 2019/878; and
---	---
(C)	any other law or regulation which implements Basel III.
---	---
(iii)	"Increased Costs" means:
---	---
(A)	a reduction in the rate of return from the Facility or on the Lender's (or its Affiliate's) overall capital;
---	---
(B)	an additional or increased cost; or
---	---
(C)	a reduction of any amount due and payable under any Finance Document,
---	---

13.2	Increased cost claims

If the Lender intends to make a claim pursuant to Clause 13.1 (Increased costs) it shall promptly notify the Borrowers.

13.3	Exceptions

Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

(a)	attributable to a Tax Deduction required by law to be made by an Obligor;
(b)	attributable to a FATCA Deduction required to be made by a Party;
---	---
(c)	compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so<br> compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied);
---	---

(d)	compensated for by any payment made pursuant to Clause 14.3 (Mandatory Cost); or
(e)	attributable to the wilful breach by the Lender or its Affiliates of any law or regulation.
---	---
14	OTHER INDEMNITIES
---	---
14.1	Currency indemnity
---	---
(a)	If any sum due from an Obligor under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency<br> (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purpose of:
---	---
(i)	making or filing a claim or proof against that Obligor; or
---	---
(ii)	obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,
---	---

(b)	Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.
14.2	Other indemnities
---	---
(a)	Each Obligor shall, on demand, indemnify the Lender and any Receiver and Delegate against:
---	---
(i)	any cost, loss or liability incurred by it as a result of:
---	---
(A)	the occurrence of any Event of Default; or
---	---
(B)	a failure by a Transaction Obligor to pay any amount due under a Finance Document on its due date; or
---	---
(C)	funding, or making arrangements to fund, an Advance requested by the Borrowers in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by<br> reason of default or negligence by the Lender alone); or
---	---
(D)	the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrowers; or
---	---
(E)	investigating any event which it reasonably believes is a Default; or
---	---
(F)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or
---	---
(G)	instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents; and
---	---

(ii)	any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Lender (otherwise than by reason of the Lender's gross negligence or wilful<br> misconduct) or, in the case of any cost, loss or liability pursuant to Clause 30.8 (Disruption to Payment Systems etc.) notwithstanding the Lender's negligence, gross negligence or any other category<br> of liability whatsoever but not including any claim based on the fraud of the Lender in acting as Lender under the Finance Documents.
(b)	Each Obligor shall, on demand, indemnify the Lender, each Affiliate of the Lender and any Receiver and Delegate and each officer or employee of the Lender or its Affiliate or any Receiver or Delegate (as applicable)<br> (each such person for the purposes of this Clause 14.2 (Other indemnities) an "Indemnified Person"), against any cost, loss or liability (including, without<br> limitation, for negligence or any other category of liability whatsoever) incurred by that Indemnified Person pursuant to or in connection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection<br> with or arising out of the entry into and the transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates to the condition or operation of, or any incident<br> occurring in relation to, any Ship unless such cost, loss or liability is caused by the gross negligence or wilful misconduct of that Indemnified Person.
---	---
(c)	No Party other than the Lender or the Receiver or Delegate (as applicable) may take any proceedings against any officer, employee or agent of the Lender or the Receiver or Delegate (as applicable) in respect of any<br> claim it might have against the Lender or the Receiver or Delegate or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property.
---	---
(d)	Without limiting, but subject to any limitations set out in paragraph (b) above, the indemnity in paragraph (b) above shall cover any cost, loss or liability incurred by each Indemnified Person in any jurisdiction:
---	---
(i)	arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or
---	---
(ii)	in connection with any Environmental Claim.
---	---
(e)	Each Obligor shall, on demand, indemnify the Lender and every Receiver and Delegate against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever)<br> incurred by any of them:
---	---
(i)	in relation to or as a result of:
---	---
(A)	any failure by the Borrowers to comply with its obligations under Clause 16 (Costs and Expenses);
---	---
(B)	acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised;
---	---
(C)	the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;
---	---
(D)	the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Lender and each Receiver and Delegate by the Finance Documents or by law;
---	---

(E)	any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the Finance Documents;
(F)	any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security; and
---	---
(G)	instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents;
---	---
(ii)	which otherwise relates to any of the Security Property or the performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the Lender's or Receiver's or<br> Delegate's gross negligence or wilful misconduct).
---	---
(f)	Any Affiliate or Receiver or Delegate or any officer or employee of the Lender, or of any of its Affiliates or any Receiver or Delegate (as applicable) may rely on this Clause 14.2 (Other<br><br><br><br><br> indemnities) and the provisions of the Third Parties Act, subject to Clause 1.5 (Third party rights) and the provisions of the Third Parties Act.
---	---
14.3	Mandatory Cost
---	---

(a)

if the Lender is lending from a Facility Office in a Participating Member State, the minimum reserve requirements (or other requirements having the same or similar purpose) of the European Central Bank (or any other authority or agency which replaces all or any of its functions) in respect of loans made from that Facility Office; and

(b)

---

which, in each case, is referable to the Loan.

14.4	Lender's management time

Any amount payable to the Lender under Clause 14.2 (Other indemnities) and Clause 16 (Costs and Expenses) shall include the cost of utilising the Lender's excessive management time or other resources and will be calculated on the basis of such reasonable daily or hourly rates as the Lender may notify to the Borrowers, and is in addition to any fee paid or payable to the Lender under Clause 11 (Fees).

15	MITIGATION BY THE LENDER
15.1	Mitigation
---	---
(a)	The Lender shall, in consultation with the Borrowers, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under or pursuant to, or cancelled<br> pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax Gross Up and Indemnities), Clause 13 (Increased Costs) or<br> paragraph (a) of Clause 14.3 (Mandatory Cost) including (but not limited to) assigning its rights and/or transferring its obligations under the Finance Documents to another Affiliate or Facility<br> Office.
---	---

(b)	Paragraph (a) above does not in any way limit the obligations of any Transaction Obligor under the Finance Documents.
15.2	Limitation of liability
---	---
(a)	Each Obligor shall, on demand, indemnify the Lender for all costs and expenses reasonably incurred by the Lender as a result of steps taken by it under Clause 15.1 (Mitigation).
---	---
(b)	The Lender is not obliged to take any steps under Clause 15.1 (Mitigation) if either:
---	---
(i)	a Default has occurred and is continuing; or
---	---
(ii)	in the opinion of the Lender (acting reasonably), to do so might be prejudicial to it.
---	---
16	COSTS AND EXPENSES
---	---
16.1	Transaction expenses
---	---

The Obligors shall, on demand, pay the Lender the amount of all costs and expenses (including legal fees) reasonably incurred by it in connection with the negotiation, preparation, printing, execution and perfection of:

(a)	this Agreement and any other documents referred to in this Agreement or in a Security Document; and
(b)	any other Finance Documents executed after the date of this Agreement.
---	---
16.2	Amendment costs
---	---

Subject to Clause 16.4 (Reference rate transition costs), if:

(a)	a Transaction Obligor requests an amendment, waiver or consent;
(b)	an amendment is required either pursuant to Clause 30.6 (Change of currency); or
---	---
(c)	a Transaction Obligor requests, and the Lender agrees to, the release of all or any part of the Security Assets from the Transaction Security,
---	---

the Obligors shall, on demand, reimburse the Lender for the amount of all costs and expenses (including legal fees) reasonably incurred by the Lender in responding to, evaluating, negotiating or complying with that request or requirement.

16.3	Enforcement and preservation costs

The Obligors shall, on demand, pay to the Lender the amount of all costs and expenses (including legal fees) incurred by the Lender in connection with the enforcement of, or the preservation of any rights under, any Finance Document or the Transaction Security and with any proceedings instituted by or against the Lender as a consequence of it entering into a Finance Document, taking or holding the Transaction Security, or enforcing those rights.

16.4	Reference rate transition costs

The Borrowers shall on demand reimburse the Lender for the amount of all costs and expenses (including legal fees) reasonably incurred by the Lender in connection with:

(a)	the negotiation or entry into of any Reference Rate Supplement or Compounding Methodology Supplement; or
(b)	any amendment, waiver or consent relating to:
---	---
(i)	any Reference Rate Supplement or Compounding Methodology Supplement; or
---	---
(ii)	any change arising as a result of an amendment required under Clause 41.1 (Changes to reference rates).
---	---

SECTION 7

  GUARANTEES AND JOINT AND SEVERAL LIABILITY OF BORROWERS

17	GUARANTEE AND INDEMNITY – PARENT GUARANTOR
17.1	Guarantee and indemnity
---	---

The Parent Guarantor irrevocably and unconditionally:

(a)	guarantees to the Lender punctual performance by each Transaction Obligor (other than the Parent Guarantor) of all such other Transaction Obligor's obligations under the Finance Documents;
(b)	undertakes with the Lender that whenever a Transaction Obligor (other than the Parent Guarantor) does not pay any amount when due under or in connection with any Finance Document, the Parent Guarantor shall<br> immediately on demand pay that amount as if it were the principal obligor; and
---	---
(c)	agrees with the Lender that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent and primary obligation, indemnify the Lender immediately on demand against<br> any cost, loss or liability it incurs as a result of a Transaction Obligor (other than the Parent Guarantor) not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any Finance<br> Document on the date when it would have been due. The amount payable by the Parent Guarantor under this indemnity will not exceed the amount it would have had to pay under this Clause 17 (Guarantee and<br> Indemnity – Parent Guarantor) if the amount claimed had been recoverable on the basis of a guarantee.
---	---
17.2	Continuing guarantee
---	---

17.3	Reinstatement

If any discharge, release or arrangement (whether in respect of the obligations of any Transaction Obligor or any security for those obligations or otherwise) is made by the Lender in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Parent Guarantor under this Clause 17 (Guarantee and Indemnity – Parent Guarantor) will continue or be reinstated as if the discharge, release or arrangement had not occurred.

17.4	Waiver of defences

The obligations of the Parent Guarantor under this Clause 17 (Guarantee and Indemnity – Parent Guarantor) and in respect of any Transaction Security will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 17.4 (Waiver of defences), would reduce, release or prejudice any of its obligations under this Clause 17 (Guarantee and Indemnity – Parent Guarantor) or in respect of any Transaction Security (without limitation and whether or not known to it or the Lender) including:

(a)	any time, waiver or consent granted to, or composition with, any Transaction Obligor or other person;
(b)	the release of any other Transaction Obligor or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
---	---
(c)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to take up or enforce, or delay in taking or enforcing any rights<br> against, or security over assets of, any Transaction Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any<br> security;
---	---
(d)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Transaction Obligor or any other person;
---	---
(e)	any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of any Finance Document or any other document or security including, without<br> limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;
---	---
(f)	any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or
---	---
(g)	any insolvency or similar proceedings.
---	---
17.5	Immediate recourse
---	---

The Parent Guarantor waives any right it may have of first requiring the Lender (or any trustee or agent on its behalf) to proceed against or enforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any Finance Document or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 17 (Guarantee and Indemnity – Parent Guarantor). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.

17.6	Appropriations

(a)	refrain from applying or enforcing any other moneys, security or rights held or received by the Lender (or any trustee or agent on its behalf) in respect of those amounts, or apply and enforce the same in such<br> manner and order as it sees fit (whether against those amounts or otherwise) and the Parent Guarantor shall not be entitled to the benefit of the same; and
(b)	hold in an interest-bearing suspense account any moneys received from the Parent Guarantor or on account of the Parent Guarantor's liability under this Clause 17 (Guarantee and<br> Indemnity – Parent Guarantor).
---	---

17.7	Deferral of Parent Guarantor's rights

All rights which the Parent Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against any Borrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Lender under the Finance Documents and until the end of the Security Period and unless the Lender otherwise directs, the Parent Guarantor will not exercise any rights which it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of its obligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 17 (Guarantee and Indemnity – Parent Guarantor):

(a)	to be indemnified by a Transaction Obligor;
(b)	to claim any contribution from any third party providing security for, or any other guarantor of, any Transaction Obligor's obligations under the Finance Documents;
---	---
(c)	to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Lender under the Finance Documents or of any other guarantee or security taken pursuant to, or in<br> connection with, the Finance Documents by the Lender;
---	---
(d)	to bring legal or other proceedings for an order requiring any Transaction Obligor to make any payment, or perform any obligation, in respect of which the Parent Guarantor has given a guarantee, undertaking or<br> indemnity under Clause 17.1 (Guarantee and indemnity);
---	---
(e)	to exercise any right of set-off against any Transaction Obligor; and/or
---	---
(f)	to claim or prove as a creditor of any Transaction Obligor in competition with the Lender.
---	---

If the Parent Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to the extent necessary to enable all amounts which may be or become payable to the Lender by the Transaction Obligors under or in connection with the Finance Documents to be repaid in full on trust for the Lender and shall promptly pay or transfer the same to the Lender or as the Lender may direct for application in accordance with Clause 30 (Payment Mechanics).

17.8	Additional security

This guarantee and any other Security given by the Parent Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, any other guarantee or Security or any other right of recourse now or subsequently held by the Lender or any right of set-off or netting or right to combine accounts in connection with the Finance Documents.

17.9	Applicability of provisions of Guarantee to other Security

Clauses 17.2 (Continuing guarantee), 17.3 (Reinstatement), 17.4 (Waiver

    of defences\), 17.5 \(Immediate recourse\), 17.6 \(Appropriations\), 17.7 \(Deferral of Parent Guarantor's rights\) and 17.8
  \(Additional security\) shall apply, with any necessary modifications, to any Security which the Parent Guarantor creates \(whether at the time at which it signs this Agreement or at any later time\) to secure the
  Secured Liabilities or any part of them.

18	JOINT AND SEVERAL LIABILITY OF THE BORROWERS
18.1	Joint and several liability
---	---

All liabilities and obligations of the Borrowers under this Agreement shall, whether expressed to be so or not, be joint and several.

18.2	Waiver of defences

The liabilities and obligations of a Borrower shall not be impaired by:

(a)	this Agreement being or later becoming void, unenforceable or illegal as regards any other Borrower;
(b)	the Lender entering into any rescheduling, refinancing or other arrangement of any kind with any other Borrower;
---	---
(c)	the Lender releasing any other Borrower or any Security created by a Finance Document;
---	---
(d)	any time, waiver or consent granted to, or composition with any other Borrower or other person;
---	---
(e)	the release of any other Borrower or any other person under the terms of any composition or arrangement with any creditor of any member of the Group;
---	---
(f)	the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or security over assets of, any other Borrower or other person or any<br> non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of any security;
---	---
(g)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Borrower or any other person;
---	---
(h)	any amendment, novation, supplement, extension, restatement (however fundamental, and whether or not more onerous) or replacement of a Finance Document or any other document or security including, without<br> limitation, any change in the purpose of, any extension of or any increase in any facility or the addition of any new facility under any Finance Document or other document or security;
---	---
(i)	any unenforceability, illegality or invalidity of any obligation or any person under any Finance Document or any other document or security; or
---	---
(j)	any insolvency or similar proceedings.
---	---
18.3	Principal Debtor
---	---

18.4	Borrower restrictions
(a)	Subject to paragraph (b) below, during the Security Period no Borrower shall:
---	---

(i)	claim any amount which may be due to it from any other Borrower whether in respect of a payment made under, or matter arising out of, this Agreement or any Finance Document, or any matter unconnected with this<br> Agreement or any Finance Document;
(ii)	take or enforce any form of security from any other Borrower for such an amount, or in any way seek to have recourse in respect of such an amount against any asset of any other Borrower;
---	---
(iii)	set off such an amount against any sum due from it to any other Borrower;
---	---
(iv)	prove or claim for such an amount in any liquidation, administration, arrangement or similar procedure involving any other Borrower; or
---	---
(v)	exercise or assert any combination of the foregoing.
---	---
(b)	If during the Security Period, the Lender, by notice to a Borrower, requires it to take any action referred to in paragraph (a) above in relation to any other Borrower, that Borrower shall take that action as soon<br> as practicable after receiving the Lender's notice.
---	---
18.5	Deferral of Borrowers' rights
---	---

(a)	to be indemnified by any other Borrower; or
(b)	to claim any contribution from any other Borrower in relation to any payment made by it under the Finance Documents.
---	---

SECTION 8

  REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

19	REPRESENTATIONS
19.1	General
---	---

Each Obligor makes the representations and warranties set out in this Clause 19 (Representations) to the Lender on the date of this Agreement.

19.2	Status
(a)	It is a corporation, duly incorporated and validly existing in good standing under the law of its Original Jurisdiction.
---	---
(b)	It and each Transaction Obligor has the power to own its assets and carry on its business as it is being conducted.
---	---
19.3	Share capital and ownership
---	---
(a)	Each Borrower is authorized to issue 500 registered shares of no par value common stock, all of which shares have been issued in registered form and are fully paid and<br> non-assessable.
---	---
(b)	The legal title to and beneficial interest in the shares in each Borrower is held by the Parent Guarantor free of any Security (other than Permitted Security) or any other claim.
---	---
(c)	The legal title to and beneficial interest in the shares in each of the Approved Managers, which are members of the Group, is held by the Parent Guarantor free of any<br> Security (other than Permitted Security) or any other claim.
---	---
(d)	None of the shares in any Borrower is subject to any option to purchase, pre-emption rights or similar rights.
---	---
(e)	The Parent Guarantor is authorised to issue 525,000,000 registered shares consisting of (i) 500,000,000 registered shares of common stock with a par value of US$0.0001 each (out of which 181,916,471 registered<br> shares of common stock have been issued and are fully paid) and (ii) 25,000,000 registered shares of preferred stock with a par value of US$0.0001 each, out of which 20,000 registered shares of preferred stock have been issued and are fully<br> paid and 12,901,464 warrants are outstanding to purchase an aggregate of 8,916,040 registered shares of common stock.
---	---
19.4	Binding obligations
---	---

The obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid, binding and enforceable obligations.

19.5	Validity, effectiveness and ranking of Security
(a)	Each Finance Document to which it is a party does now or, as the case may be, will upon execution and delivery create, subject to the Perfection Requirements, the Security it purports to create over any assets to<br> which such Security, by its terms, relates, and such Security will, when created or intended to be created, be valid and effective.
---	---

(b)	No third party has or will have any Security (except for Permitted Security) over any assets that are the subject of any Transaction Security granted by it.
(c)	Subject to the Perfection Requirements, the Transaction Security granted by it to the Lender has or will when created or intended to be created have first ranking priority or such other priority it is expressed to<br> have in the Finance Documents and is not subject to any prior ranking or pari passu ranking Security.
---	---
(d)	No concurrence, consent or authorisation of any person is required for the creation of or otherwise in connection with any Transaction Security.
---	---
19.6	Non-conflict with other obligations
---	---

The entry into and performance by it of, and the transactions contemplated by, each Transaction Document to which it is a party do not and will not conflict with:

(a)	any law or regulation applicable to it;
(b)	its constitutional documents; or
---	---
(c)	any agreement or instrument binding upon it or any Transaction Obligor or any of its assets or any member of the Transaction Obligor's assets or constitute a default or termination event (however described) under<br> any such agreement or instrument.
---	---
19.7	Power and authority
---	---
(a)	It has the power to enter into, perform and deliver, and has taken all necessary action to authorise:
---	---
(i)	its entry into, performance and delivery of, each Transaction Document to which it is or will be a party and the transactions contemplated by those Transaction Documents; and
---	---
(ii)	in the case of each Borrower, its registration of its Ship under its Approved Flag.
---	---
(b)	No limit on its powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by the Transaction Documents to which it is a party.
---	---
19.8	Validity and admissibility in evidence
---	---

All Authorisations required or desirable:

(a)	to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and
(b)	to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,
---	---

have been obtained or effected and are in full force and effect.

19.9	Governing law and enforcement
(a)	The choice of governing law of each Transaction Document to which it is a party will be recognised and enforced in its Relevant Jurisdictions.
---	---
(b)	Any judgment obtained in relation to a Transaction Document to which it is a party in the jurisdiction of the governing law of that Transaction Document will be recognised and enforced in its Relevant Jurisdictions.
---	---
19.10	Insolvency
---	---

No:

(a)	corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 27.8 (Insolvency proceedings); or
(b)	creditors' process described in Clause 27.9 (Creditors' process),
---	---

has been taken or, to its knowledge, threatened in relation to a member of the Group; and none of the circumstances described in Clause 27.7 (Insolvency) applies to a Transaction Obligor.

19.11	No filing or stamp taxes

Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed, recorded, notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents except registration of any Mortgages at the relevant ship registry and any filing, recording or enrolling or any tax or fee payable which is referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation) and which will be made or paid by the Obligors promptly after the date of the relevant Finance Document.

19.12	Deduction of Tax

It is not required to make any Tax Deduction from any payment it may make under any Finance Document to which it is a party.

19.13	No default
(a)	No Event of Default and, on the date of this Agreement and on each Utilisation Date, no Default is continuing or might reasonably be expected to result from the making of any Utilisation or the entry into, the<br> performance of, or any transaction contemplated by, any Transaction Document.
---	---
(b)	No other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement or instrument which is binding on it or to which its assets are subject<br> which might reasonably be expected to have a Material Adverse Effect.
---	---

19.14	No misleading information
(a)	Any factual information provided by any member of the Group for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is<br> stated.
---	---
(b)	The financial projections contained in any such information have been prepared on the basis of recent historical information and on the basis of reasonable assumptions.
---	---
(c)	Nothing has occurred or been omitted from any such information and no information has been given or withheld that results in any such information being untrue or misleading in any material respect.
---	---
19.15	Financial Statements
---	---
(a)	Its Original Financial Statements were prepared in accordance with GAAP consistently applied unless expressly disclosed to the Lender in writing to the contrary before the date of this Agreement.
---	---
(b)	Its Original Financial Statements give a true and fair view of its financial condition as at the end of the relevant financial year and its results of operations during the relevant financial year (consolidated in<br> the case of the Parent Guarantor) unless expressly disclosed to the Lender in writing to the contrary before the date of this Agreement.
---	---
(c)	There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent Guarantor) since 7 July<br> 2022 (being the date of acceptance of the Lender's offer letter).
---	---
(d)	Its most recent financial statements delivered pursuant to Clause 20.2 (Financial statements):
---	---
(i)	have been prepared in accordance with Clause 20.4 (Requirements as to financial statements); and
---	---
(ii)	give a true and fair view of (if audited) or fairly represent (if unaudited) its financial condition as at the end of the relevant financial year and operations during the relevant financial year (consolidated in<br> the case of the Parent Guarantor).
---	---
(e)	Since the date of the most recent financial statements delivered pursuant to Clause 20.2 (Financial statements) there has been no material adverse change in its business,<br> assets or financial condition (or the business or consolidated financial condition of the Group, in the case of the Parent Guarantor).
---	---
19.16	Pari passu ranking
---	---

19.17

No proceedings pending or threatened

(a)

No litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of the ISM Code or of the ISPS Code) of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief (having made due and careful enquiry)) been started or threatened against it or any other Transaction Obligor.

---

(b)	No judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which might reasonably be expected to have a Material Adverse Effect has (to<br> the best of its knowledge and belief (having made due and careful enquiry)) been made against it or any Transaction Obligor.
19.18	Validity and completeness of the Deed of Release
---	---
(a)	The Deed of Release constitutes legal, valid, binding and enforceable obligations of the Existing Lender.
---	---
(b)	The copy of the Deed of Release delivered to the Lender on the relevant Utilisation Date is a true and complete copy.
---	---
(c)	No amendments or additions to the Deed of Release have been agreed nor have any rights under the Deed of Release been waived.
---	---
19.19	Valuations
---	---
(a)	All information supplied by it or on its behalf to an Approved Valuer for the purposes of a valuation delivered to the Lender in accordance with this Agreement was true and accurate as at the date it was supplied or<br> (if appropriate) as at the date (if any) at which it is stated to be given.
---	---
(b)	It has not omitted to supply any information to an Approved Valuer which, if disclosed, would adversely affect any valuation prepared by such Approved Valuer.
---	---
(c)	There has been no change to the factual information provided pursuant to paragraph (a) above in relation to any valuation between the date such information was provided and the date of that valuation which, in<br> either case, renders that information untrue or misleading in any material respect.
---	---
19.20	No breach of laws
---	---

It has not (and no other member of the Group has) breached any law or regulation which breach has or is reasonably likely to have a Material Adverse Effect.

19.21	No Charter

Except as disclosed by a Borrower to the Lender in writing on or before the date of this Agreement, no Ship is subject to any Charter other than a Permitted Charter.

19.22	Compliance with Environmental Laws

All Environmental Laws relating to the ownership, operation and management of each Ship and the business of each member of the Group (as now conducted and as reasonably anticipated to be conducted in the future) and the terms of all Environmental Approvals have been complied with.

19.23	No Environmental Claim

No Environmental Claim has been made or threatened against a Transaction Obligor or any Ship which might reasonably be expected to have a Material Adverse Effect.

19.24	No Environmental Incident

No Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred.

19.25	ISM and ISPS Code compliance

All requirements of the ISM Code and the ISPS Code as they relate to each Borrower, each Approved Manager and each Ship have been complied with.

19.26	Taxes paid
(a)	It is not and no other member of the Group is materially overdue in the filing of any Tax returns and it is not (and no other member of the Group is) overdue in the payment of any amount in respect of Tax.
---	---
(b)	No claims or investigations are being, or are reasonably likely to be, made or conducted against it (or any other member of the Group) with respect to Taxes.
---	---
19.27	Financial Indebtedness
---	---

No Transaction Obligor has any Financial Indebtedness outstanding other than Permitted Financial Indebtedness.

19.28	Overseas companies

No Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishment to the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Lender sufficient details to enable an accurate search against it to be undertaken by the Lender at the Companies Registry.

19.29	Good title to assets

It has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

19.30	Ownership
(a)	Each Borrower is the sole legal and beneficial owner of its Ship, its Earnings and its Insurances.
---	---
(b)	With effect on and from the date of its creation or intended creation, each Transaction Obligor will be the sole legal and beneficial owner of any asset that is the subject of any Transaction Security created or<br> intended to be created by such Transaction Obligor.
---	---
(c)	The constitutional documents of each Transaction Obligor do not and could not restrict or inhibit any transfer of the shares of the Borrowers on creation or enforcement of the security conferred by the Security<br> Documents.
---	---

19.31	Centre of main interests and establishments

For the purposes of The Council of the European Union Regulation No. 2015/848 on Insolvency Proceedings (recast)(the "Regulation"), its centre of main interest (as that term is used in Article 3(1) of the Regulation) is situated at the address for communication stated in Schedule 1, Part A (The Obligors) and it has no "establishment" (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.

19.32	Place of business

No Transaction Obligor has a place of business in any country other than the Hellenic Republic and its head office functions are carried out in each case at the address for communication stated in Schedule 1 Part A (The Obligors).

19.33	No employee or pension arrangements

No Obligor has any employees or any liabilities under any pension scheme.

19.34	Sanctions
(a)	No Transaction Obligor nor any other member of the Group, nor any of their respective directors or officers nor, to the knowledge of any Transaction Obligor, any of their employees or persons acting on any of their<br> behalf:
---	---
(i)	is a Prohibited Person or is involved in any transaction through which it is likely to become a Prohibited Person;
---	---
(ii)	is owned or controlled by, or acting directly or indirectly on behalf of or for the benefit of, a Prohibited Person;
---	---
(iii)	owns or controls a Prohibited Person;
---	---
(iv)	is in breach of applicable Sanctions; or
---	---
(v)	is involved in or has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any Sanctions Authority.
---	---
(b)	None of the Ships is a vessel with which any person is prohibited or restricted from dealing with under any Sanctions.
---	---
(c)	Each Transaction Obligor procures compliance by each member of the Group with applicable Sanctions.
---	---
(d)	No proceeds of any part of the Loan shall be made available directly or indirectly, to or for the benefit of a Prohibited Person that could result in the Lender being in violation of Sanctions or in a manner that<br> would be contrary to Sanctions nor shall they be otherwise directly or indirectly applied in a manner or for a purpose prohibited by applicable Sanctions.
---	---
(e)	No member of the Group or any Affiliate of any member of the Group are the subject of any Sanctions or is subject to any restrictive measures, embargoes or prohibitions by a Sanctions Authority.
---	---

19.35	Anti-bribery, anti-corruption and anti-money laundering

No Transaction Obligor nor any of its subsidiaries, directors or officers, beneficial owners or, to the best knowledge of such Transaction Obligor, any affiliate, agent or employee of it, has engaged in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws, regulations or rules in any applicable jurisdiction and each Transaction Obligor has instituted and maintains policies and procedures designed to prevent violation of such laws, regulations and rules.

19.36	US Tax Obligor

No Obligor is a US Tax Obligor.

19.37	No immunity

No Obligor, nor any of their assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or proceeding (which shall include, without limitation, suit attachment prior to judgement, execution or other enforcement).

19.38	Group Structure Chart

The Group Structure Chart delivered to the Lender pursuant to paragraph 1.8 of Part A of Schedule 2 (Conditions precedent) is true, complete and accurate in all material respects.

19.39	No other business

No Borrower shall engage in any business other than the ownership and operation of its Ship.

19.40	Repetition

The Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of each Utilisation Request and the first day of each Interest Period.

20	INFORMATION UNDERTAKINGS
20.1	General
---	---

The undertakings in this Clause 20 (Information Undertakings) remain in force throughout the Security Period unless the Lender otherwise permits.

20.2	Financial statements
(a)	The Borrowers shall supply to the Lender:
---	---
(i)	as soon as they become available, but in any event within 150 days after the end of each of their respective financial years their respective unaudited financial statements for that financial year; and
---	---
(ii)	as soon as the same become available, but in any event within 90 days after the end of each quarter of each of their respective financial years their respective unaudited financial statements for that financial<br> quarter year;
---	---
(b)	The Parent Guarantor shall supply to the Lender:
---	---

(i)	as soon as they become available, but in any event within 150 days after the end of each of its respective financial years its respective consolidated audited financial statements for that financial year (including<br> balance sheet and profit and loss statement); and
(ii)	as soon as the same become available, but in any event within 90 days after the end of each quarter of each of its respective financial years its respective consolidated unaudited financial statements for that<br> financial quarter year.
---	---
20.3	Compliance Certificate
---	---
(a)	The Parent Guarantor shall supply to the Lender, with each set of its consolidated financial statements (audited and unaudited) delivered pursuant to Clause 20.2 (Financial<br> statements), a Compliance Certificate (including valuations showing the Market Value of the Ships and any other supporting schedules and evidence) setting out (in reasonable detail) computations as to compliance with Clause 21 (Financial Covenants) and Clause 25 (Security Cover) as at the date as at which those financial statements were drawn up.
---	---
(b)	Each Compliance Certificate shall be signed by the Chief Financial Officer of the Parent Guarantor and, if required to be delivered with the financial statements delivered pursuant to sub‑paragraphs (i) and (ii) of<br> paragraph (b) of Clause 20.2 (Financial statements), shall be reported on by the Parent Guarantor's auditors in the form agreed by the Parent Guarantor and the Lender before the date of this Agreement.
---	---
20.4	Requirements as to financial statements
---	---
(a)	Each set of financial statements delivered by a Borrower pursuant to Clause 20.2 (Financial statements) shall be certified by an officer of the relevant company as giving a<br> true and fair view (if audited) or fairly representing (if unaudited) its financial condition and operations as at the date as at which those financial statements were drawn up.
---	---
(b)	The Borrowers shall procure that each set of financial statements delivered pursuant to Clause 20.2 (Financial statements) is prepared using GAAP.
---	---
(c)	The Borrowers shall procure that each set of financial statements of an Obligor delivered pursuant to Clause 20.2 (Financial statements) is prepared using GAAP, accounting<br> practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for that Obligor unless, in relation to any set of financial statements, it notifies the Lender that there has<br> been a change in GAAP, the accounting practices or reference periods and its auditors (or, if appropriate, the auditors of the Obligor) deliver to the Lender:
---	---
(i)	a description of any change necessary for those financial statements to reflect the GAAP, accounting practices and reference periods upon which that Obligor's Original Financial Statements were prepared; and
---	---
(ii)	sufficient information, in form and substance as may be reasonably required by the Lender, to enable the Lender to determine whether Clause 21 (Financial Covenants) has been<br> complied with and make an accurate comparison between the financial position indicated in those financial statements and that Obligor's Original Financial Statements.
---	---

Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect the basis upon which the Original Financial Statements were prepared.

20.5	DAC6
(a)	In this Clause 20.5 (DAC6), "DAC6" means the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU or any<br> replacement legislation applicable in the United Kingdom.
---	---
(b)	The Parent Guarantor shall supply to the Lender:
---	---
(i)	promptly upon the making of such analysis or the obtaining of such advice, any analysis made or advice obtained on whether any transaction contemplated by the Transaction Documents or any transaction carried out (or<br> to be carried out) in connection with any transaction contemplated by the Transaction Documents contains a hallmark as set out in Annex IV of DAC6; and
---	---
(ii)	promptly upon the making of such reporting and to the extent permitted by applicable law and regulation, any reporting made to any governmental or taxation authority by or on behalf of any member of the Group or by<br> any adviser to such member of the Group in relation to DAC6 or any law or regulation which implements DAC6 and any unique identification number issued by any governmental or taxation authority to which any such report has been made (if<br> available).
---	---
20.6	Information: miscellaneous
---	---

Each Obligor shall and shall procure that each other Transaction Obligor shall supply to the Lender:

(a)	all documents dispatched by it to its shareholders (or any class of them) or its creditors generally at the same time as they are dispatched;
(b)	promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actual breach of<br> the ISM Code or of the ISPS Code) which are current, threatened or pending against any member of the Group, and which might, if adversely determined, have a Material Adverse Effect;
---	---
(c)	promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral body or agency which is made against any member of the Group and which might have a Material Adverse Effect;
---	---
(d)	promptly, its constitutional documents where these have been amended or varied;
---	---
(e)	promptly, such further information and/or documents regarding:
---	---
(i)	each Ship, goods transported on each Ship, its Earnings and its Insurances;
---	---
(ii)	the Security Assets;
---	---
(iii)	compliance of the Transaction Obligors with the terms of the Finance Documents;
---	---

(iv)	the financial condition, business and operations of a Transaction Obligor;
(v)	any press releases that are material for the client relationship;
---	---
(vi)	(if available and when so requested by the Lender), consolidated projections of the Group and cash flow forecasts, as soon as they become available,
---	---

as the Lender may reasonably request; and

(f)	promptly, upon the request of the Lender and at the cost of the Borrowers, on or before 31^st^ July of each calendar year, supply or<br> procure the supply to the Lender of all information necessary in order for the Lender to comply with its obligations under the Poseidon Principles in respect of the preceding calendar year, including, without limitation, all ship fuel oil<br> consumption data required to be collected and reported in accordance with Regulation 22A of Annex VI and any Statement of Compliance, in each case relating to the Ships for the preceding calendar year, and consents to the Lender obtaining<br> such information from third parties, provided always that, for the avoidance of doubt, such information shall be "Confidential Information" for the purpose of Clause 42 (Confidential Information) but<br> the Borrowers acknowledge that, in accordance with the Poseidon Principles, such information will form part of the information published regarding the relevant Lender's portfolio climate alignment;
(g)	upon request of the Lender, all of the relevant data and information relating to the environmental, social and governance (i.e. sustainability) aspects of each Borrowers' business model necessary to build the<br> Lender's environmental, social and governance rating of the Borrowers (including, without limitation, the ESG Presentation);
---	---
(h)	promptly, such further information and/or documents as the Lender may reasonably request so as to enable the Lender to comply with any laws applicable to it or as may be required by any regulatory authority<br> including all information necessary in order for the Lender to carry out all relevant sanctions screenings and be satisfied it has complied with all applicable sanctions regulations including the Lender's internal Sanction Compliance<br> Procedure;
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(i)	promptly following a request by the Lender, a statement from the Borrowers, the Parent Guarantor and/or any security provider confirming that the documents, data or information previously provided to the Lender as<br> part of the conditions precedent relating to customer due diligence measures including the Lender's AML/CTF procedure as well as compliance with sanctions regulations including the Lender's Sanction Compliance Procedure is up-to-date or (as<br> the case may be), such updated documents, data or information as requested by the Lender; and
---	---
(j)	promptly, such further information and/or documents as the Lender may reasonably request.
---	---
20.7	Notification of Default
---	---
(a)	Each Obligor shall notify the Lender of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence (unless that Obligor is aware that a notification has already been<br> provided by another Obligor).
---	---
(b)	Promptly upon a request by the Lender, each Borrower shall supply to the Lender a certificate signed by an officer on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying<br> the Default and the steps, if any, being taken to remedy it).
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20.8	"Know your customer" checks
(a)	If:
---	---
(i)	the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date of this Agreement;
---	---
(ii)	any change in the status of a Transaction Obligor (or of a Holding Company of a Transaction Obligor) (including, without limitation, a change of ownership of a Transaction Obligor or of a Holding Company of a<br> Transaction Obligor) after the date of this Agreement; or
---	---
(iii)	a proposed assignment or transfer by the Lender of any of its rights and obligations under this Agreement,
---	---

obliges the Lender (or, in the case of paragraph (a) above, any prospective assignee) to comply with "know your customer" or similar identification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the request of the Lender supply, or procure the supply of, such documentation and other evidence as is reasonably requested by the Lender (for itself or, in the case of the event described in paragraph (iii) above, on behalf of any prospective assignee) in order for the Lender or, in the case of the event described in paragraph (iii) above, any prospective assignee to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

(b)	Each Obligor shall promptly upon the request of the Lender supply, or procure the supply of, such documentation and information as the Lender reasonably deems necessary or advisable to comply with customer due<br> diligence as required by the Danish Consolidating Act no. 1022 of 13^th^ August 2013 on Measures to Prevent Money Laundering and Financing of Terrorism (as amended<br> and supplemented) including, without limitation:
(i)	a copy of the Group Structure Chart covering the Borrowers, the Parent Guarantor and any other Transaction Obligor (the "Customers") evidencing the complete ownership and<br> control structure of the Customers including the ownership stake belonging to beneficial owners (unbroken chain of entities from the Customers to beneficial owner(s)) meaning the natural person(s) who ultimately owns or controls through<br> direct or indirect ownership of more than 20 per cent. of the shares or voting rights in the Customers or through control via other means and/or the natural person(s) on whose behalf a transaction or activity is being conducted (except for<br> beneficial owners in companies listed on a regulated market that is subject to disclosure requirements consistent with EU law or equivalent international standards, provided that if only part of such companies' shares are listed, the<br> beneficial owners, if any, of such remaining unlisted shares shall be subject to the disclosure requirements) or, if no such person(s) are identified or if there is any doubt that the person(s) identified are the beneficial owner(s), in<br> addition to the so identified beneficial owner(s), the natural person(s) who hold the position of senior management officials in the Parent Guarantor;
---	---
(ii)	copies of proof of identity and country of residence of the Customers and any beneficial owner(s) (except for beneficial owners in listed companies as described in sub-paragraph (i) above) or, if no such person(s)<br> are identified or if there is any doubt that the person(s) identified are the beneficial owner(s), in addition to the so identified beneficial owner(s), the natural person(s) who hold the position of senior management officials in the Parent<br> Guarantor, shall be verified in the following manner:
---	---

(A)	in relation to natural persons (e.g. beneficial owner(s) or senior management officials), proof of identity shall include name, date of birth and civil registration number, if applicable, verified on the basis of<br> copies of passport or driver's license, other government issued documents, lawyer's statements or a legal opinion;
(B)	in relation to legal persons (e.g. Customers and/or any listed parent company), proof of identity shall include registered name, country of incorporation, business/company registration number, tax identification<br> number (TIN), if available, legal entity identifier (LEI), if available, or similar government issued identification number, transcript from companies house or companies registry, Articles of Association and Memorandum of Association, or<br> other government issued documents. Alternatively, lawyer's statements, legal opinion or confirmation from the registered office of the Customer or listed parent company confirming name or business identification number;
---	---
(iii)	Proof of identity of the signatory shall be verified on the basis of passport, identity card issued by a governmental authority or driver's license in relation to the signing of authority of any person executing a<br> document on behalf of the Customers;
---	---
(iv)	copies of any powers of attorney, documentation evidencing general authority or legal opinion in relation to the signing authority of any attorney-in-fact executing a document on behalf of the Customers. The proof<br> of identity of any attorney-in-fact shall be verified on the basis of passport, identity card issued by a governmental authority or driver's license. Alternatively, if the attorney-in-fact is an attorney-at-law qualified in a EU/EEA member<br> state, a print-out of the webpage of the relevant law firm with whom the attorney-at-law is employed evidencing such employment; and
---	---
(v)	a statement from the Customers confirming that the documents, data or information previously provided to the Lender under paragraphs (i), (ii), (iii) and (iv) above is up-to-date, or, alternatively, any relevant<br> updated documents, data or information.
---	---
(c)	The Borrower shall supply or procure to supply, upon the request of the Lender, all information necessary in order for the Lender to carry out all relevant sanctions screenings and be satisfied it has complied with<br> all applicable sanctions regulations including the Lender's internal Sanction Compliance Procedure and such other documentation and information as the Lender deems necessary and/or advisable in order to comply with any law and/or regulation<br> regarding money laundering and/or the financing of terrorist activities (including, without limitation, such documentation and information as the Lender deems necessary and/or advisable in order to comply with customer due diligence measures<br> for purposes of AML/CTF checks as required by the Danish Act on Measures to Prevent Money Laundering and Financing of Terrorism).
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21	FINANCIAL COVENANTS
---	---
21.1	Parent Guarantor's financial covenants:
---	---

The Parent Guarantor shall ensure that at all times:

(a)	it shall maintain Cash in an amount not less than the product of (i) the number of Fleet Vessels and (ii) $500,000; and

(b)	the Leverage Ratio shall not exceed:
(i)	for the period ending on 29 June 2023 (such date inclusive), 85 per cent.; and
---	---
(ii)	thereafter, 70 per cent.
---	---
(c)	The financial covenants contained in this Clause 21 (Financial Covenants) shall be tested quarterly on each Security Cover Testing Date, on the basis of the account statements provided under<br> paragraph (b) of Clause 20.2 (Financial statements) and shall be confirmed in the relevant Compliance Certificate referred to in Clause 20.3 (Compliance Certificate).
---	---
21.2	Borrowers' financial covenants
---	---
(a)	Each Borrower shall, for the period commencing on the Utilisation Date in respect of the relevant Tranche being utilised to finance the Ship owned by that Borrower and ending on the date on which that<br> Tranche has been repaid in full, maintain in its Retention Account a minimum liquidity amount of not less than $650,000 (the "Minimum Liquidity Amount") free of any Security, other than Security created<br> in favour of the Lender.
---	---
(b)	On any Security Cover Testing Date falling on a date 18 Months after the last Utilisation Date, on which the Loan to Value Ratio in respect of a Ship is less 50 per cent. an amount of $150,000 may, at the Borrowers'<br> request be released from the Retention Account in relation to that Ship to the Borrowers. In the event that at any time after such release the Loan to Value Ratio is equal to or above 50 per cent. the Borrowers shall ensure that the Minimum<br> Liquidity Amount of $650,000 is restored in the relevant Retention Account.
---	---
(c)	For the purposes of this Clause 21 (Borrowers' financial covenants), "Loan to Value Ratio" means, in respect of each Ship, the ratio<br> of the Tranche relating to such Ship expressed as a percentage of the Market Value of such Ship.
---	---
(d)	The financial covenants contained in this Clause 21 (Financial Covenants) shall be tested quarterly on each Security Cover Testing Date, on the basis of the account statements provided under<br> paragraph (b) of Clause 20.2 (Financial statements) and shall be confirmed in the relevant Compliance Certificate referred to in Clause 20.3 (Compliance Certificate).
---	---
21.3	Most favoured nation
---	---

The Parent Guarantor undertakes to procure that the Lender shall receive equal treatment with creditors under any other financing which the Parent Guarantor or any of its Subsidiaries have entered or will enter into in relation to any financial or other covenant which the Parent Guarantor provides. Accordingly, should the Parent Guarantor provide to any other creditor additional or more favourable financial or other covenants than those which the Lender has been provided under this or any other Finance Document, the Parent Guarantor shall promptly notify the Lender in writing and give to the Lender a reasonably detailed description of those financial or other covenants and shall, within 15 Business Days from notifying the Lender, enter into such documentation supplemental to the Finance Documents as the Lender may require in order to achieve parity with the lender or (as applicable) lenders under such other financing.

22	GENERAL UNDERTAKINGS
22.1	General
---	---

The undertakings in this Clause 22 (General Undertakings) remain in force throughout the Security Period except as the Lender may otherwise permit.

22.2	Authorisations

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly:

(a)	obtain, comply with and do all that is necessary to maintain in full force and effect;
(b)	supply certified copies to the Lender of,
---	---

any Authorisation required under any law or regulation of a Relevant Jurisdiction or the state of the Approved Flag at any time of each Ship to enable it to:

(i)	perform its obligations under the Transaction Documents to which it is a party;
(ii)	ensure the legality, validity, enforceability or admissibility in evidence in any Relevant Jurisdiction or in the state of the Approved Flag at any time of each Ship of any Transaction Document to which it is a<br> party; and
---	---
(iii)	own and operate each Ship (in the case of the Borrowers).
---	---
22.3	Compliance with laws
---	---

Each Obligor shall, and each Obligor shall procure that each other Transaction Obligor which is a member of the Group will, comply in all respects with all laws and regulations to which it may be subject and shall ensure that no Transaction Obligor which is a member of the Group shall engage or conspire to engage in any activity or conduct which would violate any applicable anti-bribery, anti-corruption or anti-money laundering laws, regulations or rules in any applicable jurisdiction.

22.4	Environmental compliance

Each Obligor shall, and shall procure that each other Transaction Obligor and each member of the Group will,:

(a)	comply with all Environmental Laws;
(b)	obtain, maintain and ensure compliance with all requisite Environmental Approvals;
---	---
(c)	implement procedures to monitor compliance with and to prevent liability under any Environmental Law,
---	---

where failure to do so has or is reasonably likely to have a Material Adverse Effect.

22.5	Environmental Claims

Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly upon becoming aware of the same, inform the Lender in writing of:

(a)	any Environmental Claim against any member of the Group which is current, pending or threatened; and
(b)	any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any member of the Group,
---	---

where the claim, if determined against that member of the Group, has or is reasonably likely to have a Material Adverse Effect.

22.6	Taxation
(a)	Each Obligor shall, and shall procure that each other Transaction Obligor will, pay and discharge all Taxes imposed upon it or its assets within the time period allowed without incurring penalties unless and only to<br> the extent that:
---	---
(i)	such payment is being contested in good faith;
---	---
(ii)	adequate reserves are maintained for those Taxes and the costs required to contest them and both have been disclosed in its latest financial statements delivered to the Lender under Clause 20.2 (Financial statements); and
---	---
(iii)	such payment can be lawfully withheld and failure to pay those Taxes does not have or is not reasonably likely to have a Material Adverse Effect.
---	---
(b)	No Obligor shall change its residence for Tax purposes.
---	---
22.7	Overseas companies
---	---

22.8	No change to centre of main interests

No Obligor shall change the location of its centre of main interest (as that term is used in Article 3(1) of the Regulation) from that stated in relation to it in Clause 19.31 (Centre of main interests and establishments) and it will create no "establishment" (as that term is used in Article 2(10) of the Regulation) in any other jurisdiction.

22.9	Pari passu ranking

22.10	Title
(a)	Each Borrower shall hold the legal title to, and own the entire beneficial interest in its Ship, its Earnings and its Insurances.
---	---
(b)	With effect on and from its creation or intended creation, each Obligor shall hold the legal title to, and own the entire beneficial interest in any other assets the subject of any Transaction Security created or<br> intended to be created by such Obligor.
---	---
22.11	Negative pledge
---	---
(a)	No Obligor shall create or permit to subsist any Security over any of its assets which are the subject of the Security created or intended to be created by the Finance Documents.
---	---
(b)	No Borrower shall, and the Borrowers shall procure that no other Transaction Obligor (other than the Approved Managers and the Parent Guarantor) will:
---	---
(i)	sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor;
---	---
(ii)	sell, transfer or otherwise dispose of any of its receivables on recourse terms;
---	---
(iii)	enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or
---	---
(iv)	enter into any other preferential arrangement having a similar effect,
---	---

in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c)	Paragraphs (a) and (b) above do not apply to any Permitted Security.
22.12	Disposals
---	---
(a)	No Borrower shall enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset (including,<br> without limitation any Ship, its Earnings or its Insurances).
---	---
(b)	The Parent Guarantor shall not enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose all<br><br><br><br><br> or substantially all of its assets.
---	---
(c)	Paragraph (a) above does not apply to any Charter as all Charters are subject to Clause 24.16 (Restrictions on chartering, appointment of managers etc.).
---	---
22.13	Merger
---	---
(a)	No Borrower will enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction.
---	---
(b)	The Parent Guarantor will not enter into any amalgamation, demerger, merger, consolidation or corporate reconstruction, unless after such amalgamation, demerger, merger, consolidation or corporate reconstruction (i)<br> the Parent Guarantor remains the surviving entity and (ii) the financial covenants set out in Clause 21 (Financial Covenants) are complied with.
---	---

22.14	Change of business
(a)	The Parent Guarantor shall procure that no substantial change is made to the general nature of the business of the Parent Guarantor or the Group from that carried on at the date of this Agreement.
---	---
(b)	No Borrower shall engage in any business other than the ownership and operation of its Ship.
---	---
22.15	Financial Indebtedness
---	---

No Borrower shall incur or permit to be outstanding any Financial Indebtedness except Permitted Financial Indebtedness.

22.16	Expenditure and transfer of turnover
(a)	No Borrower shall incur any expenditure, except for expenditure reasonably incurred in the ordinary course of owning, operating, insuring, maintaining and repairing its Ship.
---	---
(b)	No Obligor will permit a leakage to the effect that any assets, turnover and/or income of that Obligor will be transferred to any Affiliate or any third party.
---	---
22.17	Share capital
---	---

No Borrower shall:

(a)	purchase, cancel or redeem any of its issued shares;
(b)	increase or reduce the number of shares it is authorised to issue;
---	---
(c)	issue any further shares except to the Parent Guarantor and provided such new shares are made subject to the terms of the Shares Security applicable to that Borrower immediately upon the issue of such new shares in<br> a manner satisfactory to the Lender and the terms of that Shares Security are complied with;
---	---
(d)	appoint any further director or officer of that Borrower (unless the provisions of the Shares Security applicable to that Borrower are complied with).
---	---
22.18	Dividends
---	---

An Obligor may:

(a)	declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any<br> class of its share capital);
(b)	repay or distribute any dividend or share premium reserve;
---	---
(c)	pay any management, advisory or other fee to or to the order of any of its shareholders; or
---	---
(d)	redeem, repurchase, defease, retire or repay any of its share capital or resolve to do so,
---	---

provided that:

(i)	no Event of Default has occurred and is continuing; and

(ii)	none of the above would result in the occurrence of an Event of Default; and
(iii)	the minimum security cover ratio required under Clause 25.1 (Minimum required security cover) is complied with; and
---	---
(iv)	the Obligors are in compliance with the provisions in clause 21 (Financial covenants).
---	---
22.19	Other transactions
---	---

No Borrower shall:

(a)	be the creditor in respect of any loan or any form of credit to any person other than another Obligor and where such loan or form of credit is Permitted Financial Indebtedness;
(b)	give or allow to be outstanding any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any other person or enter into any document under which that Borrower assumes any<br> liability of any other person other than any guarantee or indemnity given under the Finance Documents;
---	---
(c)	enter into any material agreement (including, without limitation, any joint ventures or investments) other than:
---	---
(i)	the Transaction Documents;
---	---
(ii)	any other agreement expressly allowed under any other term of this Agreement (including, for the avoidance of any doubt, agreements in the ordinary course of their business); and
---	---
(d)	enter into any transaction on terms which are, in any respect, less favourable to that Obligor than those which it could obtain in a bargain made at arms' length;
---	---
(e)	acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or European banks;
---	---
(f)	amend or terminate any material agreement to which it is a party; or
---	---
(g)	amend its constitutional documents.
---	---
22.20	Unlawfulness, invalidity and ranking; Security imperilled
---	---

No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, do (or fail to do) or cause or permit another person to do (or omit to do) anything which is likely to:

(a)	make it unlawful for a Transaction Obligor to perform any of its obligations under the Transaction Documents;
(b)	cause any obligation of a Transaction Obligor under the Transaction Documents to cease to be legal, valid, binding or enforceable;
---	---
(c)	cause any Transaction Document to cease to be in full force and effect;
---	---
(d)	cause any Transaction Security to rank after, or lose its priority to, any other Security; and
---	---
(e)	imperil or jeopardise the Transaction Security.
---	---

22.21	Sanctions
(a)	No Transaction Obligor, nor any of their respective directors, officers or employees will (and the Obligors shall procure that no other member of the Group will):
---	---
(i)	directly or indirectly, make any proceeds of the Loans available to, or for the benefit of, a Prohibited Person or permit or authorise any such proceeds to be applied in a manner or for a purpose prohibited by<br> Sanctions; and/or
---	---
(ii)	engage in any activities, business or transactions that could result in it or any other member of the Group or Lender being designated as a Prohibited Person; and/or
---	---
(iii)	directly or indirectly fund all or part of any payment or repayment under the Facility out of proceeds derived from transactions which would be prohibited by Sanctions or by sanctions policies of the Lender or which<br> would otherwise cause the Lender or other national under the jurisdiction of a Sanctions Authority to be in breach of Sanctions.
---	---
(b)	The Transaction Obligors will not receive any payment from a Prohibited Person.
---	---
(c)	Each Transaction Obligor shall (and the Obligors shall procure that each other member of the Group will) comply in all respects with applicable Sanctions.
---	---
(d)	The Transaction Obligors shall institute and maintain policies and procedures designed to promote and achieve compliance by each member of the Group with applicable Sanctions.
---	---
22.22	Financial years
---	---

No Obligor shall change the duration of any of its financial years.

22.23	No change of domicile

No Obligor shall change its Original Jurisdiction or its place of domicile.

22.24	NASDAQ listing

The Parent Guarantor shall maintain its listing on the NASDAQ Stock Exchange or any other stock exchange acceptable to the Lender.

22.25	Further assurance
(a)	Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly, and in any event within the time period specified by the Lender do all such acts (including procuring or arranging any<br> registration, notarisation or authentication or the giving of any notice) or execute or procure execution of all such documents (including assignments, transfers, mortgages, charges, notices, instructions, acknowledgments, proxies and powers<br> of attorney), as the Lender may specify (and in such form as the Lender may require in favour of the Lender or its nominee(s)):
---	---
(i)	to create, perfect, vest in favour of the Lender or protect the priority of the Security or any right of any kind created or intended to be created under or evidenced by the Finance Documents (which may include the<br> execution of a mortgage, charge, assignment or other Security over all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powers and remedies of the Lender or any<br> Receiver or Delegate provided by or pursuant to the Finance Documents or by law;
---	---

(ii)	to confer on the Lender Security over any property and assets of that Transaction Obligor located in any jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Finance<br> Documents;
(iii)	to facilitate or expedite the realisation and/or sale of, the transfer of title to or the grant of, any interest in or right relating to the assets which are, or are intended to be, the subject of the Transaction<br> Security or to exercise any power specified in any Finance Document in respect of which the Security has become enforceable; and/or
---	---
(iv)	to enable or assist the Lender to enter into any transaction to commence, defend or conduct any proceedings and/or to take any other action relating to any item of the Security Property.
---	---
(b)	Each Obligor shall, and shall procure that each other Transaction Obligor will, take all such action as is available to it (including making all filings and registrations) as may be necessary for the purpose of the<br> creation, perfection, protection or maintenance of any Security conferred or intended to be conferred on the Lender by or pursuant to the Finance Documents.
---	---
(c)	At the same time as an Obligor delivers to the Lender any document executed by itself or another Transaction Obligor pursuant to this Clause 22.25 (Further assurance), that<br> Obligor shall deliver, or shall procure that such other Transaction Obligor will deliver, to the Lender a certificate signed by an oficer of that Obligor's or Transaction Obligor which shall:
---	---
(i)	set out the text of a resolution of that Obligor's or Transaction Obligor's directors specifically authorising the execution of the document specified by the Lender; and
---	---
(ii)	state that either the resolution was duly passed at a meeting of the directors validly convened and held, throughout which a quorum of directors entitled to vote on the resolution was present, or that the resolution<br> has been signed by all the directors of that Obligor or Transaction Obligor and is valid under that Obligor's or Transaction Obligor's articles of association or other constitutional documents.
---	---
23	INSURANCE UNDERTAKINGS
---	---
23.1	General
---	---

The undertakings in this Clause 23 (Insurance Undertakings) remain in force from the date of this Agreement throughout the rest of the Security Period except as the Lender may otherwise permit.

23.2	Maintenance of obligatory insurances

Each Borrower shall keep the Ship owned by it insured at its expense against:

(a)	fire and usual marine risks (including hull and machinery and excess risks);
(b)	war risks (including London blocking and trapping or similar arrangements and acts of terrorism and piracy);
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(c)	protection and indemnity risks; and
---	---

(d)	any other risks against which the Lender considers, having regard to practices and other circumstances prevailing at the relevant time, it would be reasonable for that Borrower to insure and which are specified by<br> the Lender by the notice to that Borrower.
23.3	Terms of obligatory insurances
---	---

Each Borrower shall effect such insurances:

(a)	in dollars;
(b)	in the case of hull and machinery risks (but excluding hull interest and excess risks) in an amount equal to 80 per cent. of the Market Value of that Ship;
---	---
(c)	in the case of hull and machinery risks plus freight interest and hull interest and any other marine risks such as increased value and excess risks, in an amount on an agreed value basis at least equal to the greater of:
---	---
(i)	the Market Value of that Ship; and
---	---
(ii)	an amount which equals 120 per cent. of the Tranche relating to that Ship then outstanding;
---	---
(d)	in the case of war risks (extended to cover piracy and terrorism if those risks are excluded from the fire and usual marine risks cover and to cover war protection and indemnity and crew liability), in an amount on an agreed value basis of<br> at least equal to the greater of:
---	---
(i)	the Market Value of that Ship; and
---	---
(ii)	an amount which equals 120 per cent. of the Tranche relating to that Ship then outstanding;
---	---
(e)	in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basic protection and indemnity club entry and in the international marine insurance market (for the<br> time being $1,000,000,000);
---	---
(f)	in the case of protection and indemnity risks, in respect of the full tonnage of its Ship;
---	---
(g)	on approved terms (based on Nordic Marine Insurance Plan, Institute Time Clauses Terms or other recognised marine insurance terms); and
---	---
(h)	through Approved Brokers and with approved insurance companies and/or underwriters with minimum A- (S&P) rating or A3 (Moody's) rating or A- (AM Best) rating, in the case of war risks and protection and<br> indemnity risks, in approved war risks and protection and indemnity risks associations.
---	---
23.4	Further protections for the Lender
---	---
(a)	In addition to the terms set out in Clause 23.3 (Terms of obligatory insurances), each Borrower shall procure that the obligatory insurances effected by it shall:
---	---
(i)	subject always to paragraph (iii), name that Borrower as the sole named insured unless the capacity of every other named insured or co-insured is included on the policies (e.g. as owner, manager, crew manager,<br> holding company etc.) and the interest of such other named insured or co-insured is limited:
---	---

(A)	in respect of any obligatory insurances for hull and machinery and war risks;
(1)	to any provable out-of-pocket expenses that it has incurred and which form part of any recoverable claim on underwriters; and
---	---
(2)	to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of any claims made against it); and
---	---
(ii)	in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it is entitled to make by way of reimbursement following discharge of any third party liability claims made specifically<br> against it;
---	---

(iii)	whenever the Lender requires, name (or be amended to name) the Lender as additional named insured for its rights and interests, warranted no operational interest and with full waiver of rights of subrogation against<br> the Lender, but without the Lender being liable to pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;
(iv)	name the Lender as loss payee with such directions for payment as the Lender may specify;
---	---
(v)	provide that all payments by or on behalf of the insurers under the obligatory insurances to the Lender shall be made without set off, counterclaim or deductions or condition whatsoever and include waiver of lien<br> for any fleet premiums;
---	---
(vi)	provide that the obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the Lender; and
---	---
(vii)	provide that the Lender may make proof of loss if that Borrower fails to do so.
---	---
(b)	In the case the relevant obligatory insurances form part of a fleet cover, the Borrowers shall procure that, the brokers, underwriters, protection and indemnity and/or war risks associations (but excluding P&I<br> insurers) shall undertake to the Lender that they shall neither set off against any claim payable by the insurers in respect of the Ships any premiums or calls due in respect of other vessels forming part of such fleet cover or in respect of<br> other insurances forming part of such fleet cover nor cancel any of the relevant obligatory insurances by reason of non-payment of premiums or calls due in respect of other vessels forming part of such fleet cover or in respect of other<br> insurances forming part of such fleet cover.
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23.5	Renewal of obligatory insurances
---	---

Each Borrower shall:

(a)	at least 21 days before the expiry of any obligatory insurance effected by it:
(i)	notify the Lender of the Approved Brokers (or other insurers) and any protection and indemnity or war risks association through or with which it proposes to renew that obligatory insurance and of the proposed terms<br> of renewal; and
---	---
(ii)	obtain the Lender's approval to the matters referred to in sub-paragraph (i) above;
---	---
(b)	at least seven days before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Lender's approval pursuant to paragraph (a) above; and
---	---
(c)	procure that the Approved Brokers and/or the approved war risks and protection and indemnity associations with which such a renewal is effected shall promptly after the renewal notify the Lender in writing of the<br> terms and conditions of the renewal.
---	---
23.6	Copies of policies; letters of undertaking
---	---

Each Borrower shall ensure that the Approved Brokers provide the Lender with:

(a)	pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew; and
(b)	copies of all cover notes in form acceptable to the Lender;
---	---
(c)	a letter or letters of undertaking in a form required by the Lender and including undertakings by the Approved Brokers that:
---	---
(i)	they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with the provisions of Clause 23.4 (Further protections<br> for the Lender);
---	---
(ii)	they will hold such policies, and the benefit of such insurances, to the order of the Lender in accordance with such loss payable clause;
---	---
(iii)	they will advise the Lender immediately of any material change to the terms of the obligatory insurances;
---	---
(iv)	they will, if they have not received notice of renewal instructions from the relevant Borrower or its agents, notify the Lender not less than seven days before the expiry of the obligatory insurances;
---	---
(v)	if they receive instructions to renew the obligatory insurances, they will promptly notify the Lender of the terms of the instructions;
---	---
(vi)	they will not set off against any sum recoverable in respect of a claim relating to the Ship owned by that Borrower under such obligatory insurances any premiums or other amounts due to them or any other person<br> whether in respect of that Ship or otherwise, they waive any lien on the policies, or any sums received under them, which they might have in respect of such premiums or other amounts and they will not cancel such obligatory insurances by<br> reason of non-payment of such premiums or other amounts; and
---	---

(vii)	they will arrange for a separate policy to be issued in respect of the Ship owned by that Borrower forthwith upon being so requested by the Lender.
23.7	Copies of certificates of entry
---	---

Each Borrower shall ensure that any protection and indemnity and/or war risks associations in which the Ship owned by it is entered provide the Lender with:

(a)	a copy of the certificate of entry for that Ship;
(b)	copies of all cover notes in form acceptable to the Lender;
---	---
(c)	a letter or letters of undertaking in such form as may be required by the Lender; and
---	---
(d)	a copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevant certifying authority in relation to that Ship.
---	---
23.8	Deposit of original policies
---	---

Each Borrower shall ensure that all policies relating to obligatory insurances effected by it are deposited with the Approved Brokers through which the insurances are effected or renewed.

23.9	Payment of premiums

Each Borrower shall punctually pay all premiums or other sums payable in respect of the obligatory insurances effected by it and produce all relevant receipts when so required by the Lender.

23.10	Guarantees

Each Borrower shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in full force and effect.

23.11	Compliance with terms of insurances
(a)	No Borrower shall do or omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insurance invalid, void, voidable or unenforceable or render any sum payable<br> under an obligatory insurance repayable in whole or in part.
---	---
(b)	Without limiting paragraph (a) above, each Borrower shall:
---	---
(i)	take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and (without limiting the obligation contained in sub-paragraph (iii) of paragraph<br> (b) of Clause 23.6 (Copies of policies; letters of undertaking)) ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Lender has not given its<br> prior approval;
---	---
(ii)	not make any changes relating to the classification or classification society or manager or operator of the Ship owned by it approved by the underwriters of the obligatory insurances;
---	---
(iii)	make (and promptly supply copies to the Lender of) all quarterly or other voyage declarations which may be required by the protection and indemnity risks association in which the Ship owned by it is entered to<br> maintain cover for trading to the United States of America and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and
---	---

(iv)	not employ the Ship owned by it, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatory insurances, without first obtaining the consent of the insurers and<br> complying with any requirements (as to extra premium or otherwise) which the insurers specify.
23.12	Alteration to terms of insurances
---	---

No Borrower shall make or agree to any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance.

23.13	Settlement of claims

Each Borrower shall:

(a)	not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty; and
(b)	do all things necessary and provide all documents, evidence and information to enable the Lender to collect or recover any moneys which at any time become payable in respect of the obligatory insurances.
---	---
23.14	Provision of copies of communications
---	---

Each Borrower shall provide the Lender, at the time of each such communication, with copies of all written communications (other than communications of an entirely routine nature) between that Borrower and:

(a)	the Approved Brokers;
(b)	the approved protection and indemnity and/or war risks associations; and
---	---
(c)	the approved insurance companies and/or underwriters,
---	---

which relate directly or indirectly to:

(i)	that Borrower's obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments of additional premiums or calls; and
(ii)	any credit arrangements made between that Borrower and any of the persons referred to in paragraphs (a) or (b) above relating wholly or partly to the effecting or maintenance of the obligatory insurances.
---	---
23.15	Provision of information
---	---

Each Borrower shall promptly provide the Lender (or any persons which it may designate) with any information which the Lender (or any such designated person) requests for the purpose of:

(a)	obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed to be effected; and/or

(b)	effecting, maintaining or renewing any such insurances as are referred to in Clause 23.16 (Mortgagee's interest and, additional perils insurances) or dealing with or<br> considering any matters relating to any such insurances,

23.16	Mortgagee's interest and additional perils insurances
(a)	The Lender shall be entitled from time to time to effect, maintain and renew a mortgagee's interest marine insurance and a mortgagee's interest additional perils insurance in an amount of not less than 110 per cent.<br> of the Loan, on such terms, through such insurers and generally in such manner as the Lender may from time to time consider appropriate.
---	---
(b)	The Borrowers shall upon demand fully indemnify the Lender in respect of all premiums and other expenses which are incurred in connection with or with a view to effecting, maintaining or renewing any insurance<br> referred to in paragraph (a) above or dealing with, or considering, any matter arising out of any such insurance.
---	---
(c)	The Lender shall be entitled to disclose all necessary information for the purpose of effecting the insurance cover under paragraph (b) above, including without limitation, the name of the Ships, the<br> IMO number of the Ships and the outstanding amount of the Secured Liabilities.
---	---
23.17	Review of insurance requirements
---	---

The Lender shall be entitled to review the requirements of this Clause 23 (Insurance Undertakings) from time to time in order to take account of any changes in circumstances after the date of this Agreement which are, in the opinion of the Lender, significant and capable of affecting the relevant Borrower or its Ship and its or their insurance (including, without limitation, changes in the availability or the cost of insurance coverage or the risks to which that Borrower may be subject).

23.18	Modification of insurance requirements

The Lender shall notify the relevant Borrower of any proposed modification under Clause 23.17 (Review of insurance requirements) to the requirements of this Clause 23 (Insurance Undertakings) which the Lender considers appropriate in the circumstances, and such modification shall take effect within 10 Business Days’ from the date it is notified in writing to the relevant Borrower as an amendment to this Clause 23 (Insurance Undertakings) and shall bind the Borrowers accordingly.

23.19	Insurance opinion

The Lender shall have the right to have the Insurances in relation to a Ship reviewed and inspected (i) once annually unless there is an Event of Default whereby the Lender shall have the right to have the Insurances reviewed as often as deemed required and (ii) at all other times concurrently with the renewal of any Insurances, by an insurance consultant appointed by the Lender, at the cost of the Borrowers.

24	GENERAL SHIP UNDERTAKINGS
24.1	General
---	---

The undertakings in this Clause 24 (General Ship Undertakings) remain in force on and from the date of this Agreement and throughout the rest of the Security Period except as the Lender may otherwise permit.

24.2	Ships' names and registration

Each Borrower shall, in respect of the Ship owned by it:

(a)	keep that Ship registered in its name under the Approved Flag from time to time at its port of registration;
(b)	not do or allow to be done anything as a result of which such registration might be suspended, cancelled or imperilled;
---	---
(c)	not enter into any dual flagging arrangement in respect of that Ship; and
---	---
(d)	not change the name of that Ship,
---	---

provided that any agreed change of name or the Approved flag of a Ship shall be subject to:

(i)	that Ship remaining subject to Security securing the Secured Liabilities created by a first priority or preferred ship mortgage on that Ship and, if appropriate, a first priority deed of covenant collateral to that<br> mortgage (or equivalent first priority Security) on substantially the same terms as the Mortgage on that Ship and on such other terms and in such other form as the Lender shall approve or require; and
(ii)	the execution of such other documentation amending and supplementing the Finance Documents as the Lender shall approve or require.
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24.3	Repair and classification
---	---

Each Borrower shall keep the Ship owned by it in a good and safe condition and state of repair:

(a)	consistent with first class ship ownership and management practice;
(b)	classed with an Approved Classification Society;
---	---
(c)	so as to maintain the Approved Classification free of material overdue recommendations and/or conditions affecting that Ship's class or adverse notations; and
---	---
(d)	so as to ensure that its Market Value is not materially reduced.
---	---
24.4	Classification society undertaking
---	---

Each Borrower shall, in respect of the Ship owned by it, instruct the relevant Approved Classification Society (and procure that the Approved Classification Society undertakes with the Lender):

(a)	to send to the Lender, following receipt of a written request from the Lender, certified true copies of all original class records held by the Approved Classification Society in relation to that Ship;
(b)	to allow the Lender (or its agents), at any time and from time to time, to inspect the original class and related records of that Borrower and that Ship at the offices of the Approved Classification Society and to<br> take copies of them;
---	---
(c)	to notify the Lender immediately in writing if the Approved Classification Society:
---	---
(i)	receives notification from that Borrower or any person that that Ship's Approved Classification Society is to be changed; or
---	---
(ii)	becomes aware of any facts or matters which may result in or have resulted in a change, suspension, discontinuance, withdrawal or expiry of that Ship's class under the rules or terms and conditions of that Borrower<br> or that Ship's membership of the Approved Classification Society;
---	---
(d)	following receipt of a written request from the Lender:
---	---
(i)	to confirm that that Borrower is not in default of any of its contractual obligations or liabilities to the Approved Classification Society, including confirmation that it has paid in full all fees or other charges<br> due and payable to the Approved Classification Society; or
---	---
(ii)	to confirm that that Borrower is in default of any of its contractual obligations or liabilities to the Approved Classification Society, to specify to the Lender in reasonable detail the facts and circumstances of<br> such default, the consequences of such default, and any remedy period agreed or allowed by the Approved Classification Society.
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24.5	Modifications
---	---

24.6	Removal and installation of parts
(a)	Subject to paragraph (b) below, no Borrower shall remove any material part of any Ship, or any item of equipment installed on any Ship unless:
---	---
(i)	the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the part or item removed;
---	---
(ii)	the replacement part or item is free from any Security in favour of any person other than the Lender; and
---	---
(iii)	the replacement part or item becomes, on installation on that Ship, the property of that Borrower and subject to the security constituted by the Mortgage on that Ship.
---	---
(b)	A Borrower may install equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship owned by that Borrower.
---	---

24.7	Surveys

24.8	Inspection

Each Borrower shall permit the Lender (acting through surveyors or other persons appointed by it for that purpose) to board the Ship owned by it upon the Lender's request to inspect, at all reasonable times upon reasonable notice and without interfering with the Vessel's schedule and Provided that no Event of Default has occurred, its condition and documents (including, without limitation, class records) or to satisfy themselves about proposed or executed repairs and shall afford all proper facilities for such inspection, at the Borrowers' expenses, Provided that if no Event of Default has occurred, the Borrowers shall pay the expenses for one inspection per calendar year in respect of each Ship.

24.9	Prevention of and release from arrest
(a)	Each Borrower shall, in respect of the Ship owned by it, promptly discharge:
---	---
(i)	all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against that Ship, its Earnings or its Insurances;
---	---
(ii)	all Taxes, dues and other amounts charged in respect of that Ship, its Earnings or its Insurances; and
---	---
(iii)	all other outgoings whatsoever in respect of that Ship, its Earnings or its Insurances.
---	---
(b)	Each Borrower shall, immediately upon receiving notice of the arrest of the Ship owned by it or of its detention in exercise or purported exercise of any lien or claim, take all steps necessary to procure its<br> release by providing bail or otherwise as the circumstances may require.
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24.10	Compliance with laws etc.
---	---

Each Borrower shall:

(a)	comply, or procure compliance with all laws or regulations:
(i)	relating to its business generally; and
---	---
(ii)	relating to the Ship owned by it, its ownership, employment, operation, management and registration,
---	---

including, but not limited to:

(A)	the ISM Code;
(B)	the ISPS Code;
---	---
(C)	all Environmental Laws;
---	---
(D)	all Sanctions; and
---	---

(E)	the laws of the Approved Flag; and
(b)	obtain, comply with and do all that is necessary to maintain in full force and effect any Environmental Approvals; and
---	---
(c)	without limiting paragraph (a) above, not employ the Ship owned by it nor allow its employment, operation or management in any manner contrary to any law or regulation including but not limited to the ISM Code, the<br> ISPS Code, all Environmental Laws and Sanctions (or which would be contrary to Sanctions if Sanctions were binding on each Transaction Obligor).
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24.11	ISPS Code
---	---

Without limiting paragraph (a) of Clause 24.10 (Compliance with laws etc.), each Borrower shall:

(a)	procure that the Ship owned by it and the company responsible for that Ship's compliance with the ISPS Code comply with the ISPS Code;
(b)	maintain an ISSC for that Ship; and
---	---
(c)	notify the Lender immediately in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC.
---	---
24.12	Sanctions
---	---
(a)	No Borrower shall, and each Borrower shall procure that no Transaction Obligor shall, use any revenue or benefit derived from any activity or dealing with a Prohibited Person in discharging any obligation due or<br> owing to the Lender.
---	---
(b)	Each Borrower undertakes that it shall, and it shall procure that each Transaction Obligor shall:
---	---
(i)	be in compliance with all Sanctions; and
---	---
(ii)	not be subject to or the target of any action by any regulatory or enforcement authority or third party in relation to any Sanctions of any Sanctions Authority.
---	---
(c)	Each Borrower undertakes that it will prevent its Ship from being used, directly or indirectly:
---	---
(i)	by, or for the benefit of, any Prohibited Person or any person owned or controlled by any Prohibited Person (including being sold, chartered, leased or otherwise provided directly or indirectly to any Prohibited<br> Person) in breach of Sanctions;
---	---
(ii)	in any trade which could expose a Ship, the Lender, the Approved Manager(s), a Ship's crew or a Ship's insurers to enforcement proceedings arising from Sanctions or any other<br> consequences whatsoever arising from Sanctions;
---	---
(iii)	in any trade which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances; and/or
---	---
(iv)	in any transport of any goods that are prohibited to be sold, supplied, transferred, purchased, exported or imported under any Sanctions.
---	---

(d)	Each Borrower shall procure that each charterparty in respect of its Ship (other than the time charter relating to Ship B dated 17 October 2018, as further amended and<br> entered into between Borrower B and Glencore) shall include standard clauses on "Sanctions and Designated Entities" included in BIMCO's standard documentation or any equivalent language and (ii) without limitation to the foregoing, for the<br> benefit of that Borrower, language which gives effect to the provisions of this Clause 24.12 (Sanctions) and which permits refusal of employment<br> or voyage orders if compliance would result in a breach of Sanctions.
(e)	Without prejudice to the rights of the Lender under any other provisions of this Agreement and the other Finance Documents, if a Borrower discovers that its Ship, without its knowledge, has been sold, chartered,<br> transferred, leased or otherwise provided directly or indirectly to any Prohibited Person in breach of applicable law, it shall terminate as soon as possible, and in any case within thirty (30) days, after the day it discovers that any of the<br> events described in this Clause 24.12 (Sanctions) has occurred, the relationship with the Prohibited Person. In this case the Borrowers will also inform the Lender immediately upon becoming so aware.
---	---
(f)	Each Borrower will provide the Lender, upon the Lender's written request, with all reasonably relevant documentation related to its Ship and the transported goods which the Lender is required to disclose to a<br> regulatory authority of any Sanctions Authority pursuant to any Sanctions.
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24.13	Illegal trading and Trading in war zones
---	---
(a)	No Borrower shall cause or permit any Ship to enter or trade to any zone which is declared a war zone by any government or by that Ship's war risks insurers or which is otherwise excluded from the scope of coverage<br> of the obligatory insurances unless:
---	---
(i)	the prior written consent of the Lender has been given; and
---	---
(ii)	that Borrower has (at its expense) effected any special, additional or modified insurance cover which the Lender may require.
---	---
(b)	No Borrower shall cause or permit any Ship to enter or trade in any manner contrary to law or in any area which is not covered by the Ship's Insurances.
---	---
24.14	Provision of information
---	---

Without prejudice to Clause 20.6 (Information: miscellaneous) each Borrower shall, in respect of the Ship owned by it, promptly provide the Lender with any information which it requests regarding:

(a)	that Ship, its employment, position and engagements;
(b)	the Earnings and payments and amounts due to its master and crew;
---	---
(c)	any expenditure incurred, or likely to be incurred, in connection with the operation, maintenance or repair of that Ship and any payments made by it in respect of that Ship;
---	---
(d)	any towages and salvages; and
---	---
(e)	its compliance, the Approved Manager's compliance and the compliance of that Ship with the ISM Code and the ISPS Code,
---	---

and, upon the Lender's request, promptly provide copies of any current Assignable Charter (including any Permitted Charter) relating to that Ship, of any current guarantee of any such Charter (including any Permitted Charter), the Ship's Safety Management Certificate and any relevant Document of Compliance.

24.15	Notification of certain events

Each Borrower shall, in respect of the Ship owned by it, immediately notify the Lender by fax or email, confirmed forthwith by letter, of:

(a)	any casualty to that Ship which is or is likely to be or to become a Major Casualty;
(b)	any occurrence as a result of which that Ship has become or is, by the passing of time or otherwise, likely to become a Total Loss;
---	---
(c)	any requisition of that Ship for hire;
---	---
(d)	any requirement or recommendation made in relation to that Ship by any insurer or classification society or by any competent authority which is not immediately complied with;
---	---
(e)	any arrest or detention of that Ship or any exercise or purported exercise of any lien on that Ship or the Earnings;
---	---
(f)	any intended dry docking of that Ship;
---	---
(g)	any Environmental Claim made against that Borrower or in connection with that Ship, or any Environmental Incident;
---	---
(h)	any claim for breach of the ISM Code or the ISPS Code being made against that Borrower, an Approved Manager or otherwise in connection with that Ship;
---	---
(i)	any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being complied with,
---	---
(j)	any notice, or such Borrower becoming aware, of any claim, action, suit, proceeding or investigation against any Transaction Obligor, any of its Subsidiaries or any of their respective directors, officers, employees<br> or agents with respect to Sanctions; or
---	---
(k)	any circumstances which could give rise to a breach of any representation or undertaking in this Agreement, or any Event of Default, relating to Sanctions,
---	---

and each Borrower shall keep the Lender advised in writing on a regular basis and in such detail as the Lender shall require as to that Borrower's, any such Approved Manager's or any other person's response to any of those events or matters.

24.16	Restrictions on chartering, appointment of managers etc.

No Borrower shall, in relation to the Ship owned by it:

(a)	let that Ship on demise charter for any period;
(b)	enter into any time, voyage or consecutive voyage charter in respect of that Ship (other than a Permitted Charter) or "charter-in" any vessel;
---	---

(c)	terminate a Management Agreement unless such Management Agreement is replaced by another Management Agreement with an Approved Manager prior to the date of such termination and such Approved Manager provides a<br> Manager's Undertaking;
(d)	appoint a manager of that Ship other than an Approved Manager and or agree to any material alteration to the terms of an Approved Manager's appointment (and for the avoidance of doubt, any amendment on the duration,<br> the management fees, the termination provisions, the parties and the governing law of any Management Agreement is considered material);
---	---
(e)	de activate or lay up that Ship; or
---	---
(f)	put that Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed $1,000,000 (or the equivalent in any other currency) unless that person has first<br> given to the Lender and in terms satisfactory to it a written undertaking not to exercise any lien on that Ship or its Earnings for the cost of such work or for any other reason.
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24.17	Notice of Mortgage
---	---

Each Borrower shall keep the relevant Mortgage registered against the Ship owned by it as a valid first priority or (as applicable) first preferred mortgage, carry on board that Ship a certified copy of the relevant Mortgage and place and maintain in a conspicuous place in the navigation room and the master's cabin of that Ship a framed printed notice stating that that Ship is mortgaged by that Borrower to the Lender.

24.18	Sharing of Earnings

No Borrower shall enter into any agreement or arrangement for the sharing of any Earnings provided that if a Borrower enters into pool arrangements (with the Lender's prior consent), it will provide the Lender with a copy of the relevant pool agreement and on-hire certificate.

24.19	Charterparty Assignment

If a Borrower enters into any Assignable Charter, that Borrower shall, promptly after the date on which it enters into such Assignable Charter:

(a)	provide the Lender with a certified true copy of such Assignable Charter;
(b)	execute in favour of the Lender a Charterparty Assignment in respect of that Assignable Charter (such Charterparty Assignment to be notified to the relevant charterer and any charter guarantor and that Borrower<br> shall use its best endeavours to obtain an executed acknowledgment of the notice from the relevant charterer and charter guarantor in such form as the Lender may approve or require) and shall deliver to the Lender such other documents as it<br> may reasonably require (including, without limitation, documents equivalent to those referred to at paragraph 1 of Part A of Schedule 2 (Conditions Precedent) in respect of such Charterparty<br> Assignment).
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24.20	Inventory of Hazardous Materials
---	---

Each Borrower shall ensure that the Ship owned by it maintains a valid and up to date Inventory of Hazardous Materials (IHM) which is certified in accordance with the EU Ship Recycling Regulation, 2013 and/or the International Maritime Organisation's (IMO) Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 as further described by IMO and/or that Ship's Approved Classification Society.

24.21	Sustainable and socially responsible dismantling of a Ship
(a)	Each Borrower shall institute and maintain policies and procedures to ensure that its Ship or, as the case may be, any other vessel previously financed by the Lender shall be dismantled, scrapped or, as the case may<br> be, recycled as follows:
---	---
(i)	in the case of it being EU flagged and to the extent applicable to its Ship or, as the case may be, the relevant vessel, be recycled at an approved yard under the EU Ship Recycling Regulation; and
---	---
(ii)	in the case of it being non-EU flagged and to the extent applicable to its Ship or, as the case may be, the relevant vessel, be recycled at a yard certified (by a classification society acceptable to the Lender and<br> which is a member of IACS) to operate under The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships, 2009 and/or the EU Ship Recycling Regulation,
---	---

Provided that its Ship or, as the case may be, the relevant vessel is, at the time of such dismantling, scrapping or recycling, owned by any member of the Group or any intermediary to which the ownership has been transferred for the purposes of dismantling, scrapping or recycling.

(b)	Each Borrower shall institute and maintain safe, sustainable, socially and environmentally responsible policies and procedures with respect to dismantling of its Ship.
24.22	Notification of compliance
---	---

Each Borrower shall promptly provide the Lender from time to time with evidence (in such form as the Lender requires) that it is complying with this Clause 24 (General Ship Undertakings).

25	SECURITY COVER
25.1	Minimum required security cover
---	---
(a)	Clause 25.2 (Provision of additional security; prepayment) applies, if the Lender notifies the Borrowers that:
---	---
(i)	the aggregate Market Value of the Ships then subject to a Mortgage; plus
---	---
(ii)	the Minimum Liquidity Amount; plus
---	---
(iii)	the net realisable value of additional Security previously provided under this Clause 25 (Security Cover),
---	---

is below:

(A)	133 per cent. of the Loan, at any time when the Corporate Leverage Ratio is equal to or less than 65 per cent.; or

(B)	143 per cent. of the Loan, at any time when the Corporate Leverage Ratio is higher than 65 per cent.

(the "Relevant Percentage").

(b)	For the purposes of determining which Relevant Percentage is applicable at any time during the Security Period, the Corporate Leverage Ratio shall be tested on a quarterly basis on each Security Cover Testing Date<br> and shall determine the Relevant Percentage in relation to the security cover ratio set out in paragraph (a) above for the relevant financial quarter falling after the next Security Cover Testing Date (i.e. if for instance the Corporate<br> Leverage Ratio as of 30 June is equal to or less than 65%, the applicable Relevant Percentage for the period 1 October to 31 December will be 133%, same test basis 30 September to determine the Relevant Percentage for the period 1 January to<br> 31 March and so on hereafter).
(c)	For the purposes of this Clause 25.1 (Minimum required security cover) "Corporate Leverage Ratio"<br> means, as at the date of calculation, the ratio (expressed as a percentage) of Net Debt to Market Value Adjusted Total Assets.
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25.2	Provision of additional security; prepayment
---	---
(a)	If the Lender serves a notice on the Borrowers under Clause 25.1 (Minimum required security cover), the Borrowers shall, on or before the date<br> falling one Month after the date on which the Lender's notice is served (the "Prepayment Date"), prepay such part of the Loan as shall eliminate the shortfall. Any prepayment under this paragraph (a) of<br> Clause 25.2 (Provision of additional security; prepayment) shall reduce the Tranches rateably and within each Tranche in inverse order of maturity the amount of each Repayment Instalment (including the<br> Balloon Instalment) falling after that prepayment by the amount prepaid.
---	---
(b)	A Borrower may, instead of making a prepayment as described in paragraph (a) above, provide, or ensure that a third party has provided, additional security which, in the opinion of the Lender:
---	---
(i)	has a net realisable value at least equal to the shortfall; and
---	---
(ii)	is documented in such terms as the Lender may approve or require,
---	---

before the Prepayment Date; and conditional upon such security being provided in such manner, it shall satisfy such prepayment obligation.

25.3	Value of additional vessel security

The net realisable value of any additional security which is provided under Clause 25.2 (Provision of additional security; prepayment) which constitutes a first preferred or first priority mortgage over a vessel shall be the Market Value of the vessel concerned.

25.4	Valuations binding

Any valuation under this Clause 25 (Security Cover) shall be binding and conclusive as regards each Borrower.

25.5	Provision of information
(a)	Each Borrower shall promptly provide the Lender and any Approved Valuer acting under this Clause 25 (Security Cover) with any information which the Lender or the shipbroker<br> may request for the purposes of the valuation.
---	---
(b)	If a Borrower fails to provide the information referred to in paragraph (a) above by the date specified in the request, the valuation may be made on any basis and assumptions which the shipbroker or the Lender<br> considers prudent.
---	---
25.6	Prepayment mechanism
---	---

Any prepayment pursuant to Clause 25.2 (Provision of additional security; prepayment) shall be made in accordance with the relevant provisions of Clause 7 (Prepayment and Cancellation) and shall be treated as a voluntary prepayment pursuant to Clause 7.4 (Voluntary prepayment of a Tranche).

25.7	Provision of valuations

The Borrower shall provide the Lender with a valuation (or, if required by the Lender, two valuations) of each Ship from an Approved Valuer and any other vessel over which additional Security has been created in accordance with Clause 25.2 (Provision of additional security; prepayment), to enable the Lender to determine the Fair Market Value of that Ship on (a) a Security Cover Testing Date and (b) any other date on which the Lender is of the reasonable opinion that the security cover ratio set out in Clause 25.1 (Minimum required security cover) may have been breached (such valuation being an "Interim Valuation"), PROVIDED that unless an Event of Default has occurred and is continuing or the Borrower is required to prepay the Loan pursuant to Clause 7 (Prepayment and Cancellation), the Lender shall bear the cost of any subsequent Interim Valuations during that calendar year.

25.8	Frequency of valuations

The Borrowers acknowledge and agree that the Lender may require or commission valuations of the Ships and test the minimum required security cover pursuant to Clause 25.1 (Minimum required security cover) at any time the Lender shall deem necessary – and thus, the frequency of such testing shall neither be limited to the delivery of a Compliance Certificate nor the delivery of valuation statements on each Security Cover Testing Date – to the effect that a breach of the minimum value security cover shall be remedied by the Borrowers at the time of ascertainment of such breach by the Lender on or before the date falling one Month after such breach and Provided that the Borrowers shall only pay for the costs and expenses of the valuations referred to in Clause 25.7 (Provision of valuations).

25.9	Release of additional security

If at any time the Lender holds additional Cash security provided under this Clause 25 (Security Cover) and the Borrowers are in compliance with the minimum required security cover under Clause 25.1 (Minimum required security cover) for an immediate preceding consecutive period of three Months (without taking into account the Cash security to be released), the Borrower may six months after the date on which such additional security has been provided and by 30 days prior written notice to the Lender and at the Borrowers' expense, require the release and discharge of the relevant part of the additional security, Provided that the Borrowers demonstrate to the Lender that, if the test under Clause 25.1 (Minimum required security cover) were to be applied immediately following the release of such additional security, the Borrowers would be in compliance with the minimum required security cover under Clause 25.1 (Minimum required security cover). The Lender shall then promptly direct release and discharge the relevant part of that additional security if no Event of Default is then continuing or will result from such release and discharge.

26	ACCOUNTS
26.1	Accounts
---	---

No Borrower may, without the prior consent of the Lender, maintain any bank account other than its Earnings Account and its Retention Account.

26.2	Payment of Earnings
(a)	Each Borrower shall ensure that, subject only to the provisions of the General Assignment to which it is a party, all the Earnings in respect of the Ship owned by it are paid in its Earnings Account and no set off<br> rights will be granted by any Borrower to the Account Bank.
---	---
(b)	All Earnings of a Ship arising out of its employment shall be available to the relevant Borrower until the Lender has served a notice to the Borrowers that an Event of Default has occurred and is continuing.
---	---
(c)	Each Borrower shall ensure that on the first Utilisation Date the Minimum Liquidity Amount is credited to its Retention Account.
---	---
26.3	Location of Accounts
---	---

Each Borrower shall promptly:

(a)	comply with any requirement of the Lender as to the location or relocation of its Earnings Account and its Retention Account (or either of them); and
(b)	execute any documents which the Lender specifies to create or maintain in favour of the Lender Security over (and/or rights of set-off, consolidation or other rights in relation to) the Earnings Accounts and the<br> Retention Accounts.
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27	EVENTS OF DEFAULT
---	---
27.1	General
---	---

Each of the events or circumstances set out in this Clause 27 (Events of Default) is an Event of Default except for Clause 27.19 (Acceleration) and Clause 27.20 (Enforcement of security).

27.2	Non-payment

A Transaction Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place and in the currency in which it is expressed to be payable unless:

(a)	its failure to pay is caused by:
(i)	administrative or technical error; or
---	---
(ii)	a Disruption Event; and
---	---

(b)	payment is made within five Business Days of its due date.
27.3	Specific obligations
---	---

A breach occurs of Clause 4.4 (Waiver of conditions precedent), Clause 19.34 (Sanctions), Clause 20 (Information Undertakings), Clause 21 (Financial Covenants), Clause 22.10 (Title), Clause 22.11 (Negative pledge), paragraph (g) of Clause 22.19 (Other transactions), Clause 22.20 (Unlawfulness, invalidity and ranking; Security imperilled), Clause 22.21 (Sanctions), Clause 23.2 (Maintenance of obligatory insurances), Clause 23.3 (Terms of obligatory insurances), Clause 23.5 (Renewal of obligatory insurances), Clause 24.2 (Ship's name and registration), paragraphs (a) to (c) of Clause 24.3 (Repair and classification), Clause 24.10 (Compliance with laws etc.) (insofar as that Clause relates to Sanctions), Clause 24.12 (Sanctions), paragraph (d) of Clause 24.16 (Restrictions on chartering, appointment of managers, etc.), save to the extent such breach is a failure to pay and therefore subject to Clause 27.2 (Non-payment),

  Clause 25 \(Security Cover\).

27.4	Other obligations
(a)	A Transaction Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 27.2 (Non-payment) and Clause 27.3 (Specific obligations)).
---	---
(b)	No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within five Business Days of the Lender giving notice to the Borrowers or (if earlier) any<br> Transaction Obligor becoming aware of the failure to comply.
---	---
27.5	Misrepresentation
---	---

Any representation or statement made or deemed to be made by a Transaction Obligor in the Finance Documents or any other document delivered by or on behalf of any Transaction Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading when made or deemed to be made.

27.6	Cross default
(a)	Any Financial Indebtedness of any Transaction Obligor is not paid when due nor within any originally applicable grace period.
---	---
(b)	Any Financial Indebtedness of any Transaction Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).
---	---
(c)	Any commitment for any Financial Indebtedness of any Transaction Obligor is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).
---	---
(d)	Any creditor of any Transaction Obligor becomes entitled to declare any Financial Indebtedness of any Transaction Obligor due and payable prior to its specified maturity as a result of an event of default (however<br> described).
---	---
(e)	No Event of Default will occur under this Clause 27.6 (Cross default) in respect of a person if, the aggregate amount of Financial Indebtedness with any creditors other than<br> the Lender or commitment for Financial Indebtedness with any creditors other than the Lender falling within paragraphs (a) to (d) above, is less than (i) $500,000 in respect of the Borrowers and any member of the Group (other than the Parent<br> Guarantor) and (ii) $5,000,000 in respect of the Parent Guarantor (or, in each case, its equivalent in any other currency).
---	---

27.7	Insolvency
(a)	A Transaction Obligor:
---	---
(i)	is unable or admits inability to pay its debts as they fall due;
---	---
(ii)	is deemed to, or is declared to, be unable to pay its debts under applicable law;
---	---
(iii)	suspends or threatens to suspend making payments on any of its debts; or
---	---
(iv)	by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding the Lender in its capacity as such) with a view to rescheduling any of its indebtedness.
---	---
(b)	The value of the assets of any Transaction Obligor is less than its liabilities (taking into account contingent and prospective liabilities).
---	---
(c)	A moratorium is declared in respect of any indebtedness of any Transaction Obligor. If a moratorium occurs, the ending of the moratorium will not remedy any Event of Default caused by that moratorium.
---	---
27.8	Insolvency proceedings
---	---
(a)	Any corporate action, legal proceedings or other procedure or step is taken in relation to:
---	---
(i)	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of any Transaction<br> Obligor;
---	---
(ii)	a composition, compromise, assignment or arrangement with any creditor of any Transaction Obligor;
---	---
(iii)	the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of any Transaction Obligor or any of its assets; or
---	---
(iv)	enforcement of any Security over any assets of any Transaction Obligor,
---	---

or any analogous procedure or step is taken in any jurisdiction.

(b)	Paragraph (a) above shall not apply to any winding-up petition or other proceeding which is frivolous or vexatious and is discharged, stayed or dismissed within 14 days of commencement.
27.9	Creditors' process
---	---

Any expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset or assets of a Transaction Obligor (other than an arrest or detention of a Ship referred to in Clause 27.13 (Arrest)) and is not discharged within 30 days.

27.10	Unlawfulness, invalidity and ranking
(a)	It is or becomes unlawful for a Transaction Obligor to perform any of its obligations under the Finance Documents.
---	---
(b)	Any obligation of a Transaction Obligor under the Finance Documents is not or ceases to be legal, valid, binding or enforceable.
---	---
(c)	Any Finance Document ceases to be in full force and effect or to be continuing or is or purports to be determined or any Transaction Security is alleged by a party to it (other than the Lender) to be ineffective.
---	---
(d)	Any Transaction Security proves to have ranked after, or loses its priority to, any other Security.
---	---
27.11	Security imperilled
---	---

Any Security created or intended to be created by a Finance Document is in any way imperilled or in jeopardy.

27.12	Cessation of business

Any Transaction Obligor suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.

27.13	Arrest

Any arrest of a Ship or its detention in the exercise or the purported exercise of any lien or claim unless it is redelivered to the full control of the relevant Borrower within 30 days of such arrest or detention.

27.14	Expropriation

The authority or ability of any Transaction Obligor to conduct its business is limited or wholly or substantially curtailed by any seizure, expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or other person in relation to any Transaction Obligor or any of its assets other than:

(a)	an arrest or detention of a Ship referred to in Clause 27.13 (Arrest); or
(b)	any Requisition.
---	---
27.15	Repudiation and rescission of agreements
---	---

27.16	Litigation

Any litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency are started or threatened, or any judgment or order of a court, arbitral body or agency is made, in relation to any of the Transaction Documents or the transactions contemplated in any of the Transaction Documents or against any member of the Group or its assets which has or is reasonably likely to have a Material Adverse Effect unless in such case (i) the relevant member of the Group has taken active measures to dispute such proceedings or disputes and such proceedings or disputes are dismissed or withdrawn within thirty (30) days of being made or presented or (ii) the combined value of such proceedings or disputes in respect of such member of the Group (other than a Borrower) does not exceed $1,000,000 (or its equivalent in any other currency) in aggregate.

27.17	Material adverse change

Any event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.

27.18	Audit qualification

The Parent Guarantor's auditors qualify their report on any audited annual consolidated financial statements of the Parent Guarantor.

27.19	Acceleration

On and at any time after the occurrence of an Event of Default the Lender may by notice to the Borrowers:

(a)	cancel the Commitment, whereupon it shall immediately be cancelled;
(b)	declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon it shall become immediately<br> due and payable; and/or
---	---
(c)	declare that all or part of the Loan be payable on demand, whereupon it shall immediately become payable on demand by the Lender,
---	---

and the Lender may serve notices under paragraphs (a), (b) and (c) above simultaneously or on different dates and the Lender may take any action referred to in Clause 27.20 (Enforcement of security) if no such notice is served or simultaneously with or at any time after the service of any of such notice.

27.20	Enforcement of security

On and at any time after the occurrence of an Event of Default which is continuing the Lender may take any action which, as a result of the Event of Default or any notice served under Clause 27.19 (Acceleration), the Lender is entitled to take under any Finance Document or any applicable law or regulation.

SECTION 9

  THE LENDER AND THE OBLIGORS

28	CHANGES TO THE LENDER
28.1	Assignment by the Lender
---	---

Subject to this Clause 28 (Changes to the Lender), the Lender (the "Existing Lender") may, by giving to the Borrowers ten days' prior notice, assign all (but not part) of its rights under the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets (the "New Lender").

28.2	Conditions of assignment
(a)	The consent of the Borrowers is required for an assignment by the Existing Lender, unless the assignment is:
---	---
(i)	to an Affiliate of the Existing Lender; or
---	---
(ii)	made at a time when an Event of Default is continuing.
---	---
(b)	The consent of the Borrowers to an assignment must not be unreasonably withheld or delayed. Each Borrower will be deemed to have given its consent five Business Days after the Existing Lender has requested it<br> unless consent is expressly refused by that Borrower within that time.
---	---
(c)	The consent of a Borrower to an assignment must not be withheld solely because the assignment may result in an increase to any amount payable under Clause 14.3 (Mandatory Cost).
---	---
(d)	If:
---	---
(i)	the Existing Lender assigns any of its rights or obligations under the Finance Documents or changes its Facility Office; and
---	---
(ii)	as a result of circumstances existing at the date the assignment or change occurs, a Transaction Obligor would be obliged to make a payment to the New Lender or the Existing Lender acting through its new Facility<br> Office under Clause 12 (Tax Gross Up and Indemnities) or under that Clause as incorporated by reference or in full in any other Finance Document or Clause 13 (Increased<br><br><br><br><br> Costs),
---	---

(e)

Each Obligor on behalf of itself and each Transaction Obligor agrees that all rights and interests (present, future or contingent) which the Existing Lender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender's title and of any rights or equities which the Borrowers or any other Transaction Obligor had against the Existing Lender.

(f)	No costs or expenses in relation to such an assignment or transfer shall be borne by any Transaction Obligor.
28.3	Security over Lender's rights
---	---

In addition to the other rights provided to the Lender under this Clause 28 (Changes to the Lender), the Lender may without consulting with or obtaining consent from any Transaction Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral or otherwise) all or any of its rights under any Finance Document to secure obligations of the Lender including, without limitation:

(a)	any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and
(b)	if the Lender is a fund, any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, by the Lender as security for those<br> obligations or securities,
---	---

except that no such charge, assignment or Security shall:

(i)	release the Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment or Security for the Lender as a party to any of the Finance Documents; or
(ii)	require any payments to be made by a Transaction Obligor other than or in excess of, or grant to any person any more extensive rights than, those required to be made or granted to the Lender under the Finance<br> Documents.
---	---
29	CHANGES TO THE TRANSACTION OBLIGORS
---	---

No Transaction Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents.

SECTION 10

  ADMINISTRATION

30	PAYMENT MECHANICS
30.1	Payments to the Lender
---	---
(a)	On each date on which a Transaction Obligor is required to make a payment under a Finance Document, that Transaction Obligor shall make an amount equal to such payment available to the Lender (unless a contrary<br> indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Lender as being customary at the time for settlement of transactions in the relevant currency in the place of payment.
---	---
(b)	Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financial centre in such Participating Member State or London, as<br> specified by the Lender) and with such bank as the Lender, in each case, specifies.
---	---
30.2	Application of receipts; partial payments
---	---
(a)	If the Lender receives a payment that is insufficient to discharge all the amounts then due and payable by a Transaction Obligor under the Finance Documents, the Lender may apply that payment towards the obligations<br> of that Transaction Obligor under the Finance Documents in any manner it may decide.
---	---
(b)	Paragraph (a) above will override any appropriation made by a Transaction Obligor.
---	---
30.3	No set-off by Transaction Obligors
---	---

All payments to be made by a Transaction Obligor under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

30.4	Business Days
(a)	Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day<br> (if there is not).
---	---
(b)	During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.
---	---
30.5	Currency of account
---	---
(a)	Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from a Transaction Obligor under any Finance Document.
---	---
(b)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.
---	---

100

(c)	Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.
30.6	Change of currency
---	---
(a)	Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country as the lawful currency of that country, then:
---	---
(i)	any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall be translated into, or paid in, the currency or currency unit of that country<br> designated by the Lender (after consultation with the Borrowers); and
---	---
(ii)	any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for the conversion of that currency or currency unit into the other, rounded up<br> or down by the Lender (acting reasonably).
---	---
(b)	If a change in any currency of a country occurs, this Agreement will, to the extent the Lender (acting reasonably and after consultation with the Borrowers) specifies to be necessary, be amended to comply with any<br> generally accepted conventions and market practice in the Relevant Market and otherwise to reflect the change in currency.
---	---
30.7	Currency conversion
---	---

The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchased after deducting the costs of conversion.

30.8	Disruption to Payment Systems etc.

If either the Lender determines (in its discretion) that a Disruption Event has occurred or the Lender is notified by a Borrower that a Disruption Event has occurred:

(a)	the Lender may, and shall if requested to do so by a Borrower, consult with the Borrowers with a view to agreeing with the Borrowers such changes to the operation or administration of the Facility as the Lender may<br> deem necessary in the circumstances;
(b)	the Lender shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, it is not practicable to do so in the circumstances and, in any event,<br> shall have no obligation to agree to such changes;
---	---
(c)	any such changes agreed upon by the Lender and the Borrowers shall (whether or not it is finally determined that a Disruption Event has occurred) be binding upon the Parties and any Transaction Obligors as an<br> amendment to (or, as the case may be, waiver of) the terms of the Finance Documents;
---	---
(d)	the Lender shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including, without limitation for negligence, gross negligence or any other<br> category of liability whatsoever but not including any claim based on the fraud of the Lender) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 30.8 (Disruption to Payment Systems etc.).
---	---

101

31	SET-OFF

32	CONDUCT OF BUSINESS BY THE LENDER

No provision of this Agreement will:

(a)	interfere with the right of the Lender to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
(b)	oblige the Lender to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or
---	---
(c)	oblige the Lender to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.
---	---
33	BAIL-IN
---	---

(a)	any Bail-In Action in relation to any such liability, including (without limitation):
(i)	a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
---	---
(ii)	a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
---	---
(iii)	a cancellation of any such liability; and
---	---
(b)	a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
---	---
34	NOTICES
---	---
34.1	Communications in writing
---	---

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

102

34.2	Addresses

(a)	in the case of the Borrowers, that specified in Schedule 1 (The Parties); and
(b)	in the case of any other Obligor or the Lender, that specified in Schedule 1 (The Parties) or, if it becomes a Party after the date of this Agreement, that notified in<br> writing to the Lender on or before the date on which it becomes a Party;
---	---

or any substitute address, fax number or department or officer as an Obligor may notify to the Lender (or the Lender may notify to the other Parties, if a change is made by the Lender) by not less than five Business Days' notice.

34.3	Delivery
(a)	Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:
---	---
(i)	if by way of fax, when received in legible form; or
---	---
(ii)	if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,
---	---

and, if a particular department or officer is specified as part of its address details provided under Clause 34.2 (Addresses), if addressed to that department or officer.

(b)	Any communication or document to be made or delivered to the Lender will be effective only when actually received by it and then only if it is expressly marked for the attention of the department or officer of the<br> Lender specified in Schedule 1 (The Parties) (or any substitute department or officer as the Lender shall specify for this purpose).
(c)	Any communication or document made or delivered to the Borrowers in accordance with this Clause will be deemed to have been made or delivered to each of the Transaction Obligors.
---	---
(d)	Any communication or document which becomes effective, in accordance with paragraphs (a) to (c) above, after 5.00 p.m. in the place of receipt shall be deemed only to become effective on the following day.
---	---
34.4	Electronic communication
---	---
(a)	Any communication to be made or document to be delivered by one Party to another under or in connection with the Finance Documents may be made or delivered by electronic mail or other electronic means (including,<br> without limitation, by way of posting to a secure website) if those two Parties:
---	---
(i)	notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and
---	---

103

(ii)	notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.
(b)	Any such electronic communication or delivery as specified in paragraph (a) above to be made between an Obligor and the Lender may only be made in that way to the extent that those two Parties agree that, unless and<br> until notified to the contrary, this is to be an accepted from of communication or delivery.
---	---
(c)	Any such electronic communication or document as specified in paragraph (a) above made or delivered by one Party to another will be effective only when actually received (or made available) in readable form and in<br> the case of any electronic communication or document made or delivered by a Party to the Lender only if it is addressed in such a manner as the Lender shall specify for this purpose.
---	---
(d)	Any electronic communication or document which becomes effective, in accordance with paragraph (c) above, after 5.00 p.m. in the place in which the Party to whom the relevant communication or document is sent or<br> made available has its address for the purpose of this Agreement shall be deemed only to become effective on the following day.
---	---
(e)	Any reference in a Finance Document to a communication being sent or received or a document being delivered shall be construed to include that communication or document being made available in accordance with this<br> Clause 34.4 (Electronic communication).
---	---
34.5	English language
---	---
(a)	Any notice given under or in connection with any Finance Document must be in English.
---	---
(b)	All other documents provided under or in connection with any Finance Document must be:
---	---
(i)	in English; or
---	---
(ii)	if not in English, and if so required by the Lender, accompanied by a certified English translation prepared by a translator approved by the Lender and, in this case, the English translation will prevail unless the<br> document is a constitutional, statutory or other official document.
---	---
35	CALCULATIONS AND CERTIFICATES
---	---
35.1	Accounts
---	---

35.2	Certificates and determinations

Any certification or determination by the Lender of a rate or amount under any Finance Document is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

104

35.3	Day count convention
(a)	Any interest, commission or fee accruing under a Finance Document will accrue from day to day and the amount of any such interest, commission or fee is calculated:
---	---
(i)	on the basis of the actual number of days elapsed and a year of 360 days (or, in any case where the practice in the Relevant Market differs, in accordance with that market practice); and
---	---
(ii)	subject to paragraph (b) below, without rounding.
---	---
(b)	The aggregate amount of any accrued interest, commission or fee which is, or becomes, payable by an Obligor under a Finance Document shall be rounded to 2 decimal places.
---	---
36	PARTIAL INVALIDITY
---	---

37	REMEDIES AND WAIVERS
(a)	No failure to exercise, nor any delay in exercising, on the part of the Lender or any Receiver or Delegate, any right or remedy under a Finance Document shall operate as a waiver of any such right or remedy or<br> constitute an election to affirm any Finance Document. No election to affirm any Finance Document on the part of the Lender or any Receiver or Delegate shall be effective unless it is in writing. No single or partial exercise of any right<br> or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive of any rights or remedies provided by law.
---	---
(b)	No variation or amendment of a Finance Document shall be valid unless in writing and signed by the Lender.
---	---
38	ENTIRE AGREEMENT
---	---
(a)	This Agreement, in conjunction with the other Finance Documents, constitutes the entire agreement between the Parties and supersedes all previous agreements, understandings and arrangements between them, whether in<br> writing or oral, in respect of its subject matter.
---	---
(b)	Each Obligor acknowledges that it has not entered into this Agreement or any other Finance Document in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set<br> out in this Agreement or in any other Finance Document.
---	---
39	SETTLEMENT OR DISCHARGE CONDITIONAL
---	---

105

40	IRREVOCABLE PAYMENT

41	AMENDMENTS
41.1	Changes to reference rates
---	---
(a)	If an RFR Replacement Event has occurred any amendment or waiver which relates to:
---	---
(i)	providing for the use of a Replacement Reference Rate in place of the RFR; and
---	---

(ii)

(A)	aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
(B)	enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Reference Rate<br> to be used for the purposes of this Agreement);
---	---
(C)	implementing market conventions applicable to that Replacement Reference Rate;
---	---
(D)	providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
---	---
(E)	adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate (and if<br> any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or<br> recommendation),
---	---

may be made with the consent of the Lender and the Borrowers.

(b)	An amendment or waiver that relates to, or has the effect of, aligning the means of calculation of interest on the Loan or any part of the Loan under this Agreement to any recommendation of a Relevant Nominating<br> Body which:
(i)	relates to the use of the RFR on a compounded basis in the international or any relevant domestic syndicated loan markets; and
---	---
(ii)	is issued on or after the date of this Agreement,
---	---

may be made with the consent of the Lender and the Borrowers.

106

(c)	In this Clause 41.1 (Changes to reference rates):

"Replacement Reference Rate" means a reference rate which is:

(a)	formally designated, nominated or recommended as the replacement for the RFR by:
(i)	the administrator of the RFR (provided that the market or economic reality that such reference rate measures is the same as that measured by the RFR); or
---	---
(ii)	any Relevant Nominating Body,
---	---

(b)	in the opinion of the Lender and the Borrowers, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to the RFR; or
(c)	in the opinion of the Lender and the Borrowers, an appropriate successor or alternative to the RFR.
---	---

"RFR Replacement Event" means:

(a)	the methodology, formula or other means of determining the RFR has, in the opinion of the Lender and the Borrowers materially changed;

(b)

(i)

(A)	the administrator of the RFR or its supervisor publicly announces that such administrator is insolvent; or
(B)	information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body<br> which reasonably confirms that the administrator of the RFR is insolvent,
---	---

provided that, in each case, at that time, there is no successor administrator to continue to provide the RFR;

(ii)	the administrator of the RFR publicly announces that it has ceased or will cease, to provide the RFR permanently or indefinitely and, at that time, there is no successor administrator to continue to provide the RFR;

107

(iii)	the supervisor of the administrator of the RFR publicly announces that the RFR has been or will be permanently or indefinitely discontinued; or
(iv)	the administrator of the RFR or its supervisor announces that the RFR may no longer be used; or
---	---
(c)	the administrator of the RFR determines that the RFR should be calculated in accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:
---	---
(i)	the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Lender and the Borrowers) temporary; or
---	---
(ii)	the RFR is calculated in accordance with any such policy or arrangement for a period no less than the period specified as the "RFR Contingency Period" in the Reference Rate Terms; or
---	---
(d)	in the opinion of the Lender and the Borrowers, the RFR is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.
---	---
41.2	Obligor Intent
---	---

Without prejudice to the generality of Clauses 1.2 (Construction), 17.4 (Waiver of defences) and 18.2 (Waiver of defences), each Obligor expressly confirms that it intends that any guarantee contained in this Agreement or any other Finance Document and any Security created by any Finance Document shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to any of the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connection with any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying out restructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation or extension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expenses associated with any of the foregoing.

42	CONFIDENTIAL INFORMATION
42.1	Confidentiality
---	---

The Lender agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause 42.2 (Disclosure

    of Confidential Information\) and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

42.2	Disclosure of Confidential Information

The Lender may disclose:

(a)

to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, insurers, insurance advisors, insurance brokers, partners and Representatives such Confidential Information as the Lender shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

108

(b)	to any person:
(i)	to (or through) whom it assigns (or may potentially assign) all or any of its rights and/or obligations under one or more Finance Documents and, in each case, to any of that person's Affiliates, Related Funds,<br> Representatives and professional advisers;
---	---
(ii)	with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or any other transaction under which payments are to be made or may be<br> made by reference to, one or more Finance Documents and/or one or more Transaction Obligors and to any of that person's Affiliates, Related Funds, Representatives and professional advisers;
---	---
(iii)	appointed by the Lender or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to receive communications, notices, information or documents delivered pursuant to the Finance Documents on its<br> behalf;
---	---
(iv)	who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to in sub-paragraph (i) or (ii) of paragraph (b) above;
---	---
(v)	to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any relevant<br> stock exchange or pursuant to any applicable law or regulation;
---	---
(vi)	to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative or other investigations, proceedings or disputes;
---	---
(vii)	to whom or for whose benefit the Lender charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 28.3 (Security over Lender's rights);
---	---
(viii)	which is a classification society or other entity which the Lender has engaged to make the calculations necessary to enable the Lender to comply with its reporting obligations under the Poseidon Principles;
---	---
(ix)	who is a Party, a member of the Group or any related entity of a Transaction Obligor;
---	---
(x)	as a result of the registration of any Finance Document as contemplated by any Finance Document or any legal opinion obtained in connection with any Finance Document; or
---	---
(xi)	with the consent of the Parent Guarantor;
---	---

in each case, such Confidential Information as the Lender shall consider appropriate if:

(A)

in relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if the recipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the Confidential Information;

109

(B)	in relation to sub-paragraphs (iv) and (viii) of paragraph (b) above, the person to whom the Confidential Information is to be given has entered into a Confidentiality Undertaking or is otherwise bound by<br> requirements of confidentiality in relation to the Confidential Information they receive and is informed that some or all of such Confidential Information may be price-sensitive information;
(C)	in relation to sub-paragraphs (v), (vi) and (vii) of paragraph (b) above, the person to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such<br> Confidential Information may be price-sensitive information except that there shall be no requirement to so inform if, in the opinion of the Lender, it is not practicable so to do in the circumstances;
---	---
(c)	to any person appointed by the Lender or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to provide administration or settlement services in respect of one or more of the Finance<br> Documents including without limitation, in relation to the trading of participations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service provider to provide any of the<br> services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has entered in to a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for<br> Use With Administration/Settlement Service Providers or such other form of confidentiality undertaking agreed between the Borrowers and the Lender;
---	---
(d)	to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such rating agency to carry out its normal rating activities in relation to the<br> Finance Documents and/or the Transaction Obligors if the rating agency to whom the Confidential Information is to be given is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive<br> information.
---	---
42.3	DAC6
---	---

42.4	Entire agreement

This Clause 42 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations of the Lender under the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regarding Confidential Information.

42.5	Inside information

The Lender acknowledges that some or all of the Confidential Information is or may be price‑sensitive information and that the use of such information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse and the Lender undertakes not to use any Confidential Information for any unlawful purpose.

110

42.6	Notification of disclosure

The Lender agrees (to the extent permitted by law and regulation) to inform the Borrowers:

(a)	of the circumstances of any disclosure of Confidential Information made pursuant to sub‑paragraph (v) of paragraph (b) of Clause 42.2 (Disclosure of Confidential Information)<br> except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
(b)	upon becoming aware that Confidential Information has been disclosed in breach of this Clause 42 (Confidential Information).
---	---
42.7	Continuing obligations
---	---

The obligations in this Clause 42 (Confidential Information) are continuing and, in particular, shall survive and remain binding on the Lender for a period of 12 months from the earlier of:

(a)	the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and the Commitment has been cancelled or otherwise ceased to be available; and
(b)	the date on which the Lender otherwise ceases to be the Lender.
---	---
43	CONFIDENTIALITY OF FUNDING RATES
---	---
43.1	Confidentiality and disclosure
---	---
(a)	Each Obligor agrees to keep each Funding Rate confidential and not to disclose it to anyone, save to the extent permitted by paragraph (b) below.
---	---
(b)	The Lender and each Obligor may disclose any Funding Rate, to:
---	---
(i)	any of its Affiliates and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives, if any person to whom that Funding Rate is to be given pursuant to this<br> paragraph (i) is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the<br> confidentiality of that Funding Rate or is otherwise bound by requirements of confidentiality in relation to it;
---	---
(ii)	any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxation or other regulatory authority or similar body, the rules of any<br> relevant stock exchange or pursuant to any applicable law or regulation if the person to whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there<br> shall be no requirement to so inform if, in the opinion of the Lender or the relevant Obligor, as the case may be, it is not practicable to do so in the circumstances;
---	---

111

(iii)	any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or other investigations, proceedings or disputes if the person to<br> whom that Funding Rate is to be given is informed in writing of its confidential nature and that it may be price sensitive information except that there shall be no requirement to so inform if, in the opinion of the Lender or the relevant<br> Obligor, as the case may be, it is not practicable to do so in the circumstances; and
(iv)	any person with the consent of the Lender.
---	---
43.2	Related obligations
---	---
(a)	Each Obligor acknowledges that each Funding Rate is or may be price sensitive information and that its use may be regulated or prohibited by applicable legislation including securities law relating to insider<br> dealing and market abuse and each Obligor undertakes not to use any Funding Rate for any unlawful purpose.
---	---
(b)	The Lender and each Obligor agree (to the extent permitted by law and regulation) to inform the Lender:
---	---
(i)	of the circumstances of any disclosure made pursuant to sub-paragraph (ii) of paragraph (b) of Clause 43.1 (Confidentiality and disclosure) except where such disclosure is<br> made to any of the persons referred to in that paragraph during the ordinary course of its supervisory or regulatory function; and
---	---
(ii)	upon becoming aware that any information has been disclosed in breach of this Clause 43 (Confidentiality of Funding Rates).
---	---
43.3	No Event of Default
---	---

No Event of Default will occur under Clause 27.4 (Other obligations) by reason only of an Obligor's failure to comply with this Clause 43 (Confidentiality of Funding Rates).

44	COUNTERPARTS

Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

112

SECTION 11

  GOVERNING LAW AND ENFORCEMENT

45	GOVERNING LAW

This Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.

46	ENFORCEMENT
46.1	Jurisdiction
---	---
(a)	Unless specifically provided in another Finance Document in relation to that Finance Document, the courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with any Finance<br> Document (including a dispute regarding the existence, validity or termination of any Finance Document or any non-contractual obligation arising out of or in connection with any Finance Document) (a "Dispute").
---	---
(b)	The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor will argue to the contrary.
---	---
(c)	To the extent allowed by law, this Clause 46.1 (Jurisdiction) is for the benefit of the Lender only. As a result, the Lender shall be not be prevented from taking<br> proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender may take concurrent proceedings in any number of jurisdictions.
---	---
46.2	Service of process
---	---
(a)	Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England and Wales):
---	---
(i)	irrevocably appoints Shoreside Agents Ltd, presently at 5 St Helen's Place, London EC3A 6AB, England (T: +44 (0)20 3771 8869, M: + 44 (0) 7591 440086, F: +44 (0)20 3771 8870, attention: Andrew Johnson) as its agent<br> for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and
---	---
(ii)	agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.
---	---
(b)	If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrowers (on behalf of all the Obligors) must immediately (and in any event within<br> five days of such event taking place) appoint another agent on terms acceptable to the Lender. Failing this, the Lender may appoint another agent for this purpose.
---	---

This Agreement has been entered into on the date stated at the beginning of this Agreement.

113

SCHEDULE 1

  THE PARTIES

PART A

  THE OBLIGORS

Name of Borrower	Place of Incorporation	Registration number (or equivalent, if any)	Address for Communication
Premier Marine Co.	Republic of the Marshall Islands	77643	c/o 154 Vouliagmenis Avenue, 166 74 Glyfada, Greece<br><br> <br><br><br> <br>Attention: Stamatios Tsantanis/ Stavros Gyftakis<br><br> <br><br><br> <br>sgyftakis@seanergy.gr<br><br> <br>finance@seanergy.gr<br><br> <br>Tel.: +30 213 0181507
Fellow Shipping Co.	Republic of the Marshall Islands	97694	c/o 154 Vouliagmenis Avenue, 166 74 Glyfada, Greece<br><br> <br><br><br> <br>Attention: Stamatios Tsantanis/ Stavros Gyftakis<br><br> <br><br><br> <br>sgyftakis@seanergy.gr finance@seanergy.gr<br><br> <br>Tel.: +30 213 0181507
Name of Guarantor	Place of Incorporation	Registration number (or equivalent, if any)	Address for Communication
Seanergy Maritime Holdings Corp.	Republic of the Marshall Islands	27721	c/o 154 Vouliagmenis Avenue, 166 74 Glyfada, Greece<br><br> <br><br><br> <br>Attention: Stamatios Tsantanis/ Stavros Gyftakis<br><br> <br><br><br> <br>sgyftakis@seanergy.gr finance@seanergy.gr<br><br> <br>Tel.: +30 213 0181507

114

PART B

  THE ORIGINAL LENDER

Name of Original Lender	Address for Communication
DANISH SHIP FINANCE A/S	Sankt Annae Plads 3<br><br> DK-1250 Copenhagen K<br><br> Denmark<br><br> Attn: Henrik Søgaard (HSO@shipfinance.dk), Iben Nordland (INJ@shipfinance.dk) and loanadmin@shipfinance.dk<br><br> Fax: +45 3333 9666

115

SCHEDULE 2

  CONDITIONS PRECEDENT

PART A

  CONDITIONS PRECEDENT TO EACH UTILISATION REQUEST

1	Obligors
1.1	A copy of the constitutional documents of each Transaction Obligor.
---	---
1.2	A copy of a resolution of the board of directors of each Obligor:
---	---
(a)	evidencing corporate benefit;
---	---
(b)	approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party and resolving that it execute the Finance Documents to which it is a party;
---	---
(c)	authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and
---	---
(d)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, a Utilisation Request) to be signed and/or despatched by it under, or in<br> connection with, the Finance Documents to which it is a party.
---	---
1.3	An original of the power of attorney of any Obligor authorising a specified person or persons to execute the Finance Documents to which it is a party (the original to follow within 30 days from the Utilisation<br> Date).
---	---
1.4	A specimen of the signature of each person authorised by the resolution referred to in paragraph 1.2 above.
---	---
1.5	A copy of a resolution signed by the Parent Guarantor as the holder of the issued shares in each Borrower, approving the terms of, and the transactions contemplated by, the Finance Documents to which that Borrower<br> is a party.
---	---
1.6	A copy of the certificate of each Obligor (signed by an officer) confirming that borrowing or guaranteeing, as appropriate, the Commitment would not cause any borrowing, guaranteeing or similar limit binding on that<br> Obligor to be exceeded.
---	---
1.7	A copy of the certificate of each Transaction Obligor that is incorporated outside the UK (signed by an officer, or a director, as applicable) certifying either that (i) it has not delivered particulars of any UK<br> Establishment to the Registrar of Companies as required under the Overseas Regulations or (ii) it has a UK Establishment and specifying the name and registered number under which it is registered with the Registrar of Companies.
---	---
1.8	A copy of the Group Structure Chart in a form acceptable to the Lender.
---	---
1.9	A copy of the certificate of an authorised signatory of each Obligor certifying that each copy document relating to it specified in this Part A of Schedule 2 (Conditions Precedent)<br> is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
---	---

116

1.10	A copy of a goodstanding certificate in respect of each Obligor dated not earlier than three months from the date of this Agreement.
2	Finance Documents
---	---
2.1	A duly executed original of any Subordination Agreement and copies of each Subordinated Finance Document (if applicable).
---	---
2.2	A duly executed original of any Finance Document not otherwise referred to in this Schedule 2 (Conditions Precedent).
---	---
2.3	A duly executed original of any other document required to be delivered by each Finance Document if not otherwise referred to this Schedule 2 (Conditions Precedent).
---	---
3	Security
---	---
3.1	A duly executed original of the Account Security in relation to each Account and of the Shares Security in respect of each Borrower (and of each document to be delivered under each of them).
---	---
3.2	A duly executed original of the Subordinated Debt Security (if applicable).
---	---
4	Legal opinions
---	---
4.1	A legal opinion of Watson Farley & Williams, Greece, legal advisers to the Lender in England.
---	---
4.2	If a Transaction Obligor is incorporated in a jurisdiction other than England and Wales, a legal opinion of the legal advisers to the Lender in the relevant jurisdiction.
---	---
5	Shareholder's loans
---	---

Any shareholder loans agreements (if applicable) in respect of any loan from the Parent Guarantor to a Borrower, together with evidence:

(a)	of corporate benefit; and
(b)	that any relevant financial assistance laws have been complied with.
---	---
6	Other documents and evidence
---	---
6.1	A valuation of each Ship, addressed to the Lender, stated to be for the purposes of this Agreement and dated not earlier than ten (10) days before the Utilisation Date for the Advance under the Tranche relating to<br> each respective Ship from an Approved Valuer in order to determine the Initial Market Value of the each Ship.
---	---
6.2	Evidence that any process agent referred to in Clause 46.2 (Service of process), if not an Obligor, has accepted its appointment.
---	---
6.3	A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable (if it has notified the Borrowers accordingly) in connection with the entry into and<br> performance of the transactions contemplated by any Transaction Document or for the validity and enforceability of any Transaction Document.
---	---
6.4	Copies of the Original Financial Statements of each Obligor.
---	---

117

6.5	Copies of any mandates or other documents required in connection with the opening or operation of the Accounts.
6.6	Evidence that the fees, costs and expenses then due from the Borrowers pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses)<br> have been paid or will be paid by the first Utilisation Date.
---	---
6.7	Such evidence as the Lender may require evidencing that the Ships are insured in accordance with the provisions of this Agreement and all requirements in this Agreement in respect of insurances have been complied<br> with.
---	---
6.8	Such evidence as the Lender may require to be able to satisfy its "know your customer" or similar identification procedures in relation to the transactions contemplated by the Finance Documents, including, without<br> limitation:
---	---
(a)	full disclosure of structure and ownership of the Borrowers and the Parent Guarantor;
---	---
(b)	the identity of the ultimate owner(s) shall be proven via acceptable documentation and the Lender shall receive certified copies of documents of identification to include address regarding the ultimate owner(s) –<br> for example passport(s);
---	---
(c)	signatures on this Agreement and the other Finance Documents shall be verified and the signatories' identity including address and civil registration number if any shall be documented via passports or other<br> acceptable documentation; and
---	---
(d)	such other documentation and information as the Lender deems necessary and/or advisable in order to comply with any law and/or regulation regarding money laundering and/or the financing of terrorist activities<br> (including, without limitation, such documentation and information as the Lender deem necessary and/or advisable in order to comply with customer due diligence measures for purposes of AML/CTF checks as required by the Danish Act on Measures<br> to Prevent Money Laundering and Financing of Terrorism).
---	---

118

PART B

  CONDITIONS PRECEDENT TO UTILISATION– TRANCHE A AND TRANCHE B

In this Part B of Schedule 2:

"Relevant Borrower" means the Borrower who owns or will own the Relevant Ship.

"Relevant Ship" means the Ship which is financed by the Tranche utilised on the relevant Utilisation Date.

1	Borrowers

A copy of a certificate of an officer of the Relevant Borrower certifying that each copy document which it is required to provide under this Part B of Schedule 2 (Conditions Precedent) is correct, complete and in full force and effect as at the Utilisation Date of the Advance under the relevant Tranche.

2	Ship and other security
2.1	A duly executed original of the Mortgage, the General Assignment and any Charterparty Assignment in respect of the Relevant Ship and of each document to be delivered under or pursuant to each of them together with<br> documentary evidence that the Mortgage in respect of the Relevant Ship has been duly registered or (as applicable) recorded as a valid first preferred or (as applicable) priority ship mortgage in accordance with the laws of the jurisdiction<br> of its Approved Flag.
---	---
2.2	Documentary evidence that:
---	---
(a)	Ship A is definitively and permanently and Ship B is provisionally registered in the name of the Relevant Borrower under the Approved Flag applicable to the Relevant Ship;
---	---
(b)	the Relevant Ship is in the absolute and unencumbered ownership of the Relevant Borrower save as contemplated by the Finance Documents;
---	---
(c)	the Relevant Ship maintains the Approved Classification with the Approved Classification Society free of overdue recommendations and conditions of the Approved Classification Society; and
---	---
(d)	the Relevant Ship is insured in accordance with the provisions of this Agreement and all requirements in this Agreement in respect of insurances have been complied with.
---	---
2.3	Documents establishing that the Relevant Ship will, as from the Utilisation Date of the Advance under the Tranche relating to that Ship, be managed commercially by the Approved Commercial Manager and managed<br> technically by the relevant Approved Technical Manager on terms acceptable to the Lender, together with:
---	---
(a)	a Manager's Undertaking for each Approved Manager for such Relevant Ship; and
---	---
(b)	copies of the Inventory of Hazardous Materials relating to such Relevant Ship, the relevant Approved Technical Manager's Document of Compliance and of the Relevant Ship's Safety Management Certificate (together with<br> any other details of the applicable Safety Management System which the Lender requires) and of any other documents required under the ISM Code and the ISPS Code in relation to such Relevant Ship including without limitation an ISSC and a<br> Tonnage Certificate.
---	---

119

2.4	An opinion from an independent insurance consultant acceptable to the Lender on such matters relating to the Insurances as the Lender may require.
3	Legal opinions
---	---

Legal opinions of the legal advisers to the Lender in the jurisdiction of the Approved Flag of the Relevant Ship and such other relevant jurisdictions as the Lender may require.

4	Other documents and evidence
4.1	A copy of any other Authorisation or other document, opinion or assurance which the Lender considers to be necessary or desirable (if it has notified the Borrowers accordingly) in connection with the entry into and<br> performance of the transactions contemplated by any Transaction Document referred to in paragraph 2 (Ship and other security) above or for the validity and enforceability of any such Transaction<br> Document.
---	---
4.2	Copies of any charterparties, pool agreement and on-hire certificate in respect of the Relevant Ship.
---	---
4.3	Evidence that the fees, costs and expenses then due from the Borrowers pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses)<br> have been paid or will be paid by the Utilisation Date for the Advance under the relevant Tranche.
---	---
4.4	Evidence that all sums then due (if any) to the Lender in respect of the Existing Indebtedness, other than the sums financed pursuant to the Tranches, have been paid in full to the Lender.
---	---
4.5	A copy of the Deed of Release and any relevant notices of reassignment in respect of the Relevant Ship.
---	---

120

SCHEDULE 3

  UTILISATION REQUEST

From:	Fellow Shipping Co.<br><br> Premier Marine Co.

To: Danish Ship Finance A/S

Dated: [●]2022

Fellow Shipping Co. and Premier Marine Co. – $28,000,000 Facility Agreement dated [●] 2022 (the "Agreement")

1	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning in this Utilisation Request unless given a different meaning in this Utilisation Request.
2	We wish to borrow the Advance under Tranche [A][B] on the following terms:
---	---
Proposed Utilisation Date:	[●] (or, if that is not a Business Day, the next Business Day)
---	---
Amount:	[●] or, if less, the Available Facility
---	---
Interest Period for the first Advance:	3 Months
---	---
3	You are authorised and requested to deduct from the Advance prior to funds being remitted the following amounts set out against the following items:
---	---

Deductible Items

Arrangement Fee

Minimum Liquidity Amount (to be transferred to the relevant Retention Account)

Net proceeds of Advance	_____________
4	We confirm that each condition specified in Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent)<br> of the Agreement as they relate to the Advance to which this Utilisation Request refers is satisfied on the date of this Utilisation Request.
---	---
5	The [net] proceeds of this Advance should be credited to [account].
---	---

121

6	This Utilisation Request is irrevocable.

Yours faithfully

[●]
authorised signatory for
Fellow Shipping Co.
[●]
authorised signatory for
Premier Marine Co.

122

SCHEDULE 4

  FORM OF COMPLIANCE
  CERTIFICATE

To: Danish Ship Finance A/S as Lender

From:	Seanergy Maritime Holdings Corp.<br><br> Fellow Shipping Co.<br><br> Premier Marine Co.

Dated: [●]

Fellow Shipping Co. and Premier Marine Co. – $28,000,000 Facility Agreement dated [●] 2022 (the "Agreement")

1	We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance<br> Certificate.
2	We confirm that:
---	---

[Insert details of covenants to be certified]

3	We confirm that no Default is continuing.

Signed:

Director	Director
of	of
Fellow Shipping Co.	Premier Marine Co.
Chief Financial Officer
---
of
Seanergy Maritime Holdings Corp.
for and on behalf of
---
[name of Auditors of the Borrowers and the Parent Guarantor]

123

SCHEDULE 5

  TIMETABLES

Delivery of a duly completed Utilisation Request (Clause 5.1 (Delivery of a Utilisation Request))	Three Business Days before the intended Utilisation Date (Clause 5.1 (Delivery of a Utilisation Request))

124

SCHEDULE 6

  REPAYMENT SCHEDULES

Tranche A<br><br> <br>Fellowship
Date	Loan amount	Instalment	Balloon	Loan<br><br> <br>balance
12/10/2022	14,000,000	-		14,000,000
12/01/2023	14,000,000	780,000		13,220,000
12/04/2023	13,220,000	780,000		12,440,000
12/07/2023	12,440,000	780,000		11,660,000
12/10/2023	11,660,000	780,000		10,880,000
12/01/2024	10,880,000	780,000		10,100,000
12/04/2024	10,100,000	780,000		9,320,000
12/07/2024	9,320,000	517,775		8,802,225
12/10/2024	8,802,225	517,775		8,284,450
12/01/2025	8,284,450	517,775		7,766,675
12/04/2025	7,766,675	517,775		7,248,900
12/07/2025	7,248,900	517,775		6,731,125
12/10/2025	6,731,125	517,775		6,213,350
12/01/2026	6,213,350	517,775		5,695,575
12/04/2026	5,695,575	517,775		5,177,800
12/07/2026	5,177,800	517,775		4,660,025
12/10/2026	4,660,025	517,775		4,142,250
12/01/2027	4,142,250	517,775		3,624,475
12/04/2027	3,624,475	517,775		3,106,700
12/07/2027	3,106,700	517,775		2,588,925
12/10/2027	2,588,925	517,775	2,071,150

125

Tranche B
Premiership
Date	Loan amount	Instalment	Balloon	Loan balance
12/10/2022	14,000,000	-		14,000,000
12/01/2023	14,000,000	780,000		13,220,000
12/04/2023	13,220,000	780,000		12,440,000
12/07/2023	12,440,000	780,000		11,660,000
12/10/2023	11,660,000	780,000		10,880,000
12/01/2024	10,880,000	780,000		10,100,000
12/04/2024	10,100,000	780,000		9,320,000
12/07/2024	9,320,000	517,775		8,802,225
12/10/2024	8,802,225	517,775		8,284,450
12/01/2025	8,284,450	517,775		7,766,675
12/04/2025	7,766,675	517,775		7,248,900
12/07/2025	7,248,900	517,775		6,731,125
12/10/2025	6,731,125	517,775		6,213,350
12/01/2026	6,213,350	517,775		5,695,575
12/04/2026	5,695,575	517,775		5,177,800
12/07/2026	5,177,800	517,775		4,660,025
12/10/2026	4,660,025	517,775		4,142,250
12/01/2027	4,142,250	517,775		3,624,475
12/04/2027	3,624,475	517,775		3,106,700
12/07/2027	3,106,700	517,775		2,588,925
12/10/2027	2,588,925	517,775	2,071,150	-

126

SCHEDULE 7

  REFERENCE RATE TERMS

CURRENCY:	Dollars.
Cost of funds as a fallback	Cost of funds will apply as a fallback.
Definitions
Additional Business Days:	An RFR Banking Day.
Break Costs:	Any cost or amount which is incurred or suffered by the Lender (as reasonably determined by the Lender) to the extent that it is attributable to (1) a payment by the Borrowers to the<br> Lender of any amount of principal due or which would have become due under this Agreement prior to the date upon which such amount should have been repaid in accordance with the terms and conditions of this Agreement or (2) failure by the<br> Borrowers to utilise an amount under this Agreement following the delivery by the Borrowers to the Lender of a Utilisation Request which corresponds to all of part of such unutilised amount.
Business Day Conventions (definition of "Month" and Clause 9.3 (Non-Business Days)):	(a) If any period is expressed to accrue by reference to a Month or any number of Months<br> then, in respect of the last Month of that period:
	(i) subject to sub-paragraph (iii) below, if the numerically corresponding day is not a<br> Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;
	(ii) if there is no numerically corresponding day in the calendar month in which that<br> period is to end, that period shall end on the last Business Day in that calendar month; and
	(iii) if an Interest Period begins on the last Business Day of<br> a calendar month, that Interest Period shall end on the last Business Day in the calendar month in which that Interest Period is to end.

127

	(b) If an Interest Period would otherwise end on a day which is not a Business Day, that<br> Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).
Central Bank Rate:	(c) The short-term interest rate target set by the US Federal Open Market Committee as published by the Federal Reserve Bank of New York from time to time; or
	(d) if that target is not a single figure, the arithmetic mean of:
	(i) the upper bound of the short-term interest rate target range set by the US Federal Open Market Committee and published by the Federal Reserve Bank of New York; and
	(ii) the lower bound of that target range.
Central Bank Rate Adjustment:	In relation to the Central Bank Rate prevailing at close of business on any RFR Banking Day, the 20 per cent. trimmed arithmetic mean (calculated by the Lender), of the Central Bank<br> Rate Spreads for the five most immediately preceding RFR Banking Days for which the RFR is available.
"Central Bank Rate Spread"	In relation to any RFR Banking Day, the difference (expressed as a percentage rate per annum) calculated by the Lender of:<br><br> <br><br><br> <br>(a) the RFR for that RFR Banking Day; and<br><br> <br><br><br> <br>(b) the Central Bank Rate prevailing at close of business on that RFR Banking Day.
Daily Rate:	The "Daily Rate" for any RFR Banking Day is:
	(a) the RFR for that RFR Banking Day; or
	(b) if the RFR is not available for that RFR Banking Day, the<br> percentage rate per annum which is the aggregate of:
	(i) the Central Bank Rate for that RFR Banking Day; and

128

	(ii) the applicable Central Bank Rate Adjustment; or
	(c) if paragraph (b) above applies but the Central Bank Rate for that RFR Banking Day is<br> not available, the percentage rate per annum which is the aggregate of:
	(i) the most recent Central Bank Rate for a day which is no more than five RFR Banking Days before that RFR Banking Day; and
	(ii) the applicable Central Bank Rate Adjustment,
	rounded, in either case, to four decimal places^^and if, in either case, that<br> rate is less than zero, the Daily Rate shall be deemed to be zero.
Interest Periods
Length of Interest Period in absence of selection (paragraph (a) of Clause 9.1 (Selection of Interest Periods)):	Three Months
Periods capable of selection as Interest Periods (paragraph (a) of Clause 9.1 (Selection of Interest Periods)):	Three Months
Lookback Period:	Five RFR Banking Days.
Market Disruption Rate:	The percentage rate per annum which is the aggregate of the cumulative compounded RFR (determined in accordance with the calculation methodology for the Cumulative Compounded RFR Rate<br> in LMA's Single Currency Compounded Rate Facilities Agreement with a Lookback Period) for the Interest Period of the relevant Loan and 1.38%.
Margin:	2.50 per cent. per annum
Relevant Market:	The market for overnight cash borrowing collateralised by US Government securities.
Reporting Day:	The Business Day which follows the day which is the Lookback Period^^prior to the last day of the Interest<br> Period.
Reporting Times
Deadline for Lender to report market disruption in accordance with Clause 10.2 (Market disruption)	Close of business in London on the Reporting Day for the Loan or the relevant part of the Loan.

129

Deadline for Lender to report their cost of funds in accordance with Clause 10.3 (Cost of funds)	Close of business on the date falling two Business Days after the Reporting Day for the Loan or the relevant part of the Loan (or,<br> if earlier, on the date falling three Business Days before the date on which interest is due to be paid in respect of the Interest Period for the Loan or that part of the Loan).
RFR:	The secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published by the<br> Federal Reserve Bank of New York (or any other person which takes over the publication of that rate).
RFR Banking Day:	Any day other than:
	(a) a Saturday or Sunday; and
	(b) a day on which the Securities<br><br><br><br><br> Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in US<br> Government securities.
RFR Contingency Period	Fifteen RFR Banking Days

130

SCHEDULE 8

  DAILY NON-CUMULATIVE COMPOUNDED RFR RATE

The "Daily Non-Cumulative Compounded RFR Rate" for any RFR Banking Day "i" during an Interest Period for the Loan or any part of the Loan is the percentage rate per annum (without rounding, to the extent reasonably practicable for the Lender performing the calculation, taking into account the capabilities of any software used for that purpose) calculated as set out below:

where:

"UCCDRi" means

  the Unannualised Cumulative Compounded Daily Rate for that RFR Banking Day "i";

"UCCDRi-1" means,

  in relation to that RFR Banking Day "i", the Unannualised Cumulative Compounded Daily Rate for the immediately preceding RFR Banking Day \(if any\) during that Interest Period;

"dcc" means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number;

"ni" means the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day; and

the "Unannualised Cumulative Compounded Daily Rate" for any RFR Banking Day (the "Cumulated RFR Banking Day")

  during that Interest Period is the result of the below calculation \(without rounding, to the extent reasonably practicable for the Lender performing the calculation, taking into account the capabilities of any software used for that purpose\):

where:

"ACCDR" means the Annualised Cumulative Compounded Daily Rate for that Cumulated RFR Banking Day;

"tni" means the number of calendar days from, and including, the first day of the Cumulation Period to, but excluding, the RFR Banking Day which immediately follows the last day of the Cumulation Period;

"Cumulation Period" means the period from, and including, the first RFR Banking Day of that Interest Period to, and including, that Cumulated RFR Banking Day;

"dcc" has the meaning given to that term above; and

131

the "Annualised Cumulative Compounded Daily Rate" for that Cumulated RFR Banking Day is the percentage rate per annum (rounded to four decimal places) calculated as set out below:

where:

"d0" means the number of RFR Banking Days in the Cumulation Period;

"Cumulation Period" has the meaning given to that term above;

"i" means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order in the Cumulation Period;

"DailyRatei-LP" means, for any RFR Banking Day "i" in the Cumulation Period, the Daily Rate for the RFR Banking Day which is the Lookback Period prior to that RFR Banking Day "i";

"ni" means, for any RFR Banking Day "i" in the Cumulation Period, the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day;

"dcc" has the meaning given to that term above; and

"tni" has the meaning given to that term above.

132

SCHEDULE 9

  CUMULATIVE COMPOUNDED RFR RATE

The "Cumulative Compounded RFR Rate" for any Interest Period for the Loan or any part of the Loan is the percentage rate per annum (rounded to the same number of decimal places as is specified in the definition of "Annualised Cumulative Compounded Daily Rate" in Schedule 8 (Daily Non-Cumulative Compounded RFR Rate)) calculated as set out below:

where:

"d0" means the number of RFR Banking Days during the Interest Period;

"i" means a series of whole numbers from one to d0, each representing the relevant RFR Banking Day in chronological order during the Interest Period;

"DailyRatei-LP" means for any RFR Banking Day "i" during the Interest Period, the Daily Rate for the RFR Banking Day which is the Lookback Period prior to that RFR Banking Day "i";

"ni" means, for any RFR Banking Day "i", the number of calendar days from, and including, that RFR Banking Day "i" up to, but excluding, the following RFR Banking Day;

"dcc" means 360 or, in any case where market practice in the Relevant Market is to use a different number for quoting the number of days in a year, that number; and

"d" means the number of calendar days during that Interest Period.

133

EXECUTION PAGES

BORROWERS

SIGNED by Stavros Gyftakis	)	/s/ Stavros Gyftakis
duly authorised attorney-in-fact	)
for and on behalf of	)
FELLOW SHIPPING CO.	)
in the presence of:	)
Witness' signature:	)	/s/ Maria Moschopoulou
Witness' name: Maria Moschopoulou	)
Witness' address:	)	154 Vouliagmenis Avenue
		16674 Glyfada, Athens Greece
SIGNED by Stavros Gyftakis	)	/s/ Stavros Gyftakis
duly authorised attorney-in-fact	)
for and on behalf of	)
PREMIER MARINE CO.	)
in the presence of:	)
Witness' signature:	)	/s/ Maria Moschopoulou
Witness' name: Maria Moschopoulou	)
Witness' address:	)	154 Vouliagmenis Avenue
		16674 Glyfada, Athens Greece
GUARANTOR
SIGNED by Stavros Gyftakis	)	/s/ Stavros Gyftakis
duly authorised attorney-in-fact	)
for and on behalf of	)
SEANERGY MARITIME HOLDINGS CORP.	)
in the presence of:	)
Witness' signature:	)	/s/ Maria Moschopoulou
Witness' name: Maria Moschopoulou	)
Witness' address:	)	154 Vouliagmenis Avenue
		16674 Glyfada, Athens Greece

134

ORIGINAL LENDER
SIGNED by Kelina Kantzou	)	/s/ Kelina Kantzou
duly authorised	)
for and on behalf of	)
DANISH SHIP FINANCE A/S	)
in the presence of:	)
Witness' signature:	)	/s/ Eliza-Elisavet Makri
Witness' name: Eliza-Elisavet Makri	)
Witness' address:	)	ATTORNEY-AT-LAW
		WATSON FARLEY & WILLIAMS GREECE
		348 SYNGROU AVENUE
		17674 KALLITHEA
		ATHENS - GREECE

135

Exhibit 4.56

Dated: 15 December, 2022

ALPHA BANK S.A.

(as Lender)

and -

PAROS OCEAN NAVIGATION CO.

(as Borrower)

LOAN AGREEMENT<br><br> <br>for a secured floating interest rate loan facility of up to US$16,500,000

THEO V. SIOUFAS & CO.

LAW OFFICES

Piraeus

TABLE OF CONTENTS

CLAUSE	HEADINGS	PAGE
1.	PURPOSE, DEFINITIONS AND INTERPRETATION	1
2.	THE LOAN	22
3.	INTEREST	25
4.	REPAYMENT - PREPAYMENT	31
5.	PAYMENTS, TAXES AND COMPUTATION	34
6.	REPRESENTATIONS AND WARRANTIES	36
7.	CONDITIONS PRECEDENT	42
8.	UNDERTAKINGS	47
9.	EVENTS OF DEFAULT	61
10.	INDEMNITIES - EXPENSES – FEES	66
11.	SECURITY, APPLICATION, SET-OFF	72
12.	UNLAWFULNESS, INCREASED COST AND BAIL-IN	74
13.	OPERATING ACCOUNT	77
14.	ASSIGNMENT, TRANSFER, PARTICIPATION, LENDING OFFICE	79
15.	MISCELLANEOUS	81
16.	NOTICES AND COMMUNICATIONS	84
17.	LAW AND JURISDICTION	87

SCHEDULES

1.	Form of Drawdown Notice
2.	Form of Insurance Letter

THIS AGREEMENT is dated the 15^th^ day of December, 2022 and made BETWEEN:

(1)	ALPHA BANK S.A., a banking société anonyme incorporated in and pursuant to the laws of the Hellenic Republic with its head office<br> at 40 Stadiou Street, Athens, Greece, acting, except as otherwise herein provided, through its office at 93 Akti Miaouli, Piraeus, Greece, as lender (hereinafter called the “Lender”, which expression shall include its successors and assigns); and
(2)	PAROS OCEAN NAVIGATION CO., a corporation duly incorporated in the Republic of Liberia, whose registered<br> address is at 80, Broad Street, Monrovia, Liberia, as borrower (the “Borrower”, which expression shall include its successors)
---	---

AND IT IS HEREBY AGREED as follows:

1.	PURPOSE, DEFINITIONS AND INTERPRETATION

1.1	Amount and Purpose
(a)	Amount: This Agreement sets out the terms and conditions upon and subject to which it is agreed that the Lender will make available to the Borrower a secured term loan facility in the amount of up to Sixteen million five hundred<br> thousand Dollars ($16,500,000), such loan facility to be made by one (1) Advance.
---	---
(b)	Purpose: The proceeds of the Loan shall be used for the purpose of financing up to fifty three per cent (53%) the Purchase Price of the Vessel pursuant to the terms of the MOA.
---	---
1.2	Definitions
---	---

Subject to Clause 1.3 (Interpretation) and Clause 1.4 (Construction of certain terms), in this Agreement (unless otherwise defined in the relevant Finance Document and unless the context otherwise requires) and the other Finance Documents each term or expression defined in the recital of the parties and in this Clause shall have the meaning given to it in the recital of the parties and in this Clause:

“Accounts Pledge Agreement” means an agreement to be entered into between the Borrower and the Lender for the creation of a pledge over the Operating Account in favour of the Lender, in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented;

“Advance” means each borrowing of the Commitment by the Borrower or (as the context may require) the principal amount of such borrowing;

“Affiliate” means, in relation to any person, a subsidiary of that person or a parent company of that person or any other subsidiary of that parent company;

“Approved Auditor” means any independent and reputable auditor having requisite experience acceptable to the Lender;

“Approved Commercial Manager” in relation to the Vessel means for the time being Fidelity and Seanergy Management or any other person appointed by the Owner with the prior written consent of the Lender not to be unreasonably withheld or delayed, as the commercial manager of the Vessel and includes its successors in title;

“Approved Crew Manager” in relation to the Vessel, means for the time being, Global Seaways S.A.,

    a company incorporated and validly existing under the laws of the Republic of the Marshall Islands, having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960 or any other person
    appointed by the Owner of such Vessel with the prior written consent of the Lender not to be unreasonably withheld or delayed, as the crew manager of the Vessel, and includes its successors in title;

“Approved Managers” means the Approved Commercial Managers, the Approved Crew Managers and the Approved Technical Managers.

“Approved Manager's Undertaking” means a first priority letter of undertaking and subordination, including (inter alia) an assignment of each Approved Manager's rights, title and interest in the Insurances of the Vessel, executed or to be executed by each of the Approved Managers, as commercial, or as the case may be, technical or crew manager of the Vessel, in favour of the Lender, each such relevant Approved Manager’s Undertaking to be in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented (together, the “Approved Manager’s Undertakings”);

“Approved Shipbrokers” means any first class independent firm of internationally known shipbrokers, appointed by the Lender at its discretion and “Approved Shipbroker” means any of them;

“Approved Technical Manager” in relation to the Vessel, means for the time being Seanergy Shipmanagement or any other person appointed by the Owner with the prior written consent of the Lender not to be unreasonably withheld or delayed, as the technical manager of the Vessel, and includes its successors in title;

“Article 55 BRRD” means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms;

“Assignable Charterparty” means any bareboat charterparty (irrespective of the duration of such bareboat charterparty), or any time or consecutive voyage charter or contract of affreightment or related document in respect of the employment of the Vessel having a duration of more than 13 months and any guarantee of the obligations of the charterer under such charter in respect of the Vessel, whether now existing or hereinafter entered or to be entered into by the Borrower or any person, firm or company on its behalf and a charterer, at a daily rate and on terms and conditions acceptable to the Lender (and shall include any addenda thereto);

“Assignee” has the meaning ascribed thereto in Clause 14.3 (Assignment by the Lender);

“Availability Period” means the period starting on the date hereof and ending on:

(a)	the 31^st^ day of December, 2022 or until such later date as the Lender may agree in writing; or
(b)	such earlier date (if any): (i) on which the whole Commitment has been advanced by the Lender to the Borrower, or (ii) on which the Commitment is reduced to zero pursuant to Clauses 3.6 (Market disruption), 9.2 (Consequences of Default – Acceleration), 12.1 (Unlawfulness) or any<br> other Clause of this Agreement;
---	---

“Bail-In Action” means the exercise of any Write-down and Conversion Powers;

“Bail-In Legislation” means:

(a)	in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions and investment firms, the<br> relevant implementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time; and
(b)	in relation to any other state, any analogous law or regulation from time to time which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation;
---	---

“Balloon Instalment” has the meaning given in Clause 4.1 (Repayment);

“Basel III Accord” means:

(a)	the agreements on capital requirements, leverage ratio and liquidity standards contained in "Basel III: A global regulatory framework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement, standards and monitoring" and "Guidance for national authorities operating the countercyclical<br> capital buffer" published by the Basel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;
(b)	the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology and the additional loss absorbency requirement – Rules text" published<br> by the Basel Committee on Banking Supervision in November 2011, as amended, supplemented or restated; and
---	---
(c)	any further guidance or standards published by the Basel Committee on Banking Supervision relating to Basel III;
---	---

“Basel III Regulation” means any law or regulation implementing the Basel III Accord save and to the extent that it re-enacts a Basel II Regulation;

“Borrower” means the Borrower as specified at the beginning of this Agreement;

“Break Costs” has the meaning given in Clause 10.3 (Break Costs);

“Business Day” means:

(a)	a day (other than a Saturday or Sunday) on which banks are open for general business in Athens and Piraeus;
(b)	in New York; and
---	---

(in relation to the fixing of any interest rate which is required to be determined under this Agreement or any Finance Document), a US Government Securities Business Day;

“Charterparty Assignment” means an assignment of the rights of the Borrower under any Assignable Charterparty and any guarantee of such Assignable Charterparty executed or to be executed by the Borrower in favour of the Lender and the acknowledgement of notice of the assignment in respect of such Assignable Charterparty to be obtained (on best effort basis by the Borrower) in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented, and “Charterparty Assignments” means all of them;

“Classification” means the classification referred to in the Mortgage registered thereon with the Classification Society or such other classification society as the Lender shall, at the request of the Borrower, have agreed in writing, shall be treated as the Classification Society for the purposes of the Finance Documents;

“Commitment” means the amount which the Lender agreed to lend to the Borrower under Clause 2.1 (Commitment

        to Lend\) as reduced by any relevant term of this Agreement;

“Commitment Letter” means the Commitment Letter dated 25 November, 2022 and endorsed by the Borrower on the same date, and shall include any amendments or addenda thereto;

“Compulsory Acquisition” means requisition for title or other compulsory acquisition, requisition, appropriation, expropriation, deprivation, forfeiture or confiscation for any reason of the Vessel, whether for full or part consideration, a consideration less than its proper value, a nominal consideration or without any consideration, which is effected by any Government Entity or other competent authority, by any person or persons claiming to be or to represent any Government Entity, whether de jure or de facto, but shall exclude requisition for use or hire not involving requisition of title;

“Corporate Guarantee” means the irrevocable and unconditional guarantee executed or (as the context may require) to be executed by the Corporate Guarantor as a security for the Outstanding Indebtedness and any and all other obligations of the Borrower under this Agreement and the Security Documents, in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented;

“Corporate Guarantor” means Seanergy and/or any other person nominated by the Borrower and acceptable to the Lender which may give a Corporate Guarantee, and includes its successors in title;

“CRD IV” means:

(a)	Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutions and the prudential supervision of credit institutions<br> and investment firms, amending Directive 2002/87/EC and repealing Directives 2006/48/EC and 2006/49/EC, as amended, supplemented or restated; and
(b)	any other law or regulation which implements Basel III;
---	---

“Default” means any Event of Default which is continuing or any event or circumstance which with the giving of notice or expiry of any grace period or the satisfaction of any other condition (or any combination thereof) would constitute an Event of Default;

“Default Rate” means that rate of interest per annum which is determined in accordance with the provisions of Clause 3.4 (Default Interest);

“Delivery” means the delivery of the Vessel from the Seller to, and the acceptance of the Vessel by, the Borrower pursuant to the MOA;

“Delivery Date” means the date upon which the Delivery of the Vessel occurs;

“DOC” means a document of compliance issued to an Operator in accordance with rule 13 of the ISM Code;

“Dollars” (and the sign “$”) means the lawful currency for the time being of the United States of America;

“Drawdown Date” means the date, being a Business Day, requested by the Borrower for the Loan to be made available, or (as the context requires) the date on which the Loan is actually borrowed;

“Drawdown Notice” means a notice substantially in the terms of Schedule 1 (Form of Drawdown Notice) (or in any other form which the Lender approves);

“Earnings” means all moneys whatsoever which are now, or later become, payable (actually or contingently) to the Borrower and which arise out of the use or operation of the Vessel, including (but not limited to) all freight, hire and passage moneys, compensation payable to the Borrower in the event of requisition of the Vessel for hire, remuneration for salvage and towage services, demurrage and detention moneys, contributions of any nature whatsoever in respect of general average, damages for breach (or payments for variation or termination) of any charterparty or other contract for the employment of the Vessel and any other earnings whatsoever due or to become due to the Borrower in respect of the Vessel and all sums recoverable under the Insurances in respect of loss of Earnings and includes, if and whenever the Vessel is employed on terms whereby any and all such moneys as aforesaid are pooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing agreement which is attributable to the Vessel;

“EEA Member Country” means any member state of the European Union, Iceland, Liechtenstein and Norway;

“Environmental Approval” means any consent, authorisation, licence or approval of any governmental or public body or authorities or courts applicable to any Relevant Ship or her operation or the carriage of cargo thereon and/or passengers therein and/or provisions of goods and/or services on or from a Relevant Ship required under any Environmental Law;

“Environmental Claim” means:

(a)	any claim by any governmental, judicial or regulatory authority which arises out of an Environmental Incident or which relates to any Environmental Law; or
(b)	any claim by any other person which relates to an Environmental Incident,
---	---

in each case being for an amount in excess of $650,000 (or the equivalent in any other currency), per incident and “claim” means a claim for damages, compensation, fines, penalties or any other payment of any kind whether or not similar to the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement or regulatory action, including the arrest or attachment of any asset;

“Environmental Incident” means (i) any release of Material of Environmental Concern from the Vessel, (ii) any incident in which Material of Environmental Concern is released from a vessel other than the Vessel and which involves collision between the Vessel and such other vessel or some other incident of navigation or operation, in either case, where the Vessel, the Borrower or the Approved Manager is actually or allegedly at fault or otherwise liable (in whole or in part) or (iii) any incident in which Material of Environmental Concern is released from a vessel other than the Vessel and where the Vessel is actually or potentially liable to be arrested as a result and/or where the Borrower or the Approved Manager is actually or allegedly at fault or otherwise liable to any legal or administrative action;

“Environmental Laws” means all national, international and state laws, rules, regulations, treaties and conventions applicable to any Relevant Ship pertaining to the pollution or protection of human health or the environment including, without limitation, the carriage of Materials of Environmental Concern and actual or threatened emissions, spills, releases or discharges of Materials of Environmental Concern and actual or threatened emissions, spills, releases or discharges of Materials of Environmental Concern from any Relevant Ship (including, without limitation, the United States Oil Pollution Act of 1990 and any comparable laws of the individual States of the United States of America);

“EU Bail-In Legislation Schedule” means the document described as such and published by the Loan Market Association (or any successor person) from time to time;

“Event of Default” means any event or circumstance set out in Clause 9.1 (Events) or described as such in any other of the Finance Documents;

“Expenses” means the aggregate at any relevant time (to the extent that the same have not been received or recovered by the Lender) of:

(a)	all losses, liabilities, costs, charges, expenses, damages and outgoings of whatever nature, (including, without limitation, Taxes, repair costs, registration fees and insurance premiums, crew wages,<br> repatriation expenses and seamen’s pension fund dues) suffered, incurred, charged to or paid or committed to be paid by the Lender in connection with the exercise of the powers referred to in or granted by any of the Finance Documents or<br> otherwise payable by the Borrower in accordance with the terms of any of the Finance Documents;
(b)	the expenses referred to in Clause 10.2 (Expenses); and
---	---
(c)	interest on all such losses, liabilities, costs, charges, expenses, damages and outgoings from, in the case of Expenses referred to in sub-paragraph (b) above, the date on which such Expenses were demanded<br> by the Lender from the Borrower and in all other cases, the date on which the same were suffered, incurred or paid by the Lender until the date of receipt or recovery thereof (whether before or after judgement) at the Default Rate (as<br> conclusively certified by the Lender) but always absent manifest error;
---	---

“FATCA” means:

(a)	sections 1471 to 1474 of the US Internal Revenue Code of 1986 (the “Code”) or any associated regulations or other associated official guidance;
(b)	any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case)<br> facilitates the implementation of paragraph (a) above; or
---	---
(c)	any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction;
---	---

“FATCA Deduction” means a deduction or withholding from a payment under a Finance Document required by FATCA;

“FATCA Exempt Party” means a party that is entitled to receive payments free from any FATCA Deduction;

“Fidelity” means Fidelity Marine Inc., a corporation incorporated in the Marshall Islands having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands and having an office established in Greece pursuant to the Greek laws 378/68, 27/75, 2234/94, 3752/09 and 4150/13 (as amended and in force at the date hereof) at 7, Vassileos Georgiou B’ Street, Voula, Postal Code 16673, Attiki, Greece

“Final Maturity Date” means the date falling on the fourth (4^th^) anniversary of the Drawdown Date;

“Finance Documents” means, together, this Agreement, the Security Documents, the Insurance Letters, any Drawdown Notice, any document which is executed for the purpose of establishing any priority or subordination arrangement in relation to the Outstanding Indebtedness^^and any other document designated as such by the Lender and the Borrower;

“Financial Indebtedness” means, in relation to a person (the “debtor”), a liability of the debtor:

(a)	for principal, interest or any other sum payable in respect of any moneys borrowed or raised by the debtor;
(b)	under any loan stock, bond, note or other security issued by the debtor;
---	---
(c)	under any acceptance credit, guarantee or letter of credit facility made available to the debtor;
---	---
(d)	under a financial lease, a deferred purchase consideration arrangement or any other agreement having the commercial effect of a borrowing or raising of money by the debtor;
---	---
(e)	under any interest or currency swap or any other kind of derivative transaction entered into by the debtor or, if the agreement under which any such transaction is entered into requires netting of mutual<br> liabilities, the liability of the debtor for the net amount; or
---	---

(f)	under a guarantee, indemnity or similar obligation entered into by the debtor in respect of a liability of another person which would fall within (a) to (e) if the references to the debtor referred to the other person;

“Financial Year” means, in relation to each of the Borrower and the Corporate Guarantor, each period of one (1) year commencing on 1^st^ January thereof in respect of which financial statements referred to in Clause 8.1(f) (Financial

        statements\) are or ought to be prepared;

“Flag State” means the Republic of Liberia or such other state or territory proposed in writing by the Borrower to the Lender and approved by the Lender (such approval not to be unreasonably withheld, especially when requested for trading purposes), as being the “Flag State” of the Vessel for the purposes of the Finance Documents;

“General Assignment” means the first priority deed of assignment of the Earnings, Insurances and Requisition Compensation collateral to the Mortgage, executed or (as the context may require) to be executed by the Borrower in favour of the Lender, in form and substance as the Lender may approve or require, as the same may from time to time be amended and/or supplemented;

“Group” means together the Borrower, the Corporate Guarantor, any Affiliate thereof and all other shipping companies now or in the future substantially directly or indirectly owned and/or controlled by the same shareholders as the Borrower;

"Historic Term SOFR" means, in relation to the Loan or any part of the Loan, the most recent applicable Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan and which is as of a day which is no more than three US Government Securities Business Days before the Quotation Day;

“Insurance Letter” means a letter from the Borrower in the form of Schedule 2 (Form of Insurance Letter), and “Insurance Letters” means any or all of them, as the context may require;

“Insurances” means:

(a)

all policies and contracts of insurance and reinsurance, policies or contracts, including entries of the Vessel in any protection and indemnity or war risks association, effected in respect of the Vessel, its Earnings or otherwise in relation to it whether before, on or after the date of this Agreement; and

(b)

all rights (including, without limitation, any and all rights or claims which the Borrower may have under or in connection with any cut-through clause relative to any reinsurance contract relating to the aforesaid policies or contracts of insurance) and other assets relating to, or derived from, any of the foregoing, including any rights to a return of a premium and any rights in respect of any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date of this Agreement;

---

“Interpolated Historic Term SOFR” means, in relation to the Loan or any part of the Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

(a)	either:
(i)	the most recent applicable Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest<br> Period of the Loan or that part of the Loan; or
---	---
(ii)	if no such Term SOFR is available for a period which is less than the Interest Period of the Loan or that part of the Loan, SOFR for a day which is no more than five US Government Securities Business Days (and no less than two US<br> Government Securities Business Days) before the Quotation Day; and
---	---
(b)	the most recent applicable Term SOFR (as of a day which is not more than three US Government Securities Business Days before the Quotation Day) for the shortest period (for which Term SOFR is available)<br> which exceeds the Interest Period of the Loan or that part of the Loan;
---	---

"Interpolated Term SOFR" means, in relation to the Loan or any part of the Loan, the rate (rounded to the same number of decimal places as Term SOFR) which results from interpolating on a linear basis between:

(a)	either
(i)	the applicable Term SOFR (as of the Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest Period of the Loan or that part of the Loan; or
---	---
(ii)	if no such Term SOFR is available for a period which is less than the Interest Period of the Loan or that part of the Loan, SOFR for the day which is two (2) US Government Securities Business Days before the Quotation Day; and
---	---

(b)	the applicable Term SOFR (as of the Quotation Day) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of the Loan or that part of the Loan;

“ISM Code” means in relation to its application to the Borrower, the Vessel and her operation:

(a)

(b)

---

as the same may be amended, supplemented or replaced from time to time;

“ISM Code Documentation” includes:

(a)	the DOC and SMC issued by a classification society in all respects acceptable to the Lender in its absolute discretion pursuant to the ISM Code in relation to the Vessel within the period specified by the ISM Code;
(b)	all other documents and data which are relevant to the ISM SMS and its implementation and verification which the Lender may require by request; and
---	---
(c)	any other documents which are prepared or which are otherwise relevant to establish and maintain the Vessel’s or the Borrower’s compliance with the ISM Code which the Lender may require by request;
---	---

“ISM SMS” means the safety management system which is required to be developed, implemented and maintained under the ISM Code;

“ISSC” means an International Ship Security Certificate issued in respect of the Vessel pursuant to the ISPS Code;

“Lender” means the Lender as specified in the beginning of this Agreement, and includes its successors in title and transferees;

“Major Casualty” means any casualty to the Vessel in respect whereof the claim or the aggregate of the claims against all insurers, before adjustment for any relevant franchise or deductible, exceeds the Major Casualty Amount;

“Major Casualty Amount” means Six hundred fifty thousand Dollars ($650,000) or the equivalent in any other currency;

“Management Agreement” in relation to the Vessel means the agreement made between the Owner thereof and the respective Commercial or Technical, or as the case may be, Crew Approved Manager providing (inter alia) for such Approved Manager to manage that Vessel (together, the “Management Agreements”);

“Margin” means two point nine zero per centum (2.90%) per annum;

"Market Disruption Rate" means the Reference Rate;

“Market Value” means the market value of the Vessel as determined in accordance with Clause 8.5(b) (Valuation

        of Vessel\);

“Material Adverse Change” means any event or series of events which, in the opinion of the Lender, is likely to have a Material Adverse Effect;

“Material Adverse Effect” means a material, in the reasonable opinion of the Lender, adverse effect on:

(a)	the business, property, assets, liabilities, operations or condition (financial or otherwise) of the Borrower and/or any other Security Party taken as a whole;
(b)	the ability of the Borrower and/or any other Security Party to (i) comply with or perform any of its obligations or (ii) discharge any of its liabilities, under any Finance Document as they fall due; or
---	---
(c)	the validity, legality or enforceability of any Finance Document or the rights and remedies of the Lender under any Finance Document;
---	---

“MII” has the meaning given in Clause 10.9 (MII costs);

“MOA” means the Memorandum of Agreement dated 9^th^ November, 2022 entered into between the Sellers, as ‘Sellers’ and Seanergy or its guaranteed nominee , as ‘Buyers’ in respect of the sale by the Sellers and the purchase by Seanergy or its guaranteed nominee of the Vessel, as amended by Addendum No.1 dated 29 November 2022, whereby the Borrower has been nominated by Seanergy as the Buyer, and including any and all other addenda, side letters, supplements, annexes thereto;

“Mortgage” means the first preferred ship mortgage on the Vessel to be executed by Borrower in favour of the Lender in form and substance satisfactory to the Lender, as the same may from time to time be amended and/or supplemented;

“Operating Account” means the account opened or to be opened and maintained in the name of Borrower with the Lending Office or with any other branch of the Lender or any other office of the Lender or with such other bank as may be required by and at the discretion of the Lender pursuant to Clause 13.7 (Relocation of Operating Account) and

    shall include any sub-accounts or call accounts \(whether in Dollars or any other currency\) opened under the same designation or any revised designation or number from time to time notified by the Lender to the Borrower, to which \(inter alia\) all
    Earnings of the Vessel and/or any other moneys are to be paid in accordance with the provisions of this Agreement and/or the General Assignment and/or any of the other Finance Documents;

“Operating Expenses” means the voyage and operating expenses of the Vessel, including, but not limited to, the expenses for operating, crewing, victualing, insuring, maintaining, repairing and generally trading the Vessel (and if applicable, voyage expenses), the expenses for spares, administration and management of the Vessel (inclusive of the management fees) as well as the reserves that the Borrower, acting reasonably, consider necessary for the commercial operation of the Vessel and the costs of intermediate and special surveys and dry docking of the Vessel and any other relevant expenses necessary for the Vessel’s commercial operation and/or in accordance with any international/ environmental regulations which are reasonably incurred for ships of the size and type of the Vessel;

“Operator” means any person who is from time to time during the Security Period concerned in the operation of the Vessel and falls within the definition of “Company” set out in rule 1.1.2. of the ISM Code;

“Outstanding Indebtedness” means the aggregate of (a) the Loan and interest accrued and accruing thereon, and (b) the Expenses and (c) all other sums of any nature (together with all interest on any of those sums) which from time to time may be payable by the Borrower to the Lender pursuant to the Finance Documents, whether actually or contingently and (d) any damages payable as a result of any breach by the Borrower of any of the Finance Documents and (e) any damages or other sums payable as a result of any of the obligations of the Borrower under or pursuant to any of the Finance Documents being disclaimed by a liquidator or any other person, or, where the context permits, the amount thereof for the time being outstanding;

“Owner” means the Borrower as specified in the definition of the Vessel in this Clause 1.2;

“Party” means a party to this Agreement, and “Parties” means any or all of them, as the context may require;

“Permitted Security Interest” means:

(a)	Security Interests created by the Finance Documents;
(b)	liens for unpaid master’s and crew’s wages in accordance with usual maritime practice;
---	---
(c)	liens for salvage;
---	---
(d)	liens arising by operation of law for not more than 2 months’ prepaid hire under any charter in relation to the Vessel not<br> prohibited by this Agreement;
---	---
(e)	liens for master’s disbursements incurred in the ordinary course of trading and any other lien arising by operation of law or otherwise in the ordinary course of the<br> operation, repair or maintenance of the Vessel, provided such liens do not secure amounts more than 60 days overdue (unless the overdue amount is being contested in good faith by appropriate steps) and, in the case of liens for repair<br> or maintenance, if the Vessel is put in the possession of any person for the purpose of work being done upon her in an amount exceeding or likely to exceed the Major Casualty Amount provided<br><br><br><br><br><br> that (i) either that person has first given to the Lender and in terms satisfactory to it a written undertaking not to exercise any lien on the Vessel or her earnings for the cost of such<br> work or (ii) the previous consent of the Lender shall have been obtained (which consent shall not be unreasonably withheld);
---	---
(f)	any Security Interest created in favour of a plaintiff or defendant in any action of the court or tribunal before whom such action is brought as security for costs and<br> expenses where the Borrower is prosecuting or defending such action in good faith by appropriate steps; and
---	---
(g)	Security Interests arising by operation of law in respect of taxes which are not overdue for payment or in respect of taxes that are being contested in good faith by appropriate steps<br> and in respect of which appropriate reserves have been made;
---	---

“Pledged Liquidity” has the meaning ascribed thereto in Clause 8.1(l)

    \(Pledged Liquidity\);

“Purchase Price” in relation to the Vessel means the price to be paid by the Borrower to the Seller thereof pursuant to the terms of the MOA (i.e. $31,000,000 only) or such other sum as is determined in accordance with the terms and conditions of the MOA;

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two US Government Securities Business before the first day of that period unless market practice differs in the relevant syndicated loan market in which case the Quotation Day will be determined by the Lender in accordance with market practice (and if quotations would normally be given on more than one day, the Quotation Day will be the last of those days);

"Reference Rate" means, in relation to the Loan or any part of the Loan:

(a)	the applicable Term SOFR as of the Quotation Day and for a period equal in length to the Interest Period of the Loan or that part of the Loan; or
(b)	as otherwise determined pursuant to Clause 3.8 (Unavailability of Term SOFR),
---	---

and if, in either case, that rate is less than zero, the Reference Rate shall be deemed to be zero;

“Registry” means the offices of such registrar, commissioner or representative of the relevant Flag State who is duly authorised to register the Vessel, the Borrower’s title thereto and the Mortgage over the Vessel under the laws and flag of the relevant Flag State;

“Related Company” means any company or other entity which is an Affiliate of the Borrower and or which is under the ultimate control, direct or indirect, of any individual who has ultimate control, of the Borrower, and “Related Companies” means any or all of them, as the context may require;

"Relevant Market" means the market for overnight cash borrowing collateralised by US Government Securities;

“Relevant Party” means the Borrower and its Related Companies, and “Relevant Parties” means any or all of them, as the context may require;

“Relevant Ship” means each of the Vessel and any other vessel from time to time (whether before or after the date of this Agreement) owned, managed or crewed by, or chartered to, by any Relevant Party, and “Relevant Ships” means any or all of them, as the context may require;

“Repayment Date” means each of the dates specified in Clause 4.1 (Repayment) on which the Repayment Instalments shall be payable by the Borrower to the Lender, and “Repayment Dates” means any or all of them, as the context may require;

“Requisition Compensation” in relation to the Vessel means all sums of money or other compensation from time to time payable during the Security Period by reason of Compulsory Acquisition of the Vessel otherwise than by requisition for hire;

“Resolution Authority” means any body which has authority to exercise any Write-down and Conversion Powers;

“Sanctions” means any economic, financial or trade sanctions laws, regulations, embargoes or other restrictive measures adopted, administered, enacted or enforced by any Sanctions Authority, or otherwise imposed by any law or regulation compliance with which is reasonable in the ordinary course of business of the Borrower, any other Security Party and the Lender are subject (which shall include without limitation, any extra-territorial sanctions imposed by law or regulation of the United States of America);

“Sanctions Authority” means:

(a)	the government of the United States of America;
(b)	the United Nations;
---	---

(c)	the European Union (or the governments of any of its member states);
(d)	the United Kingdom;
---	---
(e)	the Flag State; or
---	---
(f)	the respective governmental institutions and agencies of any of the foregoing including the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”), the United States Department of State, the United States Department of Commerce and Her Majesty’s Treasury;
---	---

“Sanctions Restricted Jurisdiction” means any country or territory which is the subject of country-wide or territory-wide Sanctions;

“Sanctions Restricted Person” means a person that is, or is directly or indirectly, owned or controlled (as such terms are defined by the relevant Sanctions Authority) by, or acting on behalf of, one or more persons or entities on any list (each as amended, supplemented or substituted from time to time) of restricted entities, persons or organisations (or equivalent) published by a Sanctions Authority;

“Seanergy” means SEANERGY MARITIME HOLDINGS CORP., a corporation lawfully incorporated and validly existing under the laws of the Republic of the Marshall Islands and having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960;

“Seanergy Management” means SEANERGY MANAGEMENT CORP., a corporation incorporated in the Republic of the Marshall Islands having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands and having an office established in Greece pursuant to the Greek laws 378/68, 27/75, 2234/94, 3752/09 and 4150/13 (as amended and in force at the date hereof) at 154 Vouliagmenis Avenue, 16674 Glyfada, Athens, Greece;

“Seanergy Shipmanagement” means SEANERGY SHIPMANAGEMENT CORP., a corporation incorporated in the Republic of the Marshall Islands having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, MH96960, Marshall Islands and having an office established in Greece pursuant to the Greek laws 378/68, 27/75, 2234/94, 3752/09 and 4150/13 (as amended and in force at the date hereof) at 154 Vouliagmenis Avenue, 16674 Glyfada, Attiki, Greece;

“Security Cover Ratio” means, at any relevant time, the aggregate of the Security Value expressed as a percentage of the outstanding principal amount of the Loan at the relevant time;

“Security Documents” means:

(a)	the Accounts Pledge Agreement;
(b)	the Approved Manager’s Undertakings;
---	---
(c)	the General Assignment;
---	---
(d)	the Mortgage;
---	---
(e)	the Charterparty Assignment in respect of any Assignable Charterparty;
---	---
(f)	the Corporate Guarantee; and
---	---

(g)

any other agreement or document (whether creating a Security Interest or not) that may have been or shall from time to time after the date of this Agreement be executed to guarantee and/or secure all or any part of the Outstanding Indebtedness and/or any and all other obligations of the Borrower to the Lender pursuant to this Agreement and any other moneys from time to time owing or payable by the Borrower under or in connection with this Agreement and/or any of the other documents referred to in this definition, as each such document may from time to time be amended and/or supplemented, and “Security Document” means any of them as the context may require;

“Security Interest” means:

(a)	a mortgage, charge (whether fixed or floating), pledge, hypothecation, assignment or any maritime or other lien or any other security interest of any kind;
(b)	the security rights of a plaintiff under an action in rem; and
---	---
(c)	any trust arrangement or security interest or other encumbrance of any kind securing any obligation of any person or any type of preferential arrangement (including without limitation title transfer and/or<br> retention, arrest, seizure, garnishee order (whether nisi or absolute) or any other order or judgementarrangements having a similar effect);
---	---

“Security Party” means each of the Borrower, Seanergy and any other person (other than the Lender, Fidelity, the Approved Crew Manager or any manager approved by the Lender who is not a member of the Group and any charterer) who, as a surety or mortgagor, as a party to any subordination or priorities arrangement, or in any similar capacity, executes a document falling within the last paragraph of the definition of “Finance Documents”, and “Security Parties” means any or all of them, as the context may require;

“Security Period” means the period commencing on the Drawdown Date and ending on the date on which:

(a)	all amounts which have become due for payment by the Borrower or any other Security Party under the Finance Documents have been paid;
(b)	no amount is owing or has accrued (without yet having become due for payment) under any Finance Document; and
---	---
(c)	neither the Borrower nor any other Security Party has any future or contingent liability under Clauses 11 (Indemnities-<br><br><br><br><br><br> Expenses-Fees) or 5 (Payments, Taxes<br> and Computation) or any other provision of this Agreement or another Finance Document;
---	---

“Security Value” means the amount in Dollars (as certified by the Lender whose certificate shall, in the absence of manifest error, be conclusive and binding on the Borrower) which, at any relevant time is the aggregate of (i) the Market Value of the Vessel as most recently determined in accordance with Clause 8.5(b) (Valuation of Vessel) (ii) the market value of any additional security provided under Clause 8.5(a) (Security shortfall-Additional Security) and accepted by the Lender (if any) and (iii) the Pledged Liquidity;

“Seller” means the person specified as “Sellers” in the MOA;

“SMC” means a safety management certificate issued in respect of the Vessel in accordance with rule 13 of the ISM Code;

"SOFR" means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person which takes over the administration of that rate) published (before any correction, recalculation or republication by the administrator) by the Federal Reserve Bank of New York (or any other person which takes over the publication of that rate);

“Subsidiary” of a person means any company or entity directly or indirectly controlled by such person;

“Taxes” includes all present and future taxes, levies, imposts, duties, fees or charges of whatever nature together with interest thereon and penalties in respect thereof (except taxes concerning the Lender and imposed on the net income of the Lender) and “Taxation” shall be construed accordingly;

"Term SOFR" means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published (before any correction, recalculation or republication by the administrator) by CME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate);

“Total Loss” means:

(a)	actual, constructive, compromised or arranged total loss of the Vessel; or
(b)	the Compulsory Acquisition of the Vessel; or
---	---
(c)	the condemnation, capture, seizure, arrest, detention or confiscation of the Vessel (other than where the same amounts to the Compulsory Acquisition of the Vessel) by any Government<br> Entity, or by persons acting or purporting to act on behalf of any Government Entity, unless the Vessel be released and restored to the Owner from such condemnation, capture, seizure, arrest, detention or confiscation within one hundred<br> twenty (120) days after the occurrence thereof; and
---	---
(d)	the hijacking, capture, seizure or confiscation of that Vessel arising as a result of a piracy or related incident unless the Vessel be released and restored to the Owner<br> from such hijacking, capture, seizure or confiscation within one hundred eighty (180) days after the occurrence thereof;
---	---

“Total Loss Date” means:

(a)	in the case of an actual loss of the Vessel, the date on which it occurred or, if that is unknown, the date when the Vessel was last heard of;
(b)	in the case of a constructive, compromised, agreed or arranged total loss of the Vessel, the earliest of:
---	---
(i)	the date on which a notice of abandonment is given to the insurers; and
---	---
(ii)	the date of any compromise, arrangement or agreement made by or on behalf of the Owner with the Vessel's insurers in which the insurers agree to treat the Vessel as a total loss;
---	---

(c)	in the case of the Compulsory Acquisition of the Vessel, on the date upon which the relevant requisition of title or other compulsory acquisition occurs;
(d)	in the case of, any condemnation, capture, seizure, confiscation, arrest, or detention of the Vessel (other than where the same amounts to Compulsory Acquisition of the Vessel) by any<br> Government Entity, or by persons acting on behalf of any Government Entity, which deprives its Owner of the use of the Vessel for more than one hundred twenty (120) days, upon the expiry of the period of one hundred twenty (120) days<br> after the date upon which the relevant, condemnation, capture, seizure or confiscation, arrest or detention occurred; and
---	---
(e)	in the case of hijacking, capture, seizure or confiscation of the Vessel arising as a result of a piracy or related incident upon the expiry of the period of one hundred eighty (180)<br> days after the occurrence thereof;
---	---

“Transferee” has the meaning ascribed thereto in Clause 14.3 (Assignment

        by the Lender\);

“Underlying Documents” means, together, the MOA, any Assignable Charterparty and the Management Agreements, and in the singular means any of them as the context requires;

"Unpaid Sum" means any sum due and payable but unpaid by a Security Party under the Finance Documents;

“US” means the United States of America;

"US Government Securities Business Day" means any day other than:

(a)	a Saturday or a Sunday; and
(b)	a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed income departments of its members be closed for the entire day for purposes<br> of trading in US Government securities;
---	---

“US Tax Obligor” means:

(a)	a Borrower which is resident for tax purposes in the US; or
(b)	a Security Party some or all whose payments under the Finance Documents are from sources within the US for US federal income tax purposes;
---	---

“Vessel” means the bulk carrier motor vessel “M.V. NAVIOS OBELIKS”, of about 93,074 gt, 60,504 nt built in the year 2012 in Japan by Koyo Dockyard Co., Ltd, having IMO No. 9614880, currently registered under the laws and flag of Panama, purchased by the Borrower pursuant to the MOA and which upon her Delivery shall be registered under the laws and flag of Liberia at the Ships Registry of the port of Monrovia in

    the ownership of the Borrower with the new name “PAROSHIP” together with all her boats, engines, machinery tackle outfit spare gear fuel
    consumable and other stores belongings and appurtenances whether on board or ashore and whether now owned or hereafter acquired and all the additions, improvements and replacements in or on the above described vessel;

“Write-down and Conversion Powers” means:

(a)	in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such in relation to that Bail-In Legislation in the EU Bail-In Legislation<br> Schedule; and
(b)	in relation to any other applicable Bail-In Legislation:
---	---
(i)	any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or Affiliate of a bank, investment firm or other financial institution, to<br> cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities or obligations of that person or any<br> other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers under that Bail-In Legislation that are<br> related to or ancillary to any of those powers; and
---	---
(ii)	any similar or analogous powers under that Bail-In Legislation; and
---	---
(c)	relation to any UK Bail-In Legislation:
---	---
(i)	any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm or other financial institution or Affiliate of a bank, investment firm<br> or other financial institution, to cancel, reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of that liability into shares, securities<br> or obligations of that person or any other person, to provide that any such contract or instrument is to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers<br> under that UK Bail-In Legislation that are related to or ancillary to any of those powers; and
---	---
(ii)	any similar or analogous powers under that UK Bail-In Legislation.
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1.3	Interpretation
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In this Agreement:

(a)	Clause headings and the table of contents are inserted for convenience of reference only and shall be ignored in the interpretation of this Agreement;
(b)	subject to any specific provision of this Agreement or of any assignment and/or participation or syndication agreement of any nature whatsoever, reference to each of the parties hereto and to the other<br> Finance Documents shall be deemed to be reference to and/or to include, as appropriate, their respective successors and permitted assigns;
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(c)	where the context so admits, words in the singular include the plural and vice versa;
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(d)	the words “including” and “in particular” shall not be construed as limiting the generality of any foregoing words;
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(e)	references to (or to any specified provisions of) a Finance Document or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as it may from time to time<br> be amended, restated, novated or replaced, however fundamentally, whether before the date of this Agreement or otherwise;
(f)	references to Clauses and Schedules are to be construed as references to the Clauses of, and the Schedules to, the relevant Finance Document and references to a Finance Document include all the terms of<br> that Finance Document and any Schedules, Annexes or Appendices thereto, which form an integral part of same;
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(g)	references to the opinion of the Lender or a determination or acceptance by the Lender or to documents, acts, or persons acceptable or satisfactory to the Lender or the like shall be construed as reference<br> to opinion, determination, acceptance or satisfaction of the Lender at the sole discretion of the Lender, and such opinion, determination, acceptance or satisfaction of the Lender shall be conclusive and binding on the Borrower;
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(h)	references to a “regulation” include any present or future<br> regulation, rule, directive, requirement, request or guideline (whether or not having the force of law) of any governmental or intergovernmental body, agency, authority, central bank or government department or any self-regulatory or<br> other national or supra-national authority or organisation and includes (without limitation) any Basel II Regulation or Basel III Regulation;
---	---
(i)	references to any person include such person’s assignees and successors in title; and
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(j)	references to or to a provision of, any law include any amendment, extension, re-enactment or replacement, whether made before the date of this Agreement or otherwise.
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1.4	Construction of certain terms
---	---

In this Agreement:

“asset” includes every kind of property, asset, interest or right, including any present, future or contingent right to any revenues or other payment;

“company” includes any partnership, joint venture and unincorporated association;

“consent” includes an authorisation, consent, approval, resolution, licence, exemption, filing, registration, notarisation and legalisation;

“contingent liability” means a liability which is not certain to arise and/or the amount of which remains unascertained;

"continuing", in relation to any Default or any Event of Default, means that the Default or the Event of Default has not been remedied or waived;

“control” of an entity means:

(a)	the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:

(i)	cast, or control the casting of, more than 50 per cent of the maximum number of votes that might be cast at a general meeting of that entity; or
(ii)	appoint or remove all, or the majority, of the directors or other equivalent officers of that entity; or
---	---
(iii)	give directions with respect to the operating and financial policies of that entity with which the directors or other equivalent officers of that entity are obliged to comply; and/or
---	---
(b)	the holding beneficially of more than 50 per cent of the issued share capital of that entity (excluding any part of that issued share capital that carries no right to participate beyond a specified amount<br> in a distribution of either profits or capital) (and, for this purpose, any Security Interest over the share capital shall be disregarded in determining the beneficial ownership of such share capital);
---	---

and “controlled” shall be construed accordingly;

“document” includes a deed; also a letter or fax;

“liability” includes every kind of debt or liability (present or future, certain or contingent), whether incurred as principal or surety or otherwise;

“policy”, in relation to any insurance, includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms;

“liquidation”, “winding up”, “dissolution”, or “administration” of person or a “receiver” or “administrative receiver” or “administrator” in the context of insolvency proceedings or security enforcement actions in respect of a person shall be construed so as to include any equivalent or analogous proceedings or any equivalent and analogous person or appointee (respectively) under the law of the jurisdiction in which such person is established or incorporated or any jurisdiction in which such person carries on business including (in respect of proceedings) the seeking or occurrences of liquidation, winding-up, reorganisation, dissolution, administration, arrangement, adjustment, protection or relief of debtors.

1.5	Same meaning

1.6	Inconsistency

1.7	Finance Documents

THE LOAN

2.1	Commitment to lend

2.2	Drawdown Notice irrevocable

A Drawdown Notice must be signed by a director or a duly authorised attorney-in-fact of the Borrower and shall be effective on actual receipt thereof by the Lender and, once served, it, subject as provided in Clause 3.6 (Market disruption), cannot be revoked without the prior consent of the Lender.

2.3	Drawdown Notice and commitment to borrow

Subject to the terms and conditions of this Agreement, the Loan shall be advanced to the Borrower following receipt by the Lender from the Borrower of a Drawdown Notice not later than 10:00 a.m. (New York time) on the second Business Day before the date on which the drawdown is intended to be made unless the Lender otherwise approves.

2.4	Number of Advances agreed

The Commitment shall be advanced to the Borrower, subject to the terms and conditions of this Agreement, by one (1) Advance and any amount undrawn under the Commitment shall be cancelled and may not be borrowed by the Borrower at a later date.

2.5	Disbursement

2.6	Application of proceeds

Without prejudice to the Borrower’s obligations under Clause 8.1(e) (Use of Loan proceeds), the Lender is not bound to monitor or verify the application of any amount borrowed pursuant to this Agreement and shall have no responsibility for the application of the proceeds of the Loan (or any part thereof) by the Borrower.

2.7	Termination date of the Commitment

Any part of the Commitment undrawn and uncancelled at the end of the Availability Period shall thereupon be automatically cancelled.

2.8	Evidence

It is hereby expressly agreed and admitted by the Borrower that abstracts or photocopies of the books of the Lender as well as statements of accounts or a certificate signed by an authorised officer of the Lender shall be conclusive, binding and full evidence, save for manifest error, on the Borrower as to the existence and/or the amount of the at any time Outstanding Indebtedness, of any amount due under this Agreement, of the applicable interest rate or Default Rate or any other rate provided for or referred to in this Agreement, the Interest Period, the value of additional securities under Clause 8.5(a) (Security shortfall Additional Security), the payment or non-payment of any amount. Nevertheless, enforcement procedures or any other court or out-of-court procedure can be commenced by the Lender on the basis of the above mentioned means of evidence including written statements or certificates of the Lender.

2.9	Cancellation

The Borrower shall be entitled to cancel any undrawn part of the Commitment under this Agreement upon giving the Lender not less than five (5) Business Days’ notice in writing to that effect, provided that no Drawdown Notice has been given to the Lender under Clause 2.3 (Drawdown Notice and commitment to borrow) for the full amount of the Commitment or in respect of the portion thereof in respect of which cancellation is required by the Borrower. Any such notice of cancellation, once given, shall be irrevocable. Any amount cancelled may not be drawn. Notwithstanding any such cancellation pursuant to this Clause 2.9 the Borrower shall continue to be liable for any and all amounts due to the Lender under this Agreement including without limitation any amounts due to the Lender under Clause 10 (Indemnities - Expenses – Fees).

2.10	No security or lien from other person

The Borrower has not taken or received, and the Borrower undertakes that until all moneys, obligations and liabilities due, owing or incurred by the Borrower under this Agreement and the Security Documents have been paid in full, the Borrower will not take or receive, any security or lien from any other Security Party.

2.11	Disbursement of the Commitment to Seller’s Bank or to the Escrow Agent’s Bank (as applicable)
(a)	Notwithstanding the foregoing provisions of this Clause 2, in the event that any part of the Commitment is required to be drawn down prior to the satisfaction of the requirements of Clause 7 (Conditions precedent) and remitted to the Seller’s Bank or to the Escrow Agent’s Bank (as applicable) in accordance with the relevant clause of the MOA (both hereinafter the “Seller’s Bank”), the Lender may in its absolute discretion agree to remit such amount to the<br> Seller’s Bank prior to the satisfaction of the requirements of Clause 7 (Conditions precedent) expressly subject to the following conditions:
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(i)	such amount is remitted to the Seller’s Bank to be held by it in an account in the Lender’s name and/or to the order of the Lender or to the Escrow Agent, as applicable, to be held in a separate account<br> which shall be operated pursuant to the terms and conditions of an Escrow Agreement to be approved by the Lender (the “deposit account”);
---	---
(ii)	the principal amount (the “deposited amount”) of such funds<br> will only be released to the Seller strictly in accordance with the Lender’s instructions set out in the SWIFT payment instructions or in the relevant Escrow Agreement, as applicable (together herein, the “SWIFT Instructions”) of the Lender to the Seller’s Bank (or to the Escrow Agent, as applicable);
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(iii)	the deposited amount so released may be used only for payment to the account of the Seller in satisfaction of the balance of the purchase price of the Vessel; and
---	---
(iv)	in the event that:
---	---
aa)	none of the said amount so remitted is released (whether on the expected Delivery Date or thereafter) in accordance with the SWIFT instructions or any part thereof is not so released, or
---	---
bb)	the Seller’s Bank (or the Escrow Agent, as applicable) fails to remit (or to order the remittance, as applicable) the said amount and any earned interest to the Operating Account and/or any other account<br> designated by the Lender in accordance with the SWIFT Instructions:
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(1) the continued failure of the Seller’s Bank (or the Escrow Agent, as applicable) to comply with the SWIFT instructions shall be deemed to be an Event of Default for the purposes of this Agreement and (2) the Borrower shall forthwith upon demand by the Lender pay to the Lender such amounts that may be certified by the Lender as being the amount required to indemnify the Lender in respect of any cost transferred to the Lender in relation to the deposited amount from the date of payment thereof to the Seller’s Bank (or to the Escrow Agent, as applicable) to the date of disbursement of the deposited amount to the Seller or the refund of the deposited amount to the Lender less the amount (if any) of the earned interest received by the Lender from the Seller’s Bank (or the Escrow Agent, as applicable).

(b)	Without prejudice to the obligations of the Borrower to indemnify the Lender on demand, the Lender shall in good faith take reasonable and proper steps diligently to seek recovery of the deposited amount<br> from the Seller’s Bank (or the Escrow Agent, as applicable) (provided that prior to taking such action the Borrower shall have agreed to indemnify the Lender for all costs and expenses which may be incurred in seeking recovery of<br> such amount, including, without limitation, all legal fees and disbursements reasonably and properly incurred) and if the Lender shall recover any part of the deposited amount (and provided that it has previously recovered full<br> indemnification under Clause 2.11(a)(iv)) the Lender shall, so long as no Event of Default has occurred and is continuing, pay to the Borrower the amount so recovered after subtracting any tax suffered or incurred thereon or Expenses<br> incurred by the Lender.
(c)	The Lender shall have no liability whatsoever to the Borrower or any other person for any loss caused by the Seller’s Bank’s (or the Escrow Agent’s, as applicable) failure for any reason whatsoever to remit<br> the said amount and any earned interest to the designated account or to comply fully in accordance with the SWIFT Instructions.
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(d)	Save that no Event of Default which is continuing exists under this Agreement, any amounts remitted by the Seller’s Bank (or the Escrow Agent, as applicable) to the Lender and returned pursuant to this<br> Clause 2.11 will be applied as follows, and express authority is hereby given by the Borrower to the Lender to make such application: in case the purchase of the Vessel has been canceled or delayed these amounts shall be applied in or<br> towards prepayment of the Loan in full, and the remaining amount (if any) shall be freely available to the Borrower;
---	---

provided that if any such amount so returned is not a part of the amount of the Loan but part of the Borrower’s equity such amount shall be freely available to the Borrower.

For the purposes of this Clause, “Escrow Agent’s Bank” means (in case an Escrow Agent is appointed) the bank of the Escrow Agent appointed by the relevant Borrower in accordance with the terms of the MOA and the provisions of any Escrow Agreement made between that Borrower, the Seller and the said Escrow Agent, and acknowledged and agreed by the Lender.

The provisions of Clause 4.4 (Amounts payable on prepayment) shall apply to any prepayment of the Loan made under this Clause 2.11.

3. INTEREST

3.1	Calculation of interest

(a)	the Margin; and
(b)	the Reference Rate for that Interest Period.
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3.2	Selection of Interest Period
(a)	Notice: The Borrower may by notice received by the Lender not later than 10:00 a.m. (New York time) on the second Business Day before the beginning of each Interest Period specify (subject to Clause<br> 3.3 (Determination of Interest Periods) below) whether such Interest Period shall have a duration of one (1) or three (3) months (or such other period as may be requested by the Borrower<br> and as the Lender, in its sole discretion, may agree to).
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(b)	Non-availability of matching deposits for Interest Period selected: If, after the Borrower by notice to the Lender shall have selected an Interest Period longer that three (3) months, the Lender<br> notifies the Borrower on the same Business Day before the commencement of that Interest Period that it is not satisfied that deposits in Dollars for a period equal to that Interest Period will be available to it in the Relevant Market<br> when that Interest Period commences, that Interest Period shall be of such duration as the Lender may advise the Borrower in writing.
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3.3	Determination of Interest Periods
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(a)	Initial Interest Period: the initial Interest Period applicable to the Loan will commence on the Drawdown Date and each subsequent Interest Period will commence forthwith upon the expiry of the<br> preceding Interest Period;
(b)	Interest Period overrunning Repayment Date(s): if any Interest Period would otherwise overrun one or more Repayment Dates, then, in the case of the last Repayment Date, such Interest Period shall end<br> on such Repayment Date, and in the case of any other Repayment Date or Dates the Loan shall be divided into parts so that there is one part equal to the amount(s) of the Repayment Instalment(s) due on each Repayment Date falling during<br> that Interest Period and having an Interest Period ending on the relevant Repayment Date and another part equal to the amount of the balance of the Loan having an Interest Period determined in accordance with Clause 3.2 (Selection of Interest Period) and the other provisions of this Clause 3.3 and the expression “Interest<br><br><br><br><br><br><br> Period in respect of the Loan” when used in this Agreement refers to the Interest Period in respect of the balance of the Loan;
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(c)	Last Interest Period: the last Interest Period in respect of the Loan will terminate on the Final Maturity Date;
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(d)	Failure to notify: if the Borrower fails to specify the duration of an Interest Period in accordance with the provisions of Clause 3.2 (Selection of Interest<br> Period) and this Clause 3.3, such Interest Period shall have a duration of three (3) months unless another period shall be agreed between the Lender and the Borrower provided, always, that such period (whether of<br> three (3) months or of different duration) shall comply with this Clause 3.3;
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(e)	Interest Period not readily available: if the Lender determines that the duration of an Interest Period specified by the Borrower in accordance with Clause 3.2 (Selection<br><br><br><br><br><br> of Interest Period) is not readily available, then that Interest Period shall have such duration as the Lender, may determine;
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(f)	No Interest Period to extend beyond Final Maturity Date: No Interest Period for the Loan shall end after the Final Maturity Date and any such Interest Period which would otherwise extend beyond the<br> Final Maturity Date shall instead end on the Final Maturity Date,

provided, always, that:

(i)	any Interest Period which commences on the last day of a calendar month, and any Interest Period which commences on the day on which there is no numerically corresponding day in the calendar month during<br> which such Interest Period is due to end, shall end on the last Business Day of the calendar month during which such Interest Period is due to end; and
(ii)	if the last day of an Interest Period is not a Business Day the Interest Period shall be extended until the next following Business Day unless such next following Business Day falls in the next calendar<br> month in which case such Interest Period shall be shortened to expire on the preceding Business Day.
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3.4	Default Interest
---	---
(a)	Default interest: If a Security Party fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date up to the date of<br> actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is 2% per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part<br> of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the Lender. Any interest accruing under this Clause 3.4 (Default interest) shall<br> be immediately payable by the Security Party on demand by the Lender.
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(b)	If an Unpaid Sum consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to the Loan or that part of the Loan:
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(i)	the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to the Loan or that part of the Loan; and
---	---
(ii)	the rate of interest applying to that Unpaid Sum during that first Interest Period shall be 2.00% per annum higher than the rate which would have applied if that Unpaid Sum had not become due.
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(c)	Payment of accrued default interest: Subject to the other provisions of this Agreement, any interest due under this Clause shall be paid on the last day of the period by reference to which it was<br> determined.
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(d)	Compounding of default interest: Any such interest which is not paid at the end of the period by reference to which it was determined shall be compounded every six (6) months and shall be payable on<br> demand.
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3.5	Notification of duration of Interest Periods and interest rate
---	---

The Lender shall notify the Borrower promptly of the duration of each Interest Period and of each rate of interest determined by it under this Clause 3 without prejudice to the right of the Lender to make determinations at its sole discretion, but this shall not be taken to imply that the Borrower is liable to pay such interest only with effect from the date of the Lender's notification. However, omission of the Lender to make such notification (without the application of the Borrower) will not constitute and will not be interpreted as if to constitute a breach of obligation of the Lender except in case of wilful misconduct.

3.6	Market disruption

If before close of business in Athens on the Quotation Day for the relevant Interest Period, the Lender determines (in its sole discretion) that its cost of funds relating to the Loan would be in excess of the Market Disruption Rate, then Clause 3.7 (Cost of funds) shall apply to the Loan for the relevant Interest Period.

3.7	Cost of funds
(a)	If this Clause 3.7 (Cost of funds) applies, the rate of interest on the Loan or the relevant part of the Loan for the relevant Interest Period shall be the<br> percentage rate per annum which is the sum of:
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(i)	the Margin; and
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(ii)	the rate notified by Lender to the Borrower, which expresses as a percentage rate per annum the Lender’s cost of funds relating to the Loan or the relevant part thereof.
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(b)	If this Clause 3.7 (Cost of funds) applies and the Lender or the Borrower so requires, the Lender and the Borrower shall enter into negotiations (for a period<br> of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest or (as the case may be) an alternative basis for funding.
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(c)	Subject to Clause 3.9 (Changes to reference rates), any substitute or alternative basis agreed pursuant<br> to paragraph (b) above shall, with the prior consent of all the Lender and the Borrower, be binding on all Parties.
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(d)	If any rate notified to the Lender under sub-paragraph (ii) of paragraph (a) above is less than zero, the relevant rate shall be deemed to be zero.
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(e)	If no substitute or alternative basis agreed pursuant to paragraph (b) above, the Borrower may give the Lender not less than 5 days’ notice of its intention to<br> prepay the Loan at the end of the interest period set by the Lender.
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(f)	A notice under paragraph (e) above shall be irrevocable; and on the last Business Day of the interest period set by the Lender the Borrower shall prepay (without<br> premium or penalty) the Loan, together with accrued interest thereon at the applicable interest rate and the balance of the Outstanding Indebtedness.
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(g)	The provisions of Clause 4 (Repayment-Prepayment) shall apply in relation to the prepayment made hereunder.
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3.8	Unavailability of Term SOFR
---	---
(a)	Interpolated Term SOFR: If no Term SOFR is available for the Interest Period of the Loan or<br> any part of the Loan, the applicable Reference Rate shall be the Interpolated Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan.
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(b)	Historic Term SOFR: If no Term SOFR is available for the Interest Period of the Loan or any<br> part of the Loan and it is not possible to calculate the Interpolated Term SOFR, the applicable Reference Rate shall be the Historic Term SOFR for the Loan or that part of the Loan.
(c)	Interpolated Historic Term SOFR: If paragraph (b) above applies but no Historic Term SOFR is available for the Interest Period of the Loan or any part of the Loan, the applicable Reference Rate shall be the Interpolated Historic Term SOFR for a period equal in length to the Interest Period<br> of the Loan or that part of the Loan.
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(d)	Cost of funds: If paragraph (c) above applies but it is not possible to calculate the<br> Interpolated Historic Term SOFR, there shall be no Reference Rate for the Loan or that part of the Loan (as applicable) and Clause 3.7 (Cost of Funds) shall apply to the Loan or that part<br> of the Loan for that Interest Period.
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3.9	Changes to Reference Rates
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(a)	If a Published Rate Replacement Event has occurred in relation to any Published Rate, any amendment or waiver which relates to:
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(i)	providing for the use of a Replacement Reference Rate; and
---	---
(ii)
---
(A)	aligning any provision of any Finance Document to the use of that Replacement Reference Rate;
---	---
(B)	enabling that Replacement Reference Rate to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement<br> Reference Rate to be used for the purposes of this Agreement);
---	---
(C)	implementing market conventions applicable to that Replacement Reference Rate;
---	---
(D)	providing for appropriate fallback (and market disruption) provisions for that Replacement Reference Rate; or
---	---
(E)	adjusting the pricing to reduce or eliminate, to the extent reasonably practicable, any transfer of economic value from one Party to another as a result of the application of that Replacement Reference Rate<br> (and if any adjustment or method for calculating any adjustment has been formally designated, nominated or recommended by the Relevant Nominating Body, the adjustment shall be determined on the basis of that designation, nomination or<br> recommendation),
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may be made with the consent of the Lender.

(b)	In this Clause 3.9 (Changes to reference rates):

"Published Rate" means:

(a) SOFR; or

(b) Term SOFR for any Quoted Tenor.

"Published Rate Contingency Period" means, in relation to:

(a)	Term SOFR (all Quoted Tenors), 10 US Government Securities Business Days; and
(b)	SOFR, 10 US Government Securities Business Days.
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"Published Rate Replacement Event" means, in relation to a Published Rate:
---
(a)	the methodology, formula or other means of determining that Published Rate has, in the opinion of the Lender , materially changed;
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(b)
---

(i)

(A)	the administrator of that Published Rate or its supervisor publicly announces that such administrator is insolvent; or
(B)	information is published in any order, decree, notice, petition or filing, however described, of or filed with a court, tribunal, exchange, regulatory authority or similar administrative, regulatory or judicial body which reasonably<br> confirms that the administrator of that Published Rate is insolvent,
---	---

provided that, in each case, at that time, there is no successor administrator to continue to provide that Published Rate;

(i)	the administrator of that Published Rate publicly announces that it has ceased or will cease to provide that Published Rate permanently or indefinitely and, at that time, there is no<br> successor administrator to continue to provide that Published Rate;
(ii)	the supervisor of the administrator of that Published Rate publicly announces that such Published Rate has been or will be permanently or indefinitely discontinued; or
---	---
(iii)	the administrator of that Published Rate or its supervisor announces that that Published Rate may no longer be used; or
---	---
(c)	the administrator of that Published Rate (or the administrator of an interest rate which is a constituent element of that Published Rate) determines that that Published Rate should be calculated in<br> accordance with its reduced submissions or other contingency or fallback policies or arrangements and either:
---	---
(i)	the circumstance(s) or event(s) leading to such determination are not (in the opinion of the Lender) temporary; or
---	---

(ii)	that Published Rate is calculated in accordance with any such policy or arrangement for a period no less than the applicable Published Rate Contingency Period; or
(d)	in the opinion of the Lender , that Published Rate is otherwise no longer appropriate for the purposes of calculating interest under this Agreement.
---	---

"Quoted Tenor" means, in relation to Term SOFR, any period for which that rate is customarily displayed on the relevant page or screen of an information service.

"Replacement Reference Rate" means a reference rate which is:

(a)	formally designated, nominated or recommended as the replacement for a Published Rate by:
(i)	the administrator of that Published Rate; or
---	---
(ii)	any Relevant Nominating Body,
---	---

(b)	in the opinion of the Lender , generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor or alternative to a Published Rate; or
(c)	in the opinion of the Lender, an appropriate successor or alternative to a Published Rate.
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4. REPAYMENT - PREPAYMENT

4.1	Repayment

The Borrower shall and it is expressly undertaken by the Borrower to repay the Loan by (a) sixteen (16) unequal quarterly repayment instalments (the “Repayment Instalments”), the first of which to be repaid on the date falling three (3) months after the Drawdown Date and each of the subsequent ones consecutively falling due for payment on each of the dates falling three (3) months after the immediately preceding Repayment Date with the last (the 16^th^) of such Repayment Instalments falling due for payment on the Final Maturity Date and (b) a balloon installment in the amount of Dollars Nine million six hundred thousand ($9,600,000) (the “Balloon Instalment”), such Balloon Instalment to be repaid together with the last (the 16^th^) Repayment Installment on the Final Maturity Date; subject to the provisions of this Agreement, the amount of the Repayment Instalments shall be as follows:

(i)	1^st^ to 4^th^ (both incl.)<br> in the amount of Dollars five hundred twenty five thousand ($525,000) each; and
(ii)	5^th^ to 16^th^ (both incl.) in the amount of<br> Dollars four hundred thousand ($400,000) each;
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provided that (a) if the last Repayment Date would otherwise fall after the Final Maturity Date, the last Repayment Date shall be the Final Maturity Date, (b) there shall be no Repayment Dates after the Final Maturity Date, (c) on the Final Maturity Date the Borrower shall also pay to the Lender any and all other monies then due and payable under this Agreement and the other Finance Documents, (d) if any part of the Commitment is not advanced to the Borrower the amounts of the Repayment Instalments and the Balloon Instalment shall be reduced pro-rata, and (e) if any of the Repayment Instalments shall become due on a day which is not a Business Day, the due date therefor shall be extended to the next succeeding Business Day unless such Business Day falls in the next calendar month, in which event such due date shall be the immediately preceding Business Day.

4.2	Voluntary Prepayment

The Borrower shall have the right, to prepay without, prepayment fee or penalty, part or all of the Loan in each case together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the Borrower to the Lender hereunder or pursuant to the other Finance Documents and all interest accrued thereon, provided that:

(a)	the Lender shall have received from the Borrower not less than seven (7) Business Days’ prior notice in writing (which shall be irrevocable) of their intention to make such prepayment and specify the<br> account and the date on which such prepayment is to be made;
(b)	any prepayment may take place only on the last day of an Interest Period relating to the whole of the Loan and if the Borrower shall request consent to make such prepayment on a day other than the last day<br> of an Interest Period, the Borrower will pay, in addition to the amount to be prepaid, any such sum as may be payable to the Lender pursuant to Clause 10.1 (Indemnity);;
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(c)	each prepayment shall be equal to One hundred thousand Dollars ($100,000) or a whole multiple thereof or the balance of the Loan;
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(d)	any prepayment of less than the whole of the Loan will be applied in or towards pro-rata reduction of the Balloon Instalment and the remaining Repayment Instalments or at Borrower’s request and in the sole<br> discretion of the Lender in order of maturity of the Repayment Instalments falling due after the date of prepayment;
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(e)	every notice of prepayment shall be effective only on actual receipt by the Lender, shall be irrevocable and shall oblige the Borrower to make such prepayment on the date specified;
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(f)	the Borrower has provided evidence satisfactory to the Lender that any consent required by the Borrower or any Security Party in connection with the prepayment has been obtained and remains in force, and<br> that any regulation relevant to this Agreement which affects the Borrower or any Security Party has been complied with;
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(g)	no amount prepaid may be re-borrowed; and
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(h)	the Borrower may not prepay the Loan or any part thereof save as expressly provided in this Agreement or as otherwise agreed by the Lender;
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4.3	Mandatory Prepayment in case of Total Loss or sale or refinancing of the Vessel
(a)	Total Loss of Vessel: On the Vessel becoming a Total Loss:
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(i)	prior to the advancing of the Commitment, the obligation of the Lender to make available the Commitment shall immediately cease and the Commitment shall be reduced to zero; or
---	---
(ii)	in case the Commitment (or any part thereof) has been already advanced, the Borrower shall prepay the Outstanding Indebtedness the latest on the date falling one<br> hundred and eighty (180) days after the Total Loss Date or, if earlier, on the date upon which the insurance proceeds in respect of such Total Loss are or Requisition Compensation is received by the Borrower (or the Lender pursuant to<br> the Security Documents).
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(b)	Sale or refinancing of the Vessel: In the event of a sale or other disposal of the Vessel, or in case of refinancing by another bank or a financial institution or<br> if the Borrower requests the Lender’s consent for the discharge of the Mortgage on the Vessel, the Borrower shall prepay the Outstanding Indebtedness in full on or before the date on which such refinancing is effected or the sale is<br> completed by delivery of the Vessel to the buyer thereof.
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4.4	Amounts payable on prepayment
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Any prepayment of all or part of the Loan under this Agreement shall be made together with:

(a)	accrued interest on the prepaid amount of the Loan to the date of such prepayment (calculated, in the case of a prepayment pursuant to Clause 3.6 (Market disruption)<br> at a rate equal to the aggregate of the Margin and the cost to the Lender of funding the Loan);
(b)	any additional amount payable under Clause 5.3 (Gross Up);
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(c)	all other sums payable by the Borrower to the Lender under this Agreement or any of the other Finance Documents including, without limitation, any amounts payable under Clause 10 (Indemnities - Expenses – Fees); and
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(d)	in relation to any prepayment made on a date other than an Interest Payment Date in respect of the whole of the Loan, it shall, in addition to the amount prepaid and accrued interest,<br> pay to the Lender any amount which the Lender may certify is necessary to compensate the Lender for any Break Costs incurred by the Lender as a result of the making of the prepayment in question.
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5. PAYMENTS, TAXES AND COMPUTATION

5.1	Payments - No set-off or Counterclaims
(a)	The Borrower hereby acknowledges that, in performing its obligations under this Agreement, the Lender will be incurring liabilities to third parties in relation to the funding of amounts to the Borrower,<br> such liabilities matching the liabilities of the Borrower to the Lender and that it is reasonable for the Lender to be entitled to receive payments from the Borrower gross on the due date in order that the Lender is put in a position to<br> perform its matching obligations to the relevant third parties. Accordingly, all payments to be made by the Borrower under this Agreement and/or any of the other Finance Documents shall be made in full, without any set-off or<br> counterclaim whatsoever and, subject as provided in Clause 5.3 (Gross Up), free and clear of any deductions or withholdings or Governmental Withholdings whatsoever, as follows:
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(i)	in Dollars (except for charges or expenses which shall be paid in the currency in which they are incurred), not later than 10:00 a.m. (New York time) on the Business Day (in Piraeus, Athens, London and New<br> York City) on which the relevant payment is due under the terms of this Agreement; and
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(ii)	to such account and at such bank as the Lender may from time to time specify for this purpose by written notice to the Borrower, reference: “PAROS OCEAN NAVIGATION CO./Loan<br><br><br><br><br><br> Agreement dated: 15 December, 2022” provided, however, that<br> the Lender shall have the right to change the place of account for payment, upon ten (10) Business Days’ prior written notice to the Borrower.
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(b)	If at any time it shall become unlawful or impracticable for the Borrower to make payment under this Agreement to the relevant account or bank referred to in Clause 5.1(a), the Borrower may request and the<br> Lender may agree to alternative arrangements for the payment of the amounts due by the Borrower to the Lender under this Agreement or the other Finance Documents.
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5.2	Payments on Business Days
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All payments due shall be made on a Business Day. If the due date for payment falls on a day which is not a Business Day, that payment due shall be made on the immediately following Business Day unless such Business Day falls in the next calendar month, in which case payments shall fall due and be made on the immediately preceding Business Day.

5.3	Gross Up

If at any time any law, regulation, regulatory requirement or requirement of any governmental authority, monetary agency, central bank or the like compels the Borrower to make payment subject to Governmental Withholdings (other than a FATCA Deduction), the Borrower shall pay to the Lender such additional amounts as may be necessary to ensure that there will be received by the Lender a net amount equal to the full amount which would have been received had payment not been made subject to such Governmental Withholdings (other than a FATCA Deduction). The Borrower shall indemnify the Lender against any losses or costs incurred by the Lender by reason of any failure of the Borrower to make any such deduction or withholding or by reason of any increased payment not being made on the due date for such payment. The Borrower shall, not later than thirty (30) days after each deduction, withholding or payment of any Governmental Withholdings (other than a FATCA Deduction), forward to the Lender official receipts and any other documentary receipts and any other documentary evidence reasonably required by the Lender in respect of the payment made or to be made of any deduction or withholding or Governmental Withholding (other than a FATCA Deduction). The obligations of the Borrower under this provision shall, subject to applicable law, remain in force notwithstanding the repayment of the Loan and the payment of all interest due thereon pursuant to the provisions of this Agreement.

5.4	Mitigation

If circumstances arise which would result in an increased amount being payable by the Borrower under Clause 5.3 (Gross up) then, without in any way limiting the rights of the Lender under Clause 5.3 (Gross up), the Lender shall use reasonable endeavours to transfer the obligations, liabilities and rights under this Agreement and the Security Documents to another office or financial institution not affected by the circumstances, but the Lender shall be under no obligation to take any such action if in its opinion, to do so would or might:

(a)	have an adverse effect on its business, operations or financial condition on the Lender; or
(b)	involve it in any activity which is unlawful or prohibited or any activity that is contrary to, or inconsistent, with any regulation of the Lender; or
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(c)	involve the Lender in any expense (unless indemnified to its satisfaction) or tax disadvantage.
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5.5	Claw-back of Tax benefit
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If, following any such deduction or withholding as is referred to in Clause 5.3 (Gross-up) from any payment by the Borrower, the Lender shall receive or be granted a credit against or remission for any Taxes payable by it, the Lender shall, subject to the Borrower having made any increased payment in accordance with Clause 5.3 (Gross-up) and to the extent that the Lender can do so without prejudicing its retention of the amount of such credit or remission and without prejudice to the right of the Lender to obtain any other relief or allowance which may be available to it, reimburse the Borrower with such amount as the Lender shall in its absolute discretion certify to be the proportion of such credit or remission as will leave the Lender (after such reimbursement) in no worse position than it would have been in had there been no such deduction or withholding from the payment by the Borrower. Such reimbursement shall be made forthwith upon the Lender certifying that the amount of the credit or remission has been received by it, provided, always, that:

(a)	the Lender shall not be obliged to allocate this transaction any part of a tax repayment or credit which is referable to a number of transactions;
(b)	nothing in this Clause shall oblige the Lender to rearrange its tax affairs in any particular manner, to claim any type of relief, credit, allowance or deduction instead of, or in<br> priority to, another or to make any such claim within any particular time or to disclose any information regarding its tax affairs and computations;
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(c)	nothing in this Clause shall oblige the Lender to make a payment which exceeds any repayment or credit in respect of tax on account of which the Borrower has made an increased payment<br> under this Clause;
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(d)	any allocation or determination made by the Lender under or in connection with this Clause shall be binding on the Borrower; and
---	---
(e)	without prejudice to the generality of the foregoing, the Borrower shall not, by virtue of this Clause 5.5, be entitled to enquire about the Lender’s tax affairs.
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5.6	Loan Account

5.7	Computation

All interest and other payments payable by reference to a rate per annum under this Agreement shall accrue from day to day and be calculated on the basis of actual days elapsed and a 360 day year.

6. REPRESENTATIONS AND WARRANTIES

6.1	Continuing representations and warranties

The Borrower represents and warrants to the Lender that;

(a)	Due Incorporation/Valid Existence: each of the Borrower and the other corporate Security Parties is duly incorporated and validly existing and in good standing under the laws of their respective<br> countries of incorporation, and have power to own their respective property and assets, to carry on their respective business as the same are now being lawfully conducted and to purchase, own, finance and operate vessels, or, as the case<br> may be, manage vessels, as well as to undertake the obligations which they have undertaken or shall undertake pursuant to the Finance Documents;
(b)	Due Corporate Authority: each of the Borrower and the other corporate Security Parties has power to execute, deliver and perform its obligations under the Finance Documents to which it is a party<br> and to borrow the Commitment and to make all the payments contemplated by, and to comply with, those Finance Documents to which that Security Party is a party and each of the corporate Security Parties has power to execute and deliver and<br> perform its obligations under the Finance Documents to which it is or is to be a party; all necessary corporate, shareholder and other action has been taken to authorise the execution, delivery and performance of the same and no<br> limitation on the powers of the Borrower to borrow will be exceeded as a result of borrowing the Loan;
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(c)	No litigation: no litigation or arbitration, tax claim or administrative proceeding (including action relating to any alleged or actual breach of the ISM Code and the ISPS Code) involving a<br> potential liability of the Borrower or any other Security Party exceeding Five hundred thousand Dollars ($500,000) is current or pending or (to its or its officers’ knowledge) threatened against the Borrower (or any of them) or any other<br> Security Party, which, if adversely determined, would have a Material Adverse Effect on any of them;
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(d)	No conflict with other obligations: the execution and delivery of, the performance of its obligations under, and compliance with the provisions of, the Finance Documents by the relevant Security<br> Parties will not (i) contravene any existing applicable law, statute, rule or regulation or any judgment, decree or permit to which the Borrower or any other Security Party is subject, (ii) conflict with, or result in any breach of any of<br> the terms of, or constitute a default under, any agreement or other instrument to which the Borrower or any other Security Party is a party or is subject to or by which it or any of its property is bound, (iii) contravene or conflict with<br> any provision of the memorandum and articles of association/articles of incorporation/by-laws/statutes or other constitutional documents of the Borrower or any other Security Party or (iv) result in the creation or imposition of or oblige<br> the Borrower or any other Security Party to create any Security Interest (other than a Permitted Security Interest) on any of the undertakings, assets, rights or revenues of the Borrower or any other Security Party;
(e)	Financial Condition: to the knowledge of the officers/directors or shareholders of the Borrower the financial condition of the Borrower and of the other Security Parties has not suffered any material<br> deterioration since that condition was last disclosed to the Lender;
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(f)	No Immunity: neither the Borrower nor any other Security Party nor any of their respective assets are entitled to immunity on the grounds of sovereignty or otherwise from any legal action or<br> proceeding (which shall include, without limitation, suit, attachment prior to judgement, execution or other enforcement);
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(g)	Shipping Company: each of the Owner and the Approved Managers is a shipping company involved in the owning or, as the case may be, managing of ships engaged in international voyages and earning<br> profits in free foreign currency;
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(h)	Licences/Authorisation: every consent, authorisation, license or approval of, or registration with or declaration to, governmental or public bodies or authorities or courts required by any Security<br> Party to authorise, or required by any Security Party in connection with, the execution, delivery, validity, enforceability or admissibility in evidence of each of the Finance Documents or the performance by each Security Party of its<br> obligations under the Finance Documents to which such Security Party is or is to be 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 of the conditions or restrictions<br> (if any) imposed in, or in connection with, any of the same so far as the Borrower is aware;
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(i)	Perfected Securities: the Finance Documents do now or, as the case may be, will, upon execution and delivery (and, where applicable, registration as provided for in the Finance Documents):
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(i)	constitute the relevant Security Party's legal, valid and binding obligations enforceable against that Security Party in accordance with their respective terms (having the requisite corporate benefit which<br> is legally and economically sufficient); and
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(ii)	create legal, valid and binding Security Interests (having the priority specified in the relevant Finance Document) enforceable in accordance with their respective terms over all the assets and revenues<br> intended to be covered to which they, by their terms, relate, subject to any relevant insolvency laws affecting creditors' rights generally;
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(j)	No third party Security Interests: without limiting the generality of Clause 6.1(i) (Perfected Securities), at<br> the time of the execution and delivery of each Finance Document to which the Borrower is a party:
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(i)	the Borrower will have the right to create all the Security Interests which that Finance Document purports to create; and
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(ii)	no third party will have any Security Interests (except for Permitted Security Interests) or any other interest, right or claim over, in or in relation to any asset to which any such Security Interest, by its terms, relates;
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(k)	No Notarisation/Filing/Recording: save for the registration of any mortgage in the relevant Registry, it is not necessary to ensure the legality, validity, enforceability or admissibility in evidence<br> of this Agreement or any of the other Finance Documents that it or they or any other instrument be notarised, filed, recorded, registered or enrolled in any court, public office or elsewhere or that any stamp, registration or similar tax<br> or charge be paid on or in relation to this Agreement or the other Finance Documents;
(l)	No conflict: There are no other agreements or arrangements which may adversely affect or conflict with the Finance Documents or the security thereby created;
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(m)	Taxes paid: the Borrower has paid all taxes applicable to, or imposed on or in relation to the Borrower, its business or the Borrower’s Vessel; and
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(n)	Valid Choice of Law: the choice of law agreed to govern this Agreement and/or any other Finance Document and the submission to the jurisdiction of the courts agreed in each of the Finance Documents<br> are or will be, on execution of the respective Finance Documents, valid and binding on the Borrower and any other Security Party which is or is to be a party thereto; and
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6.2	Initial representations and warranties
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The Borrower further represents and warrants to the Lender that:

(a)	Direct obligations - Pari Passu: the obligations of the Borrower under this Agreement are direct, general and unconditional obligations of the Borrower and rank at least pari passu with all other<br> present and future unsecured and unsubordinated Financial Indebtedness of the Borrower with the exception of any obligations which are mandatorily preferred by law;
(b)	Information: all information, accounts, statements of financial position, exhibits and reports furnished by or on behalf of any Security Party to the Lender in connection with the negotiation and<br> preparation of this Agreement and each of the other Finance Documents are true and accurate in all material respects and not misleading, do not omit material facts and all reasonable enquiries have been made to verify the facts and<br> statements contained therein; to the best knowledge of the Directors/Officers or shareholders of the Borrower, there are no other facts the omission of which would make any fact or statement therein misleading and, in the case of accounts<br> and statements of financial position, they have been prepared in accordance with generally accepted accounting principles which have been consistently applied;
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(c)	No Default: no Default has occurred and is continuing;
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(d)	No Taxes: no Taxes are imposed by deduction, withholding or otherwise on any payment to be made by the Borrower under this Agreement and/or any other of the Finance Documents or are imposed on or<br> by virtue of the execution or delivery of this Agreement and/or any other of the Finance Documents or any document or instrument to be executed or delivered hereunder or thereunder. In case that any Tax exists now or will be imposed in<br> the future, it will be borne by the Borrower;
(e)	No Default under other Financial Indebtedness: neither the Borrower nor any other Security Party is in Default under any agreement relating to Financial Indebtedness to which it/he is a party or by<br> which it/he may be bound;
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(f)	Ownership/Flag/Seaworthiness/Class/Insurance of the Vessel: the Vessel on the Delivery Date will be:
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(i)	in the absolute and free from Security Interests (other than Permitted Security Interests) ownership of the Borrower who will on and after the Delivery Date be the sole legal and beneficial owner of the<br> Vessel;
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(ii)	provisionally registered in the name of the Borrower through the relevant Registry of the port of registry of the Flag State under the laws and flag of the Flag State;
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(iii)	operationally seaworthy and in every way fit for service;
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(iv)	classed with a Classification Society member of IACS, which has been approved by the Lender in writing and such classification is and will be free of any overdue recommendations of such Classification<br> Society affecting class;
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(v)	insured in accordance with the provisions of this Agreement and the Mortgage;
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(vi)	managed by the respective Approved Manager; and
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(vii)	in full compliance with the ISM and the ISPS Code;
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(g)	No Charter: save for any Assignable Charterparty and unless otherwise permitted in writing by the Lender, the Vessel will not on or before the Delivery Date be subject to any charter or contract nor<br> to any agreement to enter into any charter or contract which, if entered into after the Delivery Date would have required the consent of the Lender under any of the Finance Documents and there will not on or before the Delivery Date be<br> any agreement or arrangement whereby the Earnings of the Vessel may be shared with any other person;
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(h)	No Security Interests: neither the Vessel, nor its Earnings, Requisition Compensation or Insurances nor any other properties or rights which are, or are to be, the<br> subject of any of the Security Documents nor any part thereof will, on the Drawdown Date, be subject to any Security Interests other than Permitted Security Interests or otherwise permitted by<br> the Finance Documents;
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(i)	Compliance with Environmental Laws and Approvals: except as may already have been disclosed by the Borrower in writing to, and acknowledged in writing by, the Lender:
(i)	the Borrower and its Related Companies have complied with the provisions of all Environmental Laws;
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(ii)	the Borrower and its Related Companies have obtained all Environmental Approvals and are in compliance with all such<br> Environmental Approvals; and
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(iii)	neither the Borrower nor any of its Related Companies have received notice of any Environmental Claim that the Borrower or any of its Related Companies are not in<br> compliance with any Environmental Law or any Environmental Approval;
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(j)	No Environmental Claims: except as may already have been disclosed by the Borrower in writing to, and acknowledged in writing by, the Lender:
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(i)	there is no Environmental Claim pending or, to the best of the Borrower’s knowledge and belief, threatened against the Borrower or the Vessel or the Borrower’s Related Companies or any other Relevant Ship; and
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(ii)	there has been no emission, spill, release or discharge of a Material of Environmental Concern from the Vessel or any other Relevant Ship or the Vessel owned by, managed or crewed by or chartered to the Borrower which could give rise to an Environmental Claim;
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(k)	Copies true and complete: the copies of the Underlying Documents delivered or to be delivered to the Lender pursuant to Clause 7.1 (Conditions precedent to the<br> execution of this Agreement) are, or will when delivered be, true and complete copies of such documents; such documents will when delivered constitute valid and binding obligations of the parties thereto enforceable in<br> accordance with their respective terms and there will have been no amendments or variations thereof or defaults thereunder;
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(l)	Application made for DOC and SMC: in relation to the Vessel, the DOC applicable to the Approved Technical Manager is presently in full effect, and the Operator has applied or, as the case may be,<br> prior to her Delivery shall apply, to the appropriate Regulatory Agency for a DOC for itself and an SMC in respect of the Vessel to be issued pursuant to the ISM Code within any time limit required or recommended by such Regulatory Agency<br> and that neither the Borrower nor any Operator is aware of any reason why such application may be refused;
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(m)	Compliance with ISM Code: the Vessel will comply on the Delivery Date and the Operator complies with the requirements of the ISM Code and the SMC which has been or, as the case may be, shall be<br> issued in respect of the Vessel shall remain valid on the Delivery Date and thereafter throughout the Security Period;
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(n)	Compliance with ISPS Code: the Borrower on the Delivery Date shall have a valid and current ISSC in respect thereof and will comply on the Delivery Date and the Operator complies, with the<br> requirements of the ISPS Code and the ISSC which shall be issued in respect of the Vessel shall remain valid on the Delivery Date and thereafter throughout the Security Period;
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(o)	Shareholding: the Borrower throughout the Security Period is and will continue to be throughout the Security Period a 100% direct or indirect owned subsidiary of Seanergy;
(p)	Corporate Guarantor: the common shares of Seanergy are listed on the Nasdaq Stock Exchange and Seanergy is and will continue to be managed by the person(s) disclosed<br><br><br><br><br><br> to the Lender at the negotiation of this Agreement;
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(q)	No US Tax Obligor: (other than as disclosed to the Lender) none of the Security Parties is a US Tax Obligor;
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(r)	Sanctions: none of the Security Parties:
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(i)	is a Sanctions Restricted Person;
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(ii)	owns or controls directly or indirectly a Sanctions Restricted Person; or
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(iii)	as a Sanctions Restricted Person serving as a director, officer or, to the best of its knowledge, employee; and
---	---
(iv)	no proceeds of the Loan shall be made available, directly or to the knowledge of the Borrower (after reasonable enquiry) indirectly, to or for the benefit of a Sanctions Restricted Person contrary to<br> Sanctions or for transactions in a Sanctions Restricted Jurisdiction nor shall they be otherwise directly or indirectly, applied in a manner or for a purpose prohibited by Sanctions;
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(s)	Taxes paid: the Borrower has paid all taxes applicable to, or imposed on or in relation to itself, its business or the Vessel;
---	---
(t)	No default under MOA: the Borrower is not in default under any of its obligations under the MOA;
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(u)	MOA Valid: the copy of the MOA to be delivered to the Lender shall be a true and complete copy of such document constituting valid and binding obligations of the parties thereto enforceable in<br> accordance with its terms and no amendments thereto or variations thereof shall have been (or will be) agreed nor shall any action been taken by the parties thereto which would in any way render such document inoperative or unenforceable;<br> and
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(v)	No Rebates: there will be no commissions, rebates premiums or other payments by or to or on account of the Borrower or any other Security Party or, to the knowledge of the Borrower, any other person<br> in connection with the MOA other than as shall be disclosed to the Lender by the Borrower in writing.
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(w)	Compliance with laws and regulations: the Borrower is in compliance in all material respects with any law or regulation applicable to it and pertaining to the labor and employment conditions, the<br> occupational health and safety and the public health, safety and security.
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6.3	Money laundering - acting for own account

The Borrower further represents and warrants and confirms to the Lender that it is the beneficiary for each part of the Loan made or to be made available to it and it will promptly inform the Lender by written notice if it is not, or ceases to be, the beneficiary and notify the Lender in writing of the name and the address of the new beneficiary/beneficiaries; the Borrower is aware that under applicable money laundering provisions, it has an obligation to state for whose account the Loan is obtained; the Borrower confirms that, by entering into this Agreement and the other Finance Documents, it is acting on its own behalf and for its own account and it is obtaining the Loan for its own account. In relation to the borrowing by the Borrower of the Loan, the performance and discharge of its obligations and liabilities under this Agreement or any of the other Finance Documents and the transactions and other arrangements effected or contemplated by this Agreement or any of the Documents to which the Borrower is a party, it is acting for its own account and that the foregoing will not involve or lead to a contravention of any law, official requirement or other regulatory measure or procedure which has been implemented to combat “money laundering” (as defined in Article 1 of the Directive (91/308/EEC) of the Council of the European Community).

6.4	Representations Correct

At the time of entering into this Agreement all above representations and warranties or any other information given by the Borrower and/or the Corporate Guarantor to the Lender are true and accurate.

6.5	Repetition of Representations and Warranties

(a)	on the date of service of the Drawdown Notice;
(b)	on the Drawdown Date; and
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(c)	on each Interest Payment Date throughout the Security Period,
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as if made with reference to the facts and circumstances existing on each such day.

7. CONDITIONS PRECEDENT

7.1	Conditions precedent to the execution of this Agreement

The obligation of the Lender to make the Commitment or any part thereof available shall be subject to the condition that the Lender, shall have received, not later than the day on which the Drawdown Notice in respect of the Commitment or such part thereof is given, the following documents and evidence in form and substance satisfactory to the Lender:

(a)	Constitutional Documents: a duly certified true copy of the Articles of Incorporation and By-Laws or the Memorandum and Articles of Association, or of any other constitutional documents, as the case<br> may be, of each corporate Security Party;
(b)	Certificates of incumbency: a recent certificate of incumbency of each corporate Security Party issued by the appropriate authority or, as appropriate, signed by the secretary or a director thereof:
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(i)	certifying that each copy document relating to it referred to in paragraph (a) of this Clause 7.1 is correct, complete and in full force and effect; and
---	---
(ii)	setting out the names of (A) the directors and officers of that Security Party and (B) the shareholders of that Security Party and the proportion of shares held by each shareholder thereof;
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(c)	Shareholding: a written letter or statement addressed to the Lender from individual(s) acceptable to the Lender confirming the identity of the shareholder(s) of the<br> Borrower, in line with “know your customer” procedures of the Lender;
(d)	Resolutions: minutes of separate meetings of (i) the directors of each corporate Security Party (if required) and (ii) the shareholders of each corporate Security Party at which there was approved<br> (inter alia) the entry into, execution, delivery and performance of this Agreement, the other Finance Documents and any other documents executed or to be executed pursuant hereto or thereto to which the relevant corporate Security Party<br> is or is to be a party;
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(e)	Powers of Attorney: the original of any power(s) of attorney and any further evidence of the due authority of any person signing this Agreement, the other Finance Documents, and any other documents<br> executed or to be executed pursuant hereto or thereto on behalf of any corporate person;
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(f)	Consents: evidence that all necessary licences, consents, permits and authorisations (including exchange control ones) have been obtained by any Security Party for the execution, delivery, validity,<br> enforceability, admissibility in evidence and the due performance of the respective obligations under or pursuant to this Agreement and the other Finance Documents;
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(g)	DOC: a copy of the DOC applicable to the Approved Technical Manager certified as true and in effect;
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(h)	Other documents: any other documents or recent certificates or other evidence which would be reasonably required by the Lender in relation to each Security Party evidencing that the relevant Security<br> Party has been properly established, continues to exist validly and is in good standing;
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(i)	MOA, Management Agreement - Assignable Charterparty: a copy of each of the following documents certified as true and complete by the legal counsel of the<br> Borrower:
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(i)	The MOA;
---	---
(ii)	the Management Agreement evidencing that the Vessel is managed by the respective Approved Manager on terms acceptable to the Lender; and
---	---
(iii)	any Assignable Charterparty; and
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(j)	Operating Account: evidence that the Operating Account has been duly opened and all mandate forms and other legal documents required for the opening of an account under any applicable law, as well as<br> signature cards and properly adopted authorizations have been duly delivered to and have been accepted by the compliance department of the Lender.
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7.2	Conditions precedent to the making of the Commitment
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The obligation of the Lender to advance the Commitment (or any part thereof) is subject to the further condition that the Lender shall have received prior to the Drawdown Date or, where this is not possible, on the Delivery Date:

(a)	Conditions precedent: evidence that the conditions precedent set out in Clause 7.1 (Conditions precedent to the execution of this Agreement)<br> remain fully satisfied;

(b)	Drawdown Notice: the Drawdown Notice for the Loan duly executed, issued and delivered to the Lender as provided in Clause<br> 2.2 (Drawdown Notice and commitment to borrow);
(c)	Finance Documents: the originals of the Accounts<br> Pledge Agreement, Corporate Guarantee, Mortgage, General Assignment, Approved Manager’s Undertakings, Charterparty Assignment (if applicable) and Insurance Letter (and of each document to be delivered by each of them) and each duly executed and where appropriate duly registered with the Registry or any other<br> competent authority (as required);
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(d)	Title and no Security Interests: evidence that the Vessel on the Delivery Date will be duly provisionally registered in the ownership of the Borrower with<br> the Registry and under the laws and flag of the Flag State free from any Security Interests save for those in favour of the Lender and otherwise as contemplated herein;
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(e)	Insurances: evidence in form and substance satisfactory to the Lender that the Vessel will be insured in accordance with the insurance requirements provided for in this Agreement and the Security<br> Documents, including a MII, together with an opinion from insurance consultants (appointed by the Lender at the Borrower’s expense) as to the adequacy of the insurances effected or to be effected in<br> respect of the Vessel, to be followed by full copies of cover notes, policies, certificates of entry or other contracts of insurance (once available by the Vessel’s insurers and<br> underwriters) and irrevocable authority is hereby given to the Lender at any time at its discretion to obtain copies of the policies, certificates of entry or other contracts of insurance from the insurers and/or obtain any information in<br> relation to the Insurances relating to the Vessel;
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(f)	Insurers’ confirmations - Letters of Undertaking: all necessary confirmations by insurers of the Vessel that they will issue letters of undertaking and endorse<br> notice of assignment and loss payable clauses on the Insurances, in market standard form and - in the event of fleet cover - accompanied by waivers for liens for unpaid premium of other Vessel managed by the respective Approved Manager and which are not subject to any mortgage in favour of the Lender;
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(g)	MII: the MII shall have been reimbursed by the Borrower as provided in Clause 10.9 (MII costs);
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(h)	Access to class records: due authorisation in form and substance satisfactory to the Lender authorising the Lender to have access and/or obtain any copies of class records or other information at its<br> discretion from the Classification Society of the Vessel, provided however, that the Lender shall not exercise such right unless and until an Event of Default has occurred and is continuing;
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(i)	Notices of assignment: duly executed notices of assignment in the form prescribed by the Security Documents;
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(j)	Mortgage registration; evidence that the Mortgage on the Delivery Date will be registered against the Vessel through the Registry under the laws and flag of<br> the Flag State;
---	---
(k)	Trading certificates: copies of the trading certificates of the Vessel evidencing the same to be valid and in force;
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(l)	Class confirmation: evidence from the Classification Society that the Vessel on<br> the Delivery Date (or as soon as possible following the Delivery Date) will be classed with the class notation (referred to in the Mortgage), with the Classification Society or to a similar standard with another classification society<br> of like standing to be specifically approved by the Lender and remains free from any overdue requirements or recommendations affecting her class;
(m)	Trim and stability booklet: an extract of the trim and stability booklet evidencing the lightweight of the Vessel;
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(n)	DOC and SMC: (i) a certified copy of the DOC issued to the Operator of the Vessel and (ii) a certified copy of the SMC for the Vessel(or as soon as possible following the Delivery Date);
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(o)	ISM Code Documentation: copies of all ISM Code Documentation certified as true and complete in all material respects by the Borrower and the Approved Manager(or as<br> soon as possible following the Delivery Date);
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(p)	ISPS Code compliance:
---	---
(i)	evidence satisfactory to the Lender that the Vessel is subject to a ship security plan which complies with the ISPS Code (such as<br> proof that a security plan has been submitted to the recognized organisation for approval); and
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(ii)	a copy, certified as a true and complete copy of the ISSC for the Vessel delivered to the Lender upon its issuance;
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(q)	Valuation: charter free valuation of the Vessel satisfactory to the Lender, to be obtained by the Lender, at the Borrower’s expense, made on the basis and<br> in the manner specified in Clause 8.5(b) (Valuation of Vessel);
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(r)	Security Parties’ process agent: a letter from each Security Party’s agent for receipt of service of proceedings referred to in each Security Document to which the relevant Security Party is a party,<br> accepting its appointment under each of the relevant Security Documents;
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(s)	No Security Interests: evidence that no Security Interests are registered against the Vessel on her previous register;
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(t)	Acknowledgement of Receipt: a receipt in writing in form and substance satisfactory to the Lender including an acknowledgement and admission of the Borrower and the Corporate Guarantor to the effect<br> that the Commitment or relevant part thereof (as the case may be) was drawn by the Borrower and a declaration by the Borrower and the Corporate Guarantor that all conditions precedent have been fulfilled, that there is no Event of Default<br> and that all the representations and warranties are true and correct;
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(u)	Legal opinions: draft opinion from lawyers appointed by the Lender as to all the matters referred to in Clause 6.1(a) (Due Incorporation/Valid Existence) and<br><br><br><br><br><br> Clause 6.1(b) (Due Corporate Authority) and all such aspects of law as the Lender shall deem relevant to this Agreement and the other Finance Documents and any other documents executed<br> pursuant hereto or thereto and any further legal or other expert opinion as the Lender at its sole discretion may require;
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(v)	Flag State opinion: draft opinion of legal advisers to the Lender on matters of the laws of the Flag State of the Vessel;
(w)	Pledged Liquidity: deposit in the Operating Account the Pledged Liquidity referred to in Clause 8.1(l) (Pledged<br> Liquidity) on or prior to the Drawdown Date;
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(x)	Fees: evidence that the fees referred to in Clause 10.15 (Arrangement Fee) have been paid in full;
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(y)	Condition survey report: if the Lender so requires, a satisfactory to the Lender physical condition survey report on the Vessel together with a comprehensive record inspection from a surveyor<br> appointed by the Lender, at the Borrower’s expense;
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(z)	Seller’s title: evidence to the full satisfaction of the Lender, proving the Seller’s title to the Vessel free of any Security Interests, debts or claims of any nature<br> whatsoever;
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(aa)	Seller’s documents: duly certified copy of the Bill of Sale, the protocol of delivery and acceptance of the Vessel, as well as of all other Seller’s documents, upon her Delivery; and
---	---
(bb)	Purchase Price paid: evidence that the purchase price of the Vessel has been (or upon her delivery will have been) paid in full in accordance with the provisions of the MOA.
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7.3	No change of circumstances
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The obligation of the Lender to advance the Commitment or any part thereof is subject to the further condition that at the time of the giving of the Drawdown Notice and on advancing the Commitment:

(a)	Representations and warranties: the representations and warranties set out in Clause 6 (Representations and warranties) and in each of the other<br> Finance Documents are true and correct on and as of each such time as if each was made with respect to the facts and circumstances existing at such time;
(b)	No Event of Default: no Event of Default shall have occurred and be continuing or would result from the drawdown;
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(c)	No change of control: the Lender shall be satisfied that (i) there has been no change in the control of the Borrower from that disclosed to the Lender at the<br> negotiation of this Agreement and no change directly or indirectly in the ownership, beneficial ownership, or management of the Borrower or any share therein or of the Vessel and (iii) there has been no Material Adverse Effect in<br> respect of any Security Party, which (change) might, in the sole opinion of the Lender, be detrimental to the interests of the Lender; and
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(d)	No Market Disruption Event: none of the circumstances contemplated by Clause 3.6 (Market disruption) has occurred and is continuing.
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7.4	Know your customer and money laundering compliance
---	---

7.5	Further documents

Without prejudice to the provisions of this Clause 7 and provided reasonable notice is given to the Borrower by the Lender, the Borrower hereby undertakes with the Lender to make or procure to be made such amendments and/or additions to any of the documents delivered to the Lender in accordance with this Clause 7 and to execute and/or deliver to the Lender or procure to be executed and/or delivered to the Lender such further documents as the Lender and its legal advisors may reasonably require to satisfy themselves that all the terms and requirements of this Agreement have been complied with.

7.6	Waiver of conditions precedent

The conditions specified in this Clause 7 are inserted solely for the benefit of the Lender and may be waived by the Lender in whole or in part and with or without conditions. Without prejudice to any of the other provisions of this Agreement, in the event that the Lender, in its sole and absolute discretion, makes the Commitment available to the Borrower prior to the satisfaction of all or any of the conditions referred to in Clauses 7.1 (Conditions precedent to the execution of this Agreement), 7.2 (Conditions precedent to the making of the Commitment) and 7.3 (No change of circumstances), the Borrower hereby covenants and undertakes to satisfy or procure the satisfaction of such condition or conditions by no later than fourteen (14) days after the Drawdown Date or within such longer period as the Lender may, in its sole and absolute discretion, agree to or specify.

8. UNDERTAKINGS

8.1	General

The Borrower undertakes with the Lender that, from the date of this Agreement and until the full and complete payment and discharge of the Outstanding Indebtedness, it will:

(a)	Notice on adverse change or Default: promptly inform the Lender upon becoming aware of any occurrence which might adversely affect the ability of any Security Party to perform its obligations under<br> any of the Finance Documents and, without limiting the generality of the foregoing, will inform the Lender of any Default forthwith upon becoming aware thereof and will from time to time, if so requested by the Lender, confirm to the<br> Lender in writing that, save as otherwise stated in such confirmation, no Default has occurred and is continuing;
(b)	Consents and licenses: without prejudice to Clause 6 (Representations and warranties) and Clause 7 (Conditions<br> precedent), obtain or cause to be obtained, maintain in full force and effect and comply in all material respects with the conditions and restrictions (if any) imposed in, or in connection with, every consent,<br> authorisation, license or approval of governmental or public bodies or authorities or courts and do or cause to be done, all other acts and things which may from time to time be necessary or desirable under applicable law for the<br> continued due performance of all the obligations of the Security Parties under each of the Finance Documents;
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(c)	Use of Loan proceeds: use the Loan exclusively for the purposes specified in Clause 1.1 (Amount and Purpose);
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(d)	Pari passu: ensure that its obligations under this Agreement shall, without prejudice to the provisions of this Clause 8.1, at all times rank at least pari passu with all its other present and future<br> unsecured and unsubordinated Financial Indebtedness with the exception of any obligations which are mandatorily preferred by law and not by contract;
(e)	Financial statements: send or procure that there are sent to the Lender:
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(i)	as soon as possible, but in no event later than 180 days after the end of each Financial Year of the Borrower and Seanergy, their annual –unaudited, in the case of the Borrower and audited, in the case of<br> Seanergy - financial statements for that Financial Year (commencing with the financial statements for the Financial Year ending on 31^st^ December 2021); and
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(ii)	promptly after each request by the Lender, such further financial or other information in respect of the Borrower, the Vessel, the Corporate Guarantor, the other Security Parties and the Group as may reasonably be requested by the<br> Lender;
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(f)	Form of financial statements: all accounts delivered under Clause 8.1(f) (Financial Statements) will:
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(i)	be prepared in accordance with US-GAAP consistently applied and, in the case of any audited financial statements, be certified by an Approved Auditor;
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(ii)	fairly represent the financial condition of each of the Borrower and the Corporate Guarantor at the date of those accounts and of their profit for the period to which those accounts relate; and
---	---
(iii)	fully disclose or provide for all significant liabilities of the Borrower, the Group and the Corporate Guarantor and each of its/their subsidiaries;
---	---
(g)	Provision of further information: promptly, when requested, provide the Lender with such financial and other information and accounts relating to the business, undertaking, assets, liabilities,<br> revenues, financial condition or affairs of any Security Party and such other further general information relating to any Security Party as the Lender from time to time may reasonably require;
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(h)	Financial Information: provide the Lender from time to time as the Lender may reasonably request with information on the financial conditions, cash flow position, commitments and<br> operations of the Borrower and the Corporate Guarantor including cash flow analysis and voyage accounts of the Vessel with a breakdown of income and running expenses showing net trading profit, trade payables and trade receivables, such<br> financial details to be certified by an authorized signatory of the relevant Security Party as to their correctness;
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(i)	Information on the employment of the Vessel: provide the Lender, and/or procure that the Lender is provided, from time to time as the Lender may request with information on the employment of the<br> Vessel, as well as on the terms and conditions of any charterparty, contract of affreightment, agreement or related document in respect of the employment of the Vessel, such information to be certified by one of the directors of the<br> Borrower as to their correctness;
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(j)	Banking operations: subject to the provisions of Clause 13.7 (Relocation of the Operating Account), ensure that all banking operations in connection with the Vessel are carried out through the<br> respective Operating Account;
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(k)	Pledged Liquidity: ensure that as from the Drawdown Date and throughout the remainder of the Security Period the Borrower shall maintain in the Operating<br> Account with the Lender cash minimum liquidity in the amount of Five hundred thousand Dollars ($500,000) pledged in favour of the Lender (herein, the “Pledged Liquidity”);
(l)	Liquidity: procure that Seanergy shall maintain cash including cash equivalents, restricted cash and term deposits (which, without limitation, shall include<br> the balances standing in the Operating Account) in account(s) minimum free liquidity of Five hundred thousand Dollars ($500,000) per each ship owned by<br> a Subsidiary of Seanergy and Seanergy shall provide on Lender’s demand evidence satisfactory to the Lender of such minimum free liquidity;
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(m)	Subordination: ensure that all Financial Indebtedness of the Borrower to its shareholders is fully subordinated to the rights of the Lender under the Finance<br> Documents, all in a form acceptable to the Lender and to subordinate to the rights of the Lender under the Finance Documents any Financial Indebtedness issued to it by its shareholders, all in a form acceptable to the Lender;
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(n)	Obligations under Finance Documents: duly and punctually perform each of the obligations expressed to be assumed by it under the Finance Documents to which is or it is to be a party;
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(o)	Payment on demand: pay to the Lender promptly upon demand any sum of money which is due and payable by the Borrower to the Lender under this Agreement but in respect of which it is not specified in<br> any other Clause when it is due and payable; and
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(p)	Compliance with Laws and Regulations: to comply, or procure compliance with all laws or regulations relating to the Owner and/or the Vessel, its ownership, operation and<br> management or to the business of the Owner and cause this Agreement and the other Finance Documents to comply with and satisfy all the requirements and formalities established by the applicable laws to perfect this Agreement and the other<br> Finance Documents as valid and enforceable Finance Documents;
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(q)	Maintenance of Security Interests:
---	---
(i)	at its own cost, do all that it reasonably can to ensure that any Finance Document validly creates the obligations and the Security Interests which it purports to create; and
---	---
(ii)	without limiting the generality of sub paragraph (q) above, at its own cost, promptly register, file, record or enrol any Finance Document with any court or authority in all Relevant Jurisdictions, pay any<br> stamp, registration or similar tax in all Relevant Jurisdictions in respect of any Finance Document, give any notice or take any other step which may be or has become necessary or desirable for any Finance Document to be valid,<br> enforceable or admissible in evidence or to ensure or protect the priority of any Security Interest which it creates;
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(r)	Inspections/Surveys: once per year or in case an Event of Default has occurred and is continuing at any time that the Lender might consider to be necessary or useful, have the Vessel inspected and/or<br> surveyed at the expense of the Borrower by surveyors and/or inspectors appointed by the Lender and the Borrower hereby duly authorise the Lender to review the insurance and operating records of the Borrower provided that any<br> inspections/surveys/reviews are conducted at reasonable times and without interfering with the daily operations and the ordinary trading of the Vessel;
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(s)	Notification of litigation: provide the Lender with details of any legal or administrative action involving the Borrower, any Security Party, the Approved Managers, the Vessel (or any of them), the<br> Earnings of the Vessel or the Insurances of the Vessel as soon as such action is instituted or it becomes apparent to the Borrower that it is likely to be instituted, unless it is clear that the legal or administrative action cannot be<br> considered material in the context of any Finance Document and the Borrower shall procure that all reasonable measures are taken to defend any such legal or administrative action;
(t)	Notification of default: the Borrower will notify the Lender as soon as the Borrower becomes aware of:
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(i)	the occurrence of an Event of Default; or
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(ii)	any matter which indicates that an Event of Default may have occurred,
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and will keep the Lender fully up-to-date with all developments;

(u)	Principal place of business: maintain its place of business, and keep its corporate documents and records, at the address referred to in Clause 16.1 (Notices);<br> and will not establish, or do anything as a result of which it would be deemed to have, a place of business in the United Kingdom or the United States of America;
(v)	Compliance with Covenants: duly and punctually perform all obligations under this Agreement and the other Finance Documents; and
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(w)	No US Tax Obligor: The Borrower shall procure that, unless otherwise agreed by the Lender, no Security Party shall become a US Tax Obligor (other than as disclosed<br> to the Lender).
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8.2	Negative undertakings
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The Borrower undertakes with the Lender that, from the date of this Agreement and until the full and complete payment and discharge of the Outstanding Indebtedness it will not, without the prior written consent of the Lender:

(a)	Negative pledge:
(i)	cease to hold the legal title to, and own the entire beneficial interest in its Vessel, its Insurances and Earnings, free from all Security Interests and other interests and rights of every kind, except for<br> those created by the Finance Documents and the effect of the assignments contained in the Borrower’s General Assignment and any other Finance Documents; and
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(ii)	create or permit any Security Interest (other than a Permitted Security Interest) to subsist, arise or be created or extended over all or any part of its present or future undertakings, assets, rights or<br> revenues to secure or prefer any present or future Financial Indebtedness or other liability or obligation of the Borrower or any other person other than in the normal course of its business of owning, financing and operating vessels and<br> owning or acquiring ship-owning companies;
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(b)	No further Financial Indebtedness: incur any further Financial Indebtedness nor authorise or accept any capital commitments (other than that normally associated with the day to day operations of the<br> Borrower and the Vessel, and the operation, maintenance, repair and trading of the Vessel) nor enter into any agreement for payment on deferred terms or hire agreement;
(c)	No merger: merge or consolidate with any other person;
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(d)	No disposals:
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(i)	sell, transfer, abandon, lend, lease or otherwise dispose of or cease to exercise direct control over any part (being either alone or when aggregated with all other disposals falling to be taken into<br> account pursuant to this Clause 8.2(d) material in the opinion of the Lender in relation to the undertakings, assets, rights and revenues of the Borrower) of its present or future undertaking, assets, rights or revenues (otherwise than by<br> transfers, sales or disposals for full consideration in the ordinary course of operations and trading) whether by one or a series of transactions related or not; and
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(ii)	transfer, lease or otherwise dispose of any debt payable to it or any other right (present, future or contingent right) to receive a payment, including any right to damages or compensation;
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but paragraphs (i) and (ii) do not apply to:

(aa)	any charter of the Vessel; and
(bb)	any sale of the Vessel to a bona fide third party on arm’s length terms, otherwise than as provided in Clause 4.3(b) (Sale or refinancing of the Vessel);
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(e)	No acquisitions: not acquire any further assets other than the Vessel and rights arising under contracts entered into by or on behalf of the Borrower other than in the ordinary course of its business<br> of owning, operating and chartering the Vessel;
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(f)	No other business: not undertake any type of business other than its current business of owning, financing and operating the Vessel and the chartering of the Vessel to third parties;
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(g)	No investments: make any investments in any person, asset, firm, corporation, joint venture or other entity;
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(h)	No other liabilities or obligations to be incurred: incur any liability or obligation (including, without limitation, any Financial Indebtedness or any<br> obligations under a guarantee or sale and leaseback transaction) except:
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(i)	liabilities and obligations under the Finance Documents to which it is or, as the case may be, will be a party; and
---	---
(ii)	liabilities or obligations reasonably incurred in the normal course of its business of trading, operating and chartering, maintaining and repairing the Vessel owned by it (and for the purposes of this Clause 8.2(h) fees to be paid<br> pursuant to the Management Agreement in respect of the Vessel shall be considered as permitted obligations under the Finance Documents) (including, without limitation, any Financial Indebtedness owing to its shareholder(s) or the Approved<br> Managers, subject to the Borrower ensuring on or prior to the Drawdown Date, that the rights of the Lender thereunder are fully subordinated in writing pursuant to a subordination agreement acceptable to the Lender);
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(i)	No borrowing: incur any Financial Indebtedness except for Financial Indebtedness pursuant to the Finance Documents or in the ordinary course of business of operating, maintaining and repairing the<br> Vessel;
(j)	No repayment of borrowings: repay the principal of, or pay interest on or any other sum in connection with, any of Financial Indebtedness except for Financial Indebtedness pursuant to the Finance<br> Documents or in the ordinary course of business of operating, maintaining and repairing the Vessel;
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(k)	No Payments: unless otherwise provided in this Agreement and the other Finance Documents (and then only to the extent expressly permitted by the same) not pay out any funds (whether out of the<br> Earnings or out of moneys collected under the General Assignment and/or the other Finance Documents or not) to any person except in connection with the administration of the Borrower and the operation and/or maintenance and/or repair<br> and/or trading of the Vessel;
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(l)	No guarantees: issue any guarantees or indemnities or otherwise become directly or contingently liable for the obligations of any person, firm, or corporation except pursuant to the Finance Documents<br> and except for, in the case of the Borrower, guarantees or indemnities from time to time required in the ordinary course of its business, the operation, maintenance and repair of the Vessel or by any protection and indemnity or war risks<br> association with which the Vessel is entered, guarantees required to procure the release of the Vessel from any arrest, detention, attachment or levy or guarantees or undertakings required for the salvage of the Vessel;
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(m)	No loans: make any loans or advances to, including (without limitation) any loan or advance or grant any credit (save for normal trade credit in the ordinary course of business) to any officer,<br> director, stockholder or employee or any other company managed by the Approved Managers directly or through the Approved Managers of the Vessel or agree to do so, provided, always, that any loans of its shareholders to the<br> Borrower shall be fully subordinated to the Borrower's obligations under this Agreement and the other Finance Documents;
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(n)	No securities: permit any Financial Indebtedness of the Borrower to any person (other than the Lender) to be guaranteed by any person (save, in the case of the Borrower, for guarantees or indemnities<br> from time to time required in the ordinary course of business, the operation, maintenance and repair of the Vessel or by any protection and indemnity or war risks association with which the Vessel is entered, guarantees required to<br> procure the release of the Vessel from any arrest, detention, attachment or levy or guarantees or undertakings required for the salvage of the Vessel);
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(o)	No dividends or distribution: declare or pay any dividends or make any other distribution under any name or description upon any of the issued shares or effect any form of redemption, purchase or<br> return of share capital or otherwise dispose of any of its present or future assets, undertakings, rights or revenues to any of the shareholders of the Borrower, Provided that the Borrower may declare or pay any dividends or make<br> any other distribution under any name or description upon any of the issued shares if (aa) no Event of Default has occurred and is continuing and (bb) no Event of Default results from the payment of such dividends or the making of any<br> other form of distribution or any redemption, purchase or return of share capital;
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(p)	No Subsidiaries: form or acquire any Subsidiaries;
(q)	No change of Business Structure: change the nature, organisation and conduct of the business of the Borrower as owner of its Vessel or carry on any business other than the business carried on at the<br> date of this Agreement;
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(r)	No change of Legal Structure: (such consent not be unreasonably withheld) ensure that none of the documents defining the constitution of the Borrower shall be materially (in the Lender’s opinion)<br> altered in any manner whatsoever;
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(s)	No Security Interest of Assets: other than Permitted Security Interests, allow any part of its undertaking, property, assets or rights, whether present or future, to be mortgaged, charged, pledged,<br> used as a lien or otherwise encumbered;
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(t)	No change of control: ensure that no change shall be made directly or indirectly in the ownership and the management of the Borrower;
---	---
(u)	Stock Exchange: Seanergy remains a public listed company at the Nasdaq Stock Exchange and continue to be managed by the person(s) disclosed to the Lender at the<br> negotiation of this Agreement; and
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(v)	No Master Agreement Derivatives: not enter into any transaction in a derivative of any description whatsoever other than any such a master agreement that may be entered into with<br> the Lender.
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8.3	Undertakings concerning the Vessel
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The Borrower undertakes with the Lender that, from the date of this Agreement and until the full and complete payment and discharge of the Outstanding Indebtedness, it will:

(a)	Conveyance on default: where the Vessel is (or is to be) sold in exercise of any power conferred on the Lender, execute, forthwith upon request by the Lender, such form of conveyance of the Vessel as<br> the Lender may require;
(b)	Mortgage: it will execute, and procure the registration of the Mortgage over the Vessel under the laws and flag of the Flag State immediately upon registration of the Vessel in the ownership of the<br> Borrower following her Delivery;
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(c)	Chartering: not without the prior written consent of the Lender which shall not be unreasonably withheld (and then only subject to such conditions as the Lender may impose) let or agree to let the<br> Vessel:
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(i)	on demise charter for any period; or
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(ii)	by any Assignable Charterparty; or
---	---
(iii)	other than on an arms’ length basis;
---	---
(d)	Laid-up: without the prior written consent of the Lender not de-activate or lay up its Vessel;
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(e)	No amendment to Assignable Charterparty: not waive or fail to enforce, any Assignable Charterparty to which it is a party or any of its provisions, unless that<br> waiver or failure to enforce does not create a Material Adverse Effect, and will promptly notify the Lender of any amendment or supplement to any Assignable Charterparty
(f)	Approved Managers: not without the prior written consent of the Lender (such consent not to be unreasonably withheld) agree or appoint a manager of the Vessel other than the respective Approved<br> Manager;
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(g)	Ownership/Management/Control: ensure that the Vessel will be registered on the Delivery Date in the ownership of the Borrower under the laws of the Flag State and thereafter ensure that the Vessel<br> will maintain her registration, ownership, management, control and beneficial ownership;
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(h)	Class: ensure that the Vessel will remain in class free of overdue recommendations or average damage affecting class or permitted by the Classification Society and provide the Lender on demand with<br> copies of all class and trading certificates of the Vessel;
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(i)	Insurances:
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(i)	ensure that all Insurances (as defined in the Mortgage/General Assignment) of the Vessel are maintained and comply with all insurance requirements specified in this<br> Agreement and in the Mortgage and in case of failure to maintain the Vessel so insured, authorise the Lender (and such authorisation is hereby expressly given to the Lender) to have the right<br> but not the obligation to effect such Insurances on behalf of the Borrower (and in case that the Vessel remains in port for an extended period) to<br> effect port risks insurances at the cost of the Borrower which, if paid by the Lender, shall be Expenses;
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(ii)	if (aa) an Event of Default has occurred and is continuing or (bb) there has been any change in the insurance placement within such year or (cc) there has been a Material<br> Adverse Change of the financial condition of any of the insurers of the Vessel at the Lender’s sole opinion, the Lender shall be entitled to obtain once per year at Borrower’s expense an opinion from insurance consultants (appointed by<br> the Lender at the Borrower’s expense) as to the adequacy of the insurances effected or to be effected in respect of the Vessel;
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(j)	Transfer/Security Interests: not without the prior written consent of the Lender agrees the Vessel or any share therein to be sold or otherwise disposed of or create or agree to create or permit to<br> subsist any Security Interest over the Vessel (or any share or interest therein) other than Permitted Security Interests;
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(k)	Not imperil Flag, Ownership, Insurances: ensure that the Vessel is maintained and trades in conformity with the laws of the Flag State, of its owning company or of the nationality of the officers,<br> the requirements of the Insurances and nothing is done or permitted to be done which could endanger the flag of the Vessel or its unencumbered (other than Security Interests in favour of the Lender and other Permitted Security Interests)<br> ownership or its Insurances;
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(l)	Mortgage Covenants: ensure that the Borrower shall always comply with all the covenants provided for in the Mortgage registered over the Vessel;
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(m)	No assignment of Earnings: ensure that the Borrower will not assign or agree to assign otherwise than to the Lender the Earnings or any part thereof;
(n)	No sharing of Earnings: ensure that the Borrower:
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(i)	will not enter into any agreement or arrangement for the sharing of any Earnings; and/or
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(ii)	will not enter into any agreement or arrangement for the postponement of any date on which any Earnings are due or the reduction of the amount of any Earnings or otherwise for the release or adverse<br> alteration of any right of the Borrower to any Earnings; and/or
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(iii)	will not enter into any agreement or arrangement for the release of, or adverse alteration to, any guarantee or Security Interest relating to any Earnings.
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(o)	Assignable Charterparty: ensure and procure that in the event of the Vessel being employed under an Assignable Charterparty:
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(i)	execute and deliver to the Lender within fifteen (15) days from the Lender’s relevant request a specific assignment of all its rights, title and interest in and to such charter and any<br> charter guarantee in the form of a Charterparty Assignment and a notice of such assignment addressed to the relevant charterer;
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(ii)	ensure (on a reasonable endeavors effort basis) that the relevant charterer and any charter guarantor agree to acknowledge to the Lender the specific assignment of such charter and<br> charter guarantee by executing an acknowledgement substantially in the form included in the relevant Charterparty Assignment;
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(iii)	in the case where such charter is a demise charter, ensure (on a best effort basis) that the relevant charterer undertakes to the Lender to (1) comply with all of the<br> Borrower's undertakings with regard to the employment, insurances, operation, repairs and maintenance of the Vessel contained in this Agreement, the Mortgage and the General Assignment and (2) provide (inter alia) an assignment of its interest in the insurances of the Vessel in the form of a tripartite agreement in form and substance acceptable to the Lender, to<br> be made between the Lender, the Borrower and such charterer;
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(p)	No freight derivatives: not enter into or agree to enter into any freight derivatives or any other instruments which have the effect of hedging forward exposures to freight<br> derivatives without the Lender’s consent;
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(q)	Vessel’ inspection: permit the Lender (i) by surveyors or other persons appointed by it in its behalf to board the Vessel once per year or in case an Event of Default has occurred and is continuing at any time that the Lender might consider to be necessary or useful (but in any event without interfering with the daily operations and the ordinary trading of the Vessel) for the<br> purpose of inspecting her condition or for the purpose of satisfying itself with regard to proposed or executed repairs and to afford all proper facilities for such inspections and (ii) by financial or insurance advisors or other<br> persons appointed by the Lender to review the operating and insurance records of the Vessel and the Owner and the costs (as supported by vouchers) of any and all such inspections shall be borne by the Borrower in accordance with Clauses<br> 8.1(t) and 8.3(i)(ii) above (as applicable);
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(r)	Trading: use the Vessel only for civil merchant trading;
(s)	Compliance with ISM Code: procure that the Approved Technical Manager and any Operator will:
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(i)	will comply with and ensure that the Vessel and any Operator by no later than the Delivery Date in respect of the Vessel complies with the requirements of the ISM Code, including (but not limited to) the<br> maintenance and renewal of valid certificates pursuant thereto throughout the Security Period;
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(ii)	immediately inform the Lender if there is any threatened or actual withdrawal of the Borrower’s, the Approved Manager’s or an Operator’s DOC or the SMC in respect of the Vessel; and
---	---
(iii)	promptly inform the Lender upon the issue to the Borrower, the Approved Manager or any Operator of a DOC and to the Vessel of an SMC or the receipt by the Borrower, the Approved Manager or any Operator of<br> notification that its application for the same has been realised;
---	---
(t)	Compliance with ISPS Code: procure that the Approved Technical Manager or any Operator will:
---	---
(i)	maintain at all times a valid and current ISSC in respect of the Vessel;
---	---
(ii)	immediately notify the Lender in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC in respect of the Vessel; and
---	---
(iii)	procure that the Vessel will comply at all times with the ISPS Code;
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(u)	Maintenance of legal and beneficial interest in the Vessel: hold the legal title to, and own the entire beneficial interest in the Vessel, its Insurances and Earnings, free from all<br> Security Interests and other interests and rights of every kind, except for those created by the Finance Documents and the effect of assignments contained in the Finance Documents;
---	---
(v)	Compliance with Environmental Laws: comply with, and procure that all Environmental Affiliates of any Relevant Party comply with, all Environmental Laws including without limitation, requirements<br> relating to manning and establishment of financial responsibility and to obtain and comply with, and procure that all Environmental Affiliates of such Relevant Party obtain and comply with, all Environmental Approvals and to notify the<br> Lender forthwith:
---	---
(i)	of any Environmental Claim for an amount or amounts in aggregate exceeding Six hundred fifty thousand Dollars ($650,000) per incident made against the Vessel, any Relevant Ship and/or their respective<br> owners; and
---	---
(ii)	upon becoming aware of any incident which may give rise to an Environmental Claim for an amount exceeding Six hundred fifty thousand Dollars ($650,000) and to keep the Lender advised in writing of the<br> Borrower’s response to such Environmental Claim on such regular basis and in such detail as the Lender shall require.
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(w)	War Risk Insurance cover: in the event of hostilities in any<br> part of the world (whether war is declared or not), it will not cause or permit the Vessel to enter or trade to any zone which is declared a war zone by any government or by the Vessel’s war risks insurers unless first obtaining<br> the consent to such employment or trade of the insurers and complying with such requirements as to extra premium or otherwise as the insurers may prescribe.
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8.4	Validity of Securities – Earnings – Taxes etc.

The Borrower undertakes with the Lender that, from the date of this Agreement and until the full and complete payment and discharge of the Outstanding Indebtedness, it will:

(a)	Validity: ensure and procure that all governmental or other consents required by law and/or any other steps required for the validity, enforceability and legality of this Agreement and the other<br> Finance Documents are maintained in full force and effect and/or appropriately taken;
(b)	Earnings: ensure and procure that, unless and until directed by the Lender otherwise (i) all the Earnings of the Vessel shall be paid to the Operating<br> Account and (ii) the persons from whom the Earnings are from time to time due are irrevocably instructed to pay them to the Operating Account or to such account in the name of the Borrower as shall be from time to time determined by the<br> Lender in accordance with the provisions hereof and of the relevant Security Documents;
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(c)	Taxes: pay all Taxes, assessments and other governmental charges imposed on the Borrower when the same fall due, except to the extent that the same are being contested in good faith by appropriate<br> proceedings and adequate reserves have been set aside for their payment if such proceedings fail;
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(d)	Additional Documents: from time to time and within fifteen (15) days after the request of the Lender, execute and deliver to the Lender or procure the execution and delivery to the Lender of all such<br> documents as shall be deemed necessary at the reasonable discretion of the Lender for giving full effect to this Agreement, and for perfecting, protecting the value of or enforcing any rights or securities granted to the Lender under any<br> one or more of this Agreement, the other Finance Documents and any other documents executed pursuant hereto or thereto and in case that any conditions precedent (with the Lender’s consent) have not been fulfilled prior to the Drawdown<br> Date, such conditions shall be complied with within fifteen (15) days after the Lender’s written request (unless the Lender agrees otherwise in writing) and failure to comply with this covenant shall be an Event of Default.
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8.5	Secured Value to Security Requirement ratio – Valuation of the Vessel
---	---
(a)	Security shortfall – Additional Security: If at any time during the Security Period, the Security Value shall be less than the Security Requirement, the Lender may give notice to the Borrower<br> requiring that such deficiency be remedied and then the Borrower shall (unless the sole cause of such deficiency is the Total Loss of the Vessel and the Borrower is in full compliance with its obligations in relation to such Total Loss)<br> either:
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(i)	prepay (in accordance with Clause 4.2 (Voluntary prepayment) (but without regard to the requirement for seven (7) Business Days’ notice) within a period of<br> thirty (30) Business Days of the date of receipt by the Borrower of the Lender’s said notice (the “Prepayment Date”) such sum in Dollars as will result in the Security<br> Requirement after such prepayment (taking into account any other repayment of the Loan made between the date of the notice and the date of such prepayment) being at least equal to the Security Value; or
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(ii)	on or before the Prepayment Date constitute to the satisfaction of the Lender such additional security for the Loan as shall be acceptable to the Lender having a net realizable value for security purposes<br> (as determined by the Lender in its absolute discretion) at the date upon which such additional security shall be constituted which, when added to the Security Value, shall not be less than the Security Requirement as at such date. Such<br> additional security shall be constituted by:
aa)	additional pledged cash deposits in favor of the Lender in an amount equal to such shortfall with the Lender and in an account and manner to be determined by the Lender; and/or
---	---
bb)	any other security acceptable to the Lender at its absolute discretion to be provided in a manner determined by the Lender.
---	---

Any such additional security provided by the Lender shall be promptly released by the Lender once the Security Requirement ratio has been restored. The provisions of Clauses 4.3 (Mandatory Prepayment in case of Total Loss or sale or refinancing of the Vessel) and 4.4 (Amounts payable on prepayment) shall apply to prepayments under Clause 8.5(a)(i).

(b)

Valuation of Vessel: The Vessel shall, for the purposes of this Clause 8.5, be valued in Dollars once a year or, if an Event of Default has occurred and is continuing at any other time that the Lender shall reasonably require by an Approved Shipbroker, (such valuation to be made without, unless required by the Lender, physical inspection, and on the basis of a sale for prompt delivery for cash at arm’s length on normal commercial terms as between a willing buyer and a willing seller, without taking into account the benefit of any charterparty or other engagement concerning the Vessel. The Lender and the Borrower agrees to accept such valuation made by such Approved Shipbroker appointed as aforesaid as conclusive evidence of the Market Value of the Vessel at the date of such valuation and such valuation shall constitute the Market Value of the Vessel for the purposes of this Clause 8.5.

The value of the Vessel determined in accordance with the provisions of this Clause 8.5 shall be binding upon the Borrower and the Lender until such time as any further such valuation shall be obtained.

(c)	Information: The Borrower undertakes to the Lender to provide the Lender and any such Approved Shipbrokers such information concerning the Vessel and its condition as such Approved Shipbrokers may<br> reasonably require for the purpose of making any such valuation.
(d)	Costs: All costs in connection with:
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(i)	the Lender obtaining any valuation of the Vessel referred to in Clause 8.5(b) (Valuation of Vessel); and
---	---
(ii)	any valuation of any additional security for the purposes of ascertaining the Security Value at any time or necessitated by the Borrower electing to constitute additional security pursuant to Clause<br> 8.5(a)(ii): and
---	---
(iii)	all legal and other expenses incurred by the Lender in connection with any matter arising out of this Clause 8.5,
---	---

shall be borne by the Borrower.

(e)	Valuation of additional security: For the purpose of this Clause 8.5, the market value of any additional security provided or to be provided to the Lender shall be determined by the Lender in its<br> absolute discretion without any necessity for the Lender assigning any reason thereto and if such security consists of a vessel shall be that shown by a valuation complying with the requirements of Clause 8.5(b) (Valuation of Vessel) (whereas the costs shall be borne by the Borrower in accordance with Clause 8.5(d) (Costs)) or if the additional security is in the form of a<br> cash deposit full credit shall be given for such cash deposit on a Dollar for Dollar basis.
(f)	Release of additional security: Once the Security Value shall be equal to the Security Requirement for a period of at least thirty (30) days, and the Borrower has previously provided additional<br> security pursuant to this Clause 8.5, the Lender shall, as soon as reasonably practicable and subject to being indemnified to its satisfaction against the cost of doing so, release any such additional security to the extent that the<br> Security Requirement would be maintained following such release, provided that at the relevant time there is no Event of Default in existence;
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(g)	Documents and evidence: In connection with any additional security provided in accordance with this Clause 8.5, the Lender shall be entitled to receive such evidence and documents of the kind<br> referred to in Clause 7.1 (Conditions precedent to the execution of this Agreement) as may in the Lender’s opinion be appropriate and such favourable legal opinions as the Lender shall in<br> its reasonable discretion require.
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8.6	Sanctions
---	---
(a)	Without limiting Clause 8.7 (Compliance with laws etc.), the Borrower hereby undertakes with the Lender that, from the date of this Agreement and until the<br> date that the Outstanding Indebtedness is paid in full, it shall ensure that the Vessel:
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(i)	will not be used by or for the benefit of a Sanctions Restricted Person contrary to Sanctions; and/or
---	---
(ii)	will not be used in trading in any Sanctions Restricted Jurisdiction or in any manner contrary to Sanctions; and/or
---	---
(iii)	will not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) in the Insurances.
---	---
(b)	The Borrower shall:
---	---
(i)	not directly or to its knowledge (after reasonable enquiry) indirectly use or permit to be used all or any part of the proceeds of the Loan, or lend, contribute or otherwise make available such proceeds<br> directly or to its knowledge (after reasonable enquiry) indirectly, to any person or entity (i) to finance or facilitate any activity or transaction of or with any Sanctions Restricted Person contrary to Sanctions or in any Sanctions<br> Restricted Jurisdiction, or (ii) in any other manner that would result in a violation of any Sanctions by any Party;
---	---
(ii)	shall not fund all or part of any payment under the Loan out of proceeds derived directly or to its knowledge (after reasonable enquiry) indirectly from any activity or transaction with a Sanctions<br> Restricted Person contrary to Sanctions or in a Sanctions Restricted Jurisdiction or which would otherwise cause any party to be in breach of any Sanctions; and
---	---
(iii)	procure that no proceeds to its knowledge (after reasonable enquiry) from activities or business with a Sanctions Restricted Person contrary to Sanctions or in a Sanctions Restricted Jurisdiction are<br> credited to the Operating Account.
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8.7	Compliance with laws etc.

The Borrower shall:

(a)	comply, or procure compliance with all laws or regulations by the relevant Security Party:
(i)	relating to its respective business generally; and
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(ii)	relating to the Vessel, its ownership, employment, operation, management and registration including, but not limited to, the ISM Code, the ISPS Code, all Environmental Laws and the laws of the Flag State; and
---	---
(iii)	all Sanctions;
---	---
(b)	obtain, comply with and do all that is necessary to maintain in full force and effect any Environmental Approvals; and
---	---
(c)	without limiting paragraph (a) above, not employ the Vessel nor allow its employment, operation or management in any manner contrary to any law or regulation including, but not limited to, the ISM Code, the ISPS Code and all<br> Environmental Laws which has or is likely to have a Material Adverse Effect on any of the Security Parties.
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8.8	Covenants for the Securities Parties
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The Borrower undertakes with the Lender that, from the date of this Agreement and until the full and complete payment and discharge of the Outstanding Indebtedness, it will ensure and procure that all other Security Parties (other than the respective Approved Manager,) and each of them duly and punctually comply, with the covenants in Clauses 8.1 (General), 8.3 (Undertakings concerning the Vessel), 8.4 (Validity of Securities - Earnings - Taxes etc.), 8.5 (Secured Value to Security Requirement ratio - Valuation of the Vessel), 8.6 (Sanctions) and 8.7 (Compliance

          with laws etc.\) which are applicable to them mutatis mutandis.

8.9	Know your customer and money laundering compliance

The Borrower undertakes with the Lender that, from the date of this Agreement and until the full and complete payment and discharge of the Outstanding Indebtedness, it will provide the Lender, or procure the provision of, such documentation and other evidence as the Lender shall from time to time require, based on applicable law and regulations from time to time and the Lender’s own internal guidelines from time to time to identify the each of the Borrower and the other Security Parties, including the disclosure in writing of the ultimate legal and beneficial owner or owners of such entities, and any other persons involved or affected by the transaction(s) contemplated by this Agreement in order for the Lender to carry out and be satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations pursuant to the transactions contemplated in the Finance Documents.

9. EVENTS OF DEFAULT

9.1	Events

There shall be an Event of Default if:

(a)	Non‑payment: any Security Party fails to pay any sum payable by it under any of the Finance Documents at the time, in the currency and in the manner stipulated in the Finance Documents (and so that, for this purpose, sums<br> payable on demand shall be treated as having been paid at the stipulated time if paid within five (5) Business Days of demand and other sums due shall be treated as having been paid at the stipulated time if paid within three (3) Business<br> Days of its falling due); or
(b)	Breach of Insurance and certain other obligations: the Borrower fails to obtain and/or maintain the Insurances (as defined in, and in accordance with the requirements of, the Finance Documents) or if any insurer in respect of<br> such Insurances cancels the Insurances or disclaims liability by reason, in either case, of mis‑statement in any proposal for the Insurances or for any other failure or default on the part of the Borrower or any other person or the<br> Borrower commits any breach of or omits to observe any of the obligations or undertakings expressed to be assumed by it under Clause 8 (Undertakings); or
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(c)	Breach of other obligations: any Security Party commits any breach of or omits to observe any of its obligations or undertakings expressed to be assumed by it under any of the Finance Documents (other than those referred to in<br> Clauses 9.1(a) (Non‑payment) and 9.1(b) (Breach of Insurance and certain other obligations)) and, in respect of any such breach or omission<br> which in the opinion of the Lender is capable of remedy, such action as the Lender may require shall not have been taken within fifteen (15) days of the Lender notifying in writing the relevant Security Party of such default and of such<br> required action; or
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(d)	Misrepresentation: any representation or warranty made or deemed to be made or repeated by or in respect of any Security Party in or pursuant to any of the Finance Documents or to an<br> Underlying Document or in any notice, certificate or statement referred to in or delivered under any of the Finance Documents is or proves to have been incorrect or<br> misleading in any material respect; or
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(e)	Cross‑default:
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(i)	any Financial Indebtedness of (aa) the Borrower or a Security Party (other than Seanergy) related to an amount exceeding the amount of Five hundred thousand Dollars ($500,000) and (bb) Seanergy related to an amount exceeding the<br> amount of Five million Dollars ($5,000,000) (in each case herein, the “Permitted Amount”) is not paid when due (unless contested in good faith); or
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(ii)	any Financial Indebtedness of any of the Security Parties relating to the Permitted Amount (whether by declaration or automatically in accordance with the relevant agreement or instrument constituting the same) due and payable prior to<br> the date when it would otherwise have become due (unless as a result of the exercise by the relevant Security Party or the relevant Group Member (as the case may be) of a voluntary right of<br> prepayment), or
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(iii)	any creditor of any of the Security Parties becomes entitled to declare any such Financial Indebtedness due and payable, or
(iv)	any facility or commitment available to any of the Security Parties relating to Financial Indebtedness relating to an amount exceeding the Permitted Amount is withdrawn, suspended or cancelled by reason of any default (however<br> described) of the person concerned unless the relevant Security Party shall have satisfied the Lender that such withdrawal, suspension or cancellation will not affect or prejudice in any way the relevant Security Party’s (as the case may<br> be) ability to pay its debts as they fall due, or
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(v)	any guarantee given by any of the Security Parties or any Group Member in respect of Financial Indebtedness relating to an amount exceeding the<br> Permitted Amount is not honoured when due and called upon;or
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(f)	Legal process: any judgment or order made or commenced in good faith by a person against any Security Party relating to an amount exceeding the Permitted Amount is not stayed or complied with within thirty (30) Banking Days or<br> a good faith creditor attaches or takes possession of, or a distress, execution, sequestration or other bonafide process is levied or enforced upon or sued out against, any of the undertakings,<br> assets, rights or revenues of any Security Party and is not discharged , or bail is lodged in respect thereof, within thirty (30) Business Days; or
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(g)	Insolvency: any Security Party becomes insolvent or stops or suspends making payments (whether of principal or interest) with respect to all or any class of its debts or announces an intention to do so; or
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(h)	Reduction or loss of capital: a meeting is convened by any the Borrower for the purpose of passing any resolution to purchase, reduce or redeem any of its share capital; or
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(i)	Winding up: any petition is presented or other step is taken for the purpose of winding up any Security Party or an order is made or resolution passed for the winding up of any Security Party or a notice is issued convening a<br> meeting for the purpose of passing any such resolution; or
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(j)	Administration: any bonafide petition is presented or other step is taken for the purpose of the appointment of an administrator of any Security Party or the Lender believes that any<br> such petition or other step is imminent or an administration order is made in relation to any Security Party; or
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(k)	Appointment of receivers and managers: any administrative or other receiver is appointed of any Security Party or any part of its assets and/or undertaking or any other steps are taken to enforce any Security Interest over all<br> or any part of the assets of any Security Party; or
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(l)	Compositions: any steps are taken, or negotiations commenced, by any Security Party or by any of its creditors with a view to the general readjustment or rescheduling of all or part of its indebtedness or to proposing any kind<br> of composition, compromise or arrangement involving such company and any of its creditors provided, however, that if the Borrower is able to provide such evidence as is satisfactory in all respects to the Lender that such<br> rescheduling will not relate to any payment default or anticipated default the same shall not constitute an Event of Default; or
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(m)	Analogous proceedings: there occurs, in relation to any Security Party, in any country or territory in which any of them carries on business or to the jurisdiction of whose courts any part of their assets is subject, any event<br> which, in the opinion of the Lender, appears in that country or territory to correspond with, or have an effect equivalent or similar to, any of those mentioned in Clauses 9.1(f) (Legal process) to<br><br><br><br><br><br> (l) (Compositions) (inclusive) or any Security Party otherwise becomes subject, in any such country or territory, to the operation of any law relating to insolvency, bankruptcy or<br> liquidation; or
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(n)	Cessation of business: any Security Party suspends or ceases or threatens to suspend or cease to carry on its business; or
(o)	Seizure: all or a material part of the undertaking, assets, rights or revenues of, or shares or other ownership interests in, any Security Party are seized, nationalised, expropriated or compulsorily acquired by or under the<br> authority of any government; and the respective Security Party fails to procure for its release within a period of forty five (45) days; or
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(p)	Invalidity: any of the Finance Documents shall at any time and for any reason become invalid or unenforceable or otherwise cease to remain in full force and effect, or if the validity or enforceability of any of the Finance<br> Documents shall at any time and for any reason be contested by any Security Party which is a party thereto, or if any such Security Party shall deny that it has any, or any further, liability thereunder; or
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(q)	Unlawfulness: it becomes impossible or unlawful at any time for any Security Party, to fulfil any of the covenants, undertakings and obligations expressed to be assumed by it in any of the Finance Documents or for the Lender to<br> exercise the rights or any of them vested in it under any of the Finance Documents or otherwise; or
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(r)	Repudiation: any Security Party repudiates any of the Finance Documents or does or causes or permits to be done any act or thing evidencing an intention to repudiate any of the Finance Documents; or
---	---
(s)	Security Interests enforceable: any Security Interest (other than Permitted Security Interest) in respect of any of the property (or part thereof) which is the subject of any of the Finance Documents becomes enforceable; or
---	---
(t)	Arrest: the Vessel is arrested, confiscated, seized, taken in execution, impounded, forfeited, detained in exercise or purported exercise of any possessory lien or other claim or otherwise taken from the possession of the<br> Borrower and the Borrower shall fail to procure the release of the Vessel within a period of sixty (60) days thereafter; or
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(u)	Registration: the registration of the Vessel under the laws and flag of the Flag State is cancelled or terminated without the prior written consent of the Lender;<br> if the Vessel is only provisionally registered on the Delivery Date and is not permanently registered under the laws and flag of the Flag State at least thirty (30) days prior to the deadline for completing such permanent registration; or
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(v)	Unrest: the Flag State of the Vessel becomes involved in hostilities or civil war or there is a seizure of power in such Flag State by unconstitutional means if, in any such case, (a) such event could in the opinion of the<br> Lender reasonably be expected to have a Material Adverse Effect on the security constituted by any of the Finance Documents and (b) the Borrower has failed within sixty (60) days from receiving notice from the Lender to this effect to (i)<br> delete the Vessel from its Flag State and (ii) re-register the Vessel under another Flag State approved by the Lender in its sole discretion through a relevant Registry, in each case, at the Borrower’s cost and expense; or
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(w)	Environment: any Relevant Party and/or any of their respective Environmental Affiliates fails to comply with any Environmental Law or any Environmental Approval in respect of the Vessel or any Relevant Ship, or the Vessel or any<br> Relevant Ship is involved in any incident which gives rise or which may give rise to any Environmental Claim, if in any such case, such non-compliance or incident or the consequences thereof could (in the opinion of the Lender) be<br> expected to have a Material Adverse Change as described hereinbelow under paragraph (ff); or
(x)	P&I: any Security Party or any other person fails or omits to comply with any requirements of the protection and indemnity association or other insurer with which the Vessel is entered for insurance or insured against<br> protection and indemnity risks (including oil pollution risks) to the effect that any cover in relation to the Vessel (including without limitation, liability for Environmental Claims arising in jurisdictions where the Vessel operates or<br> trades) is or may be liable to cancellation, qualification or exclusion at any time; or
---	---
(y)	Stock Exchange: the common shares of Seanergy cease to be listed at the Nasdaq Stock Exchange and the Corporate Guarantor cease to be managed by the person(s) disclosed to the Lender at the negotiation of this Agreement; or
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(z)	Ownership: there has been a change of control directly or indirectly in the Borrower or the management of the Borrower or of the Vessel as a result of which the Borrower ceases to 100% owned by Seanergy or the Vessel ceases to<br> be 100% owned by the Borrower; or
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(aa)	Change of Management: the Vessel ceases to be managed by the respective Approved Manager (for any reason other than the reason of a Total Loss or sale of the Vessel) without the approval of the Lender which shall not be<br> unreasonably withheld, and the Borrower fails to appoint another Approved Manager prior to the termination of the mandate with the previous Approved Manager; or
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(bb)	Deviation of Earnings: any Earnings of the Vessel are not paid to the Operating Account for any reason whatsoever (other than with the Lender’s prior written consent); or
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(cc)	ISM Code and ISPS Code: (without prejudice to the generality of Clause 9.1(c) (Breach of other obligations)) for any reason whatsoever the provisions of Clause 8.3(s) (Compliance with ISM Code) and Clause 8.3(t) (Compliance with ISPS Code) are not complied with and the Vessel ceases to comply with the ISM<br> Code or, as the case may be, the ISPS Code; or
---	---
(dd)	Sanctions: (without prejudice to the generality of sub-Clause 9.1(c) (Breach of other obligations)) for any reason whatsoever the provisions of Clause 8.6 (Sanctions) and Clause 8.7 (Compliance with laws<br> etc.) are not complied with; or
---	---
(ee)	Material Adverse Change: any other event or events (whether related or not) occurs or circumstance arises which constitutes a Material Adverse Change, from the position applicable as at the date of this<br> Agreement, in the business, affairs or condition (financial or otherwise) of any Security Party) (including any such Material Adverse Change resulting from an Environmental Incident) the effect of which is likely, in the opinion of the<br> Lender, to impair, delay or prevent the due fulfilment by any Security Party of any of its respective obligations or undertakings contained in this Loan Agreement or any of the other Finance Documents and/or materially and adversely to<br> affect the security created by any of the Finance Documents; or
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(ff)	Finance Documents: any other event of default which is continuing (as howsoever described or defined therein) occurs under the Finance Documents (or any of them).
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9.2	Consequences of Default – Acceleration

(a)	by notice to the Borrower declare that the obligation of the Lender to make the Commitment (or any part thereof) available shall be terminated, whereupon the Commitment shall be reduced to zero forthwith; and/or
(b)	by notice to the Borrower declare that the Loan and all interest accrued and all other sums payable under the Finance Documents have become due and payable, whereupon the same shall, immediately or in accordance with the terms of such<br> notice, become due and payable without any further diligence, presentment, demand of payment, protest or notice or any other procedure from the Lender which are expressly waived by the Borrower; and/or
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(c)	put into force and exercise all or any of the rights, powers and remedies possessed by the Lender under this Agreement and/or under any other Finance Document and/or as mortgagee of the Vessel, mortgagee, chargee or assignee or as the<br> beneficiary of any other property right or any other security (as the case may be) of the assets charged or assigned to it under the Finance Documents or otherwise (whether at law, by virtue of any of the Finance Documents or otherwise).
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9.3	Multiple notices; action without notice
---	---

The Lender may serve notices under sub-Clauses (a) and (b) of Clause 9.2 (Consequences of Default – Acceleration) simultaneously or on different dates and it may take any action referred to in that Clause if no such notice is served or simultaneously with or at any time after service of both or either of such notices, it being understood and agreed that the non-service of a notice in respect of an Event of Default hereunder, or under any of the Finance Documents (whether known to the Lender or not), shall not be construed to mean that the Event of Default shall cease to exist and bring about its lawful consequences.

9.4	Demand basis

If, pursuant to Clause 9.2(b), the Lender declares the Loan to be due and payable on demand, the Lender may by written notice to the Borrower (a) call for repayment of the Loan on such date as may be specified whereupon the Loan shall become due and payable on the date so specified together with all interest accrued and all other sums payable under this Agreement or (b) withdraw such declaration with effect from the date specified in such notice.

9.5	Proof of Default

9.6	Exclusion of Lender’s liability

Neither the Lender nor any receiver or manager appointed by the Lender, shall have any liability to the Borrower or a Security Party:

(a)	for any loss caused by an exercise of rights under, or enforcement of a Security Interest created by, a Finance Document or by any failure or delay to exercise such a right or to enforce such a Security Interest; or
(b)	as mortgagee in possession or otherwise, for any income or principal amount which might have been produced by or realised from any asset comprised in such a Security Interest or for any reduction (however caused) in the value of such<br> an asset,
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10. INDEMNITIES - EXPENSES – FEES

10.1	Miscellaneous indemnities

The Borrower shall on demand (and it is hereby expressly undertaken by the Borrower to) indemnify the Lender, without prejudice to any of the other rights of the Lender under any of the Finance Documents, against any loss (excluding loss of the applicable Margin but including any Break Costs) or expense which the Lender shall certify as sustained or incurred as a consequence of:

(a)	any default in payment by any of the Security Parties of any sum under any of the Finance Documents when due;
(b)	the occurrence of any Event of Default which is continuing;
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(c)	any prepayment of the Loan or part thereof being made under Clauses 4.2 (Voluntary Prepayment) and 4.3 (Mandatory Prepayment in case of Total Loss<br> or sale or refinancing of the Vessel), 8.5(a) (Security shortfall-Additional Security), Clause 12.1 (Unlawfulness) or Clause 12.5 (Option to prepay) or any other repayment of the Loan or part thereof being made otherwise than on an Interest Payment Date relating<br> to the part of the Loan prepaid or repaid; or
---	---
(d)	the Commitment or the relevant part thereof not being advanced for any reason (excluding any default by the Lender and any reason specified in Clauses 3.6 (Market disruption), 4.3(a) (Total Loss of Vessel) or 12.1 (Unlawfulness) after the Drawdown Notice has been given, including, in any such case, but not limited to, any<br> loss or expense sustained or incurred in maintaining or funding the Loan or any part thereof or in liquidating or re-employing deposits from third parties acquired to effect or maintain the Loan or any part thereof.
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10.2	Expenses
---	---

The Borrower shall (and it is hereby expressly undertaken by the Borrower to) pay to the Lender on demand:

(a)

Initial and Amendment expenses: all expenses (including legal, printing and out-of-pocket expenses) reasonably incurred by the Lender and properly documented in connection with the negotiation, preparation and execution of this Agreement and the other Finance Documents and of any amendment or extension of or the granting of any waiver or consent under this Agreement and/or any of the Finance Documents and/or in connection with any proposal by the Borrower to constitute additional security pursuant to Clause 8.5(a) (Security shortfall - Additional Security), whether any such security shall in fact be constituted or not;

(b)	Enforcement expenses: all expenses (including legal and out-of-pocket expenses) reasonably incurred by the Lender and properly documented in contemplation of, or otherwise in connection with, the enforcement of, or preservation<br> of any rights under, this Agreement and/or any of the other Finance Documents, or otherwise in respect of the moneys owing under this Agreement and/or any of the other Finance Documents or the contemplation or preparation of the above,<br> whether they have been effected or not;
(c)	Legal costs: the legal costs of the Lender’s appointed lawyers, in respect of the preparation of this Agreement and the other Finance Documents as well as the legal costs of the foreign lawyers (if these are available) in<br> respect of the registration of the Finance Documents or any search or opinion given to the Lender in respect of the Security Parties or the Vessel or the Finance Documents. The said legal costs shall be supported by relevant invoices and<br> due and payable on the Drawdown Date; and
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(d)	Other expenses: any and all other Expenses.
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10.3	Break Costs
---	---

If as a consequence of receipt or recovery of all or any part of the Loan (a “Payment”) on a day other than the last day of an Interest Period applicable to the sum received or recovered the Lender has or will, with effect from a specified date, incur Break Costs:

(a)	the Lender shall promptly notify the Borrower;
(b)	the Borrower shall, within five Business Days of the Lender's demand, pay to the Lender the amount of such Break Costs; and
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(c)	the Lender shall, as soon as reasonably practicable, following a request by the Borrower, provide a certificate confirming the amount of the Lender's Break Costs for the Interest Period in which they accrue, such certificate to be, in<br> the absence of manifest error, conclusive and binding on the Borrower.
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In this Clause 10.3, “Break Costs” means, in relation to a Payment the amount (if any) by which:

(i)	the interest which the Lender, should have received in accordance with Clause 3 (Interest) in respect of the sum received or recovered from the date of receipt or recovery of such<br> Payment to the last day of the then current Interest Period applicable to the sum received or recovered had such Payment been made on the last day of such Interest Period;

exceeds

(ii)	the amount which the Lender, would be able to obtain by placing an amount equal to such Payment on deposit with a leading bank for a period commencing on the Business Day following receipt or recovery of such Payment (as the case may<br> be) and ending on the last day of the then current Interest Period applicable to the sum received or recovered.
10.4	Value Added Tax
---	---

All fees and expenses payable pursuant to this Clause 10 shall be paid together with value added tax (if applicable) or any similar tax (if any) properly chargeable thereon. Any value added tax chargeable in respect of any services supplied by the Lender under this Agreement shall, on delivery of the value added tax invoice, be paid in addition to any sum agreed to be paid hereunder.

10.5	Stamp duty etc.

The Borrower shall pay any and all stamp, registration and similar taxes or charges (including those payable by the Lender) imposed by governmental authorities in relation to this Agreement and any of the other Finance Documents, and shall indemnify the Lender against any and all liabilities with respect to, or resulting from delay or omission on the part of the Borrower to pay such stamp taxes or charges.

10.6	Environmental Indemnity

10.7	Currency Indemnity

10.8	Maintenance of the Indemnities

10.9	MII costs

The Borrower shall reimburse the Lender on demand for any and all costs incurred by the Lender (as conclusively certified by the Lender) in effecting and keeping effected a Mortgagee’s Interest Insurance (herein “MII”) which the Lender may at any time effect for an amount equal to 120% of the Loan and on such terms and with such insurers as shall from time to time be determined by the Lender, provided, however, that the Lender shall in its absolute discretion appoint and instruct in respect of any such MII policy the insurance brokers in respect of such Insurance and provided, further, that in the event that the Lender effects any such Insurance on the basis of any mortgagee’s open cover, the Borrower shall pay on demand to the Lender its proportion of premium due in respect of the Vessel for which such insurance cover has been effected by the Lender provided always that the Lender has provided the Borrower with copies of the corresponding invoice from the MII insurers/their brokers, and any certificate of the Lender in respect of any such premium due by the Borrower shall (save for manifest error) be conclusive and binding upon the Borrower.

10.10	Central Bank or European Central Bank reserve requirements indemnity

The Borrower shall on demand promptly indemnify the Lender against any cost incurred or loss suffered by the Lender as a result of its complying with the minimum reserve requirements of the European Central Bank and/or with respect to maintaining required reserves with the relevant national Central Bank to the extent that such compliance relates to the Commitment or deposits obtained by it to fund the whole or part of the Loan and to the extent such cost or loss is not recoverable by the Lender under Clause 12.2 (Increased cost).

10.11	Communications Indemnity

It is hereby agreed in connection with communications that:

(a)	Express authority is hereby given by the Borrower to the Lender to accept all tested or untested communications given by facsimile, or electronic mail or otherwise, regarding any or all of the notices (as defined in Clause 16.8 (Meaning of “notice”), requests, instructions or other communications under this Agreement, subject to any restrictions imposed by the Lender relating to such communications including, without<br> limitation (if so required by the Lender), the obligation to confirm such communications by letter.
(b)	The Borrower shall recognise any and all of the said notices, requests, instructions or other communications as legal, valid and binding, when these notices, requests, instructions or communications come from the fax number or<br> electronic address mentioned in Clause 16.1 (Notices) or any other fax or electronic address usually used by it or the Approved Manager and are duly<br> signed or in case of emails are duly sent by the person appearing to be sending such notice, request, instruction or other communication.
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(c)	The Borrower hereby assumes full responsibility for the execution of the said notices, requests, instructions or communications and promises and recognises that the Lender shall not be held responsible for any loss, liability or<br> expense that may result from such notices, requests, instructions or other communications. It is hereby undertaken by the Borrower to indemnify in full the Lender from and against all actions, proceedings, damages, costs, claims, demands,<br> expenses and any and all direct and/or indirect losses which the Lender may suffer, incur or sustain by reason of the Lender following such notices, requests, instructions or communications.
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(d)	With regard to notices, requests, instructions or communications issued by electronic and/or mechanical processes (e.g. by facsimile or electronic mail), the risk of equipment malfunction, including, without limitation, paper shortage,<br> transmission errors, omissions and distortions is assumed fully and accepted by the Borrower, save in case of Lender’s gross misconduct.
(e)	The risks of misunderstandings and errors resulting from notices, requests, instructions or communications being given as mentioned above, are for the Borrower and the Lender will be indemnified in full pursuant to this Clause save in<br> case of Lender’s wilful misconduct.
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(f)	The Lender shall have the right to ask the Borrower to furnish any information the Lender may require to establish the authority of any person purporting to act on behalf of the Borrower for these notices, requests, instructions or<br> communications but it is expressly agreed that there is no obligation for the Lender to do so. The Lender shall be fully protected in, and the Lender shall incur no liability to the Borrower for acting upon the said notices, requests,<br> instructions or communications which were believed by the Lender in good faith to have been given by the Borrower or by any of its authorised representative(s).
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(g)	It is undertaken by the Borrower to use its best endeavours to safeguard the function and the security of the electronic and mechanical appliance(s) such as fax(es) etc., as well as the code word list, if any, and to take adequate<br> precautions to protect such code word list from loss and to prevent its terms becoming known to any persons not directly concerned with its use. The Borrower shall hold the Lender harmless and indemnified from all claims, losses, damages<br> and expenses which the Lender may incur by reason of the failure of the Borrower to comply with the obligations under this Clause 10.11.
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10.12	Electronic communication
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Any communication from the Lender made by electronic means will be sent unsecured and without electronic signature, however, the Borrower may request the Lender at any time in writing to change the method of electronic communication from unsecured to secured electronic mail communication.

(a)	The Borrower hereby acknowledges and accepts the risks associated with the use of unsecured electronic mail communication including, without limitation, risk of delay, loss of data, confidentiality breach, forgery, falsification and<br> malicious software. The Lender shall not be liable in any way for any loss or damage or any other disadvantage suffered by the Borrower resulting from such unsecured electronic mail communication.
(b)	If the Borrower or any other Security Party wish to cease all electronic communication, they shall give written notice to the Lender accordingly after receipt of which notice the Parties shall cease all electronic communication.
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(c)	For as long as electronic communication is an accepted form of communication, the Parties shall:
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(i)	notify each other in writing of their electronic mail address and/or any other information required to enable the sending and receipt of information by that means; and
---	---

(ii)	notify each other of any change to their respective addresses or any other such information supplied to them; and
(iii)	in case electronic communication is sent to recipients with the domain <@seanergy.gr>, the parties shall without undue delay inform each other if there are changes to the said domain or<br> if electronic communication shall thereafter be sent to individual e-mail addresses.
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10.13	FATCA Deduction
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(a)	Each Party to a Finance Document may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which<br> it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.
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(b)	Each Party to a Finance Document shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction), notify the Party to whom it is making the payment.
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10.14	FATCA status
---	---
(a)	Subject to Clause 10.14(c) below, each party shall, within ten (10) Business Days of a reasonable request by another party:
---	---
(i)	confirm to that other party whether it is:
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(aa)	a FATCA Exempt Party; or
---	---
(bb)	not a FATCA Exempt Party; and
---	---
(ii)	supply to that other party such forms, documentation and other information relating to its status under FATCA (including its applicable passthru percentage or other information required under the Treasury Regulations or other official<br> guidance including intergovernmental agreements) as that other party reasonably requests for the purposes of that other party's compliance with FATCA.
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(b)	If a party confirms to another party pursuant to Clause 10.14(a)(i) above that it is a FATCA Exempt Party and it subsequently becomes aware that it is not, or has ceased to be a FATCA Exempt Party, that party shall notify that other<br> party reasonably promptly.
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(c)	Clause 10.14(a)(i) above shall not oblige the Lender to do anything which would or might in its reasonable opinion constitute a breach of:
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(ii)	any law or regulation;
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(iii)	any fiduciary duty; or
---	---
(iv)	any duty of confidentiality.
---	---
(d)	If a party fails to confirm its status or to supply forms, documentation or other information requested in accordance with Clause10.14(a) above (including, for the avoidance of doubt, where Clause 10.14(c) above applies), then:
---	---

(i)	if that party failed to confirm whether it is (and/or remains) a FATCA Exempt Party then such party shall be treated for the purposes of the Finance Documents as if it is not a FATCA Exempt Party; and
(ii)	if that party failed to confirm its applicable passthru percentage then such party shall be treated for the purposes of the Finance Documents (and payments made thereunder) as if its applicable passthru percentage is 100%,
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until (in each case) such time as the party in question provides the requested confirmation, forms, documentation or other information.

10.15	Arrangement fee
(a)	Arrangement fee: The Borrower shall pay to the Lender an arrangement fee in an amount of Dollars equal to one per cent (1%) of the amount of the Loan payable on the Drawdown Date.
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(b)	Non-refundable: The Arrangement Fee shall be payable by the Borrower to the Lender irrespective of utilisation/cancellation in part or in whole of the Commitment and/or the MOA cancellation or non-Delivery of the Vessel and<br> shall be non-refundable.
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11. SECURITY, APPLICATION, SET-OFF

11.1	Securities

As security for the due and punctual repayment of the Loan and payment of interest thereon as provided in this Agreement and of all other Outstanding Indebtedness, the Borrower shall ensure and procure that the Security Documents are duly executed and, where required, registered in favour of the Lender in form and substance satisfactory to the Lender at the time specified herein or otherwise as required by the Lender and ensure that such security consists, on the Drawdown Date of the Security Documents as provided in Clause 7 (Conditions Precedent).

11.2	Maintenance of Securities

It is hereby undertaken by the Borrower that the Finance Documents shall both at the date of execution and delivery thereof and so long as any moneys are owing and/or due under this Agreement and/or under the other Finance Documents be valid and binding obligations of the respective Security Parties thereto and rights of the Lender enforceable in accordance with their respective terms and that they will, at the expense of the Borrower, execute, sign, perfect and do any and every such further assurance, document, act, omission or thing as in the opinion of the Lender may be necessary or desirable for perfecting the security contemplated or constituted by the Finance Documents.

11.3	Application of receipts
(a)	Order of application: Except as any Finance Document may otherwise provide, any sums which are received or recovered by the Lender under or pursuant to or by<br> virtue of any of the Finance Documents and expressed to be applicable in accordance with this Clause 11.3 shall be applied by the Lender in the following manner:
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(i)	FIRST: in or towards satisfaction of any amounts then due and payable under the Finance Documents in the following order and proportions:
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aa)	Firstly, in or towards satisfaction of all amounts then due and payable to the Lender under the Finance Documents other than those amounts referred to at paragraphs b) and c) below (including, but without<br> limitation, all amounts payable by the Borrower under Clauses 10 (Indemnities- Expenses-Fees), 5.1 (Payments – No set-off or counterclaims) or<br><br><br><br><br><br> 5.3 (Gross Up) of this Agreement or by the Borrower or any other Security Party under any corresponding or similar provision in any other Finance Document);
bb)	Secondly, in or towards payment of any default interest then due and payable to the Lender;
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cc)	Thirdly, in or towards payment of any arrears of interest (other than default interest) due and payable in respect of the Loan or any part thereof payable to the Lender under the Finance Documents;
---	---
dd)	Fourthly, in or towards repayment of the Loan (whether the same is due and payable or not);
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(ii)	SECOND the surplus (if any), after the full and complete payment of the Outstanding Indebtedness, shall be paid to the Borrower or to any other person appearing to be entitled to it.
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(b)	Notice of variation of order of application: The Lender may, by notice to the Borrower and the Security Parties, provide, at its sole discretion, for a different order of application from that set out in<br> Clause 11.3(a) (Order of application) either as regards a specified sum or sums or as regards sums in a specified category or categories, without affecting the obligations of the Borrower<br> to the Lender.
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(c)	Effect of variation notice: The Lender may give notices under Clause 11.3(b) (Notice of variation of order of application) from time to time; and such a<br> notice may be stated to apply not only to sums which may be received or recovered in the future, but also to any sum which has been received or recovered on or after the third Business Day before the date on which the notice is served.
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(d)	Insufficient balance: For the avoidance of doubt, in the event that such balance is insufficient to pay in full the whole of the Outstanding Indebtedness, the Lender shall be entitled to collect the<br> shortfall from the Borrower or any other person liable therefor.
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(e)	Appropriation rights overridden: This Clause 11.3 and any notice which the Lender gives under Clause 11.3(b) (Notice of variation of<br> order of application) shall override any right of appropriation possessed, and any appropriation made, by the Borrower or any other Security Party.
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11.4	Set off
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(a)	Application of credit balances: Express authority is hereby given by the Borrower to the Lender without prejudice to any of the rights of the Lender at law, contractually or otherwise, at any time after<br> an Event of Default has occurred and is continuing, and without prior notice to the Borrower:
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(i)	to apply any credit balance standing upon any account of the Borrower with any branch of the Lender (including, without limitation, the Operating Account and in whatever currency in or towards satisfaction<br> of any sum due to the Lender from the Borrower under this Agreement, the General Assignment and/or any of the other Finance Documents;
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(ii)	in the name of the Borrower and/or the Lender to do all such acts and execute all such documents as may be necessary or expedient to effect such application; and
(iii)	to combine and/or consolidate all or any accounts in the name of the Borrower with the Lender; and
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for that purpose:

aa)	to break, or alter the maturity of, all or any part of a deposit of the Borrower;
bb)	to convert or translate all or any part of a deposit or other credit balance into Dollars, such conversion or translation to be made at the Lender’s market rate of exchange in its usual course of<br> business for the purpose of the set-off; and
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cc)	to enter into any other transaction or make any entry with regard to the credit balance which the Lender considers appropriate.
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(b)	Existing rights unaffected: The Lender shall not be obliged to exercise any right given by this Clause; and those rights shall be without prejudice and in addition to any right of set-off,<br> combination of accounts, charge, lien or other right or remedy to which the Lender is entitled (whether under the general law or any document). For all or any of the above purposes authority is hereby given to the Lender to purchase<br> with the moneys standing to the credit of any such account or accounts such other currencies as may be necessary to effect such application. The Lender shall notify the Borrower forthwith upon the exercise of any right of set‑off giving<br> full details in relation thereto.
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UNLAWFULNESS, INCREASED COST AND BAIL-IN

12.1	Unlawfulness

If any change in, or introduction of, any law, regulation or regulatory requirement or any request of any central bank, monetary, regulatory or other authority or any order of any court renders it unlawful or contrary to any such regulation, requirement, request or order for the Lender to advance the Commitment or the relevant part thereof (as the case may be) or to maintain or fund the Loan, notice shall be given promptly by the Lender to the Borrower whereupon the Commitment shall be reduced to zero and the Borrower shall be obliged to prepay the Loan or to determine or charge interest rates based upon Term SOFR either (i) forthwith or (ii) on a future specified date not being earlier than the latest date permitted by the relevant law or regulation, together with accrued interest thereon to the date of prepayment and all other sums payable by the Borrower under this Agreement.

12.2	Increased Cost

(a)	increase the cost to, or impose an additional cost on, the Lender or its holding company in making or keeping the Commitment available or maintaining or funding all or part of the Loan; and/or
(b)	subject the Lender to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Finance Documents (other than Taxes or Taxation on the overall net income, profits or gains of the Lender imposed in<br> the jurisdiction in which its principal or lending office under this Agreement is located); and/or
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(c)	reduce the amount payable or the effective return to the Lender under any of the Finance Documents; and/or
---	---
(d)	reduce the Lender’s or its holding company rate of return on its overall capital by reason of a change in the manner in which it is required to allocate capital resources to the Lender’s<br> obligations under any of the Finance Document; and/or
---	---
(e)	require the Lender or its holding company to make a payment or forgo a return on or calculated by references to any amount received or receivable by it under any of the Finance Documents is<br> required; and/or
---	---
(f)	require the Lender or its holding company to incur or sustain a loss (including a loss of future potential profits) by reason of being obliged to deduct all or part of the Commitment or the Loan<br> from its capital for regulatory purposes,
---	---

then and in each case (subject to Clause 12.6 (Exception)):

(i)

the Lender shall notify the Borrower in writing of such event promptly upon it becoming aware of the same; and

(ii)

the Borrower shall on demand pay to the Lender the amount which the Lender specifies (in a certificate and supporting documents setting forth and evidencing the basis of the computation of such amount but not including any matters which the Lender or its holding company regards as confidential) is required to compensate the Lender and/or (as the case may be) its holding company for such liability to Taxes, cost, reduction, payment, foregone return or loss whatsoever.

---

For the purposes of this Clause 12 “holding company” means the company or entity (if any) within the consolidated supervision of which the Lender is included.

12.3	Claim for increased cost

The Lender will promptly notify the Borrower of any intention to claim indemnification pursuant to Clause 12.2 (Increased Cost) and such notification will be a conclusive and full evidence binding on the Borrower as to the amount of any increased cost or reduction and the method of calculating the same and the Borrower shall be allowed to rebut such evidence by any means of evidence save for witness. A claim under Clause 12.2 (Increased Cost) and must be discharged by the Borrower within seven (7) days of demand by the Lender. It shall not be a defence to a claim by the Lender under this Clause 12.4 that any increased cost or reduction could have been avoided by the Lender. Any amount due from the Borrower under Clause 12.2 (Increased Cost) shall be due as a separate debt and shall not be affected by judgement being obtained for any other sums due under or in respect of this Agreement.

12.4	Option to prepay
(a)	Prepayment: If any additional amounts are required to be paid by the Borrower to the Lender by virtue of Clause 12.2 (Increased Cost), the Borrower shall be entitled, on giving<br> the Lender not less than seven (7) days prior notice in writing, to prepay (without premium or penalty) the Loan and accrued interest thereon, together with all other Outstanding Indebtedness, on the next Repayment Date. Any such notice,<br> once given, shall be irrevocable.
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(b)	Application of prepayment: Clause 4 (Repayment-Prepayment) shall apply in relation to the prepayment.
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12.5	Exception
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12.6	Contractual recognition of bail-in

(a)	any Bail-In Action in relation to any such liability, including (without limitation):
(i)	a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of any such liability;
---	---
(ii)	a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and
---	---
(iii)	a cancellation of any such liability; and
---	---
(b)	a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.
---	---

13. OPERATING ACCOUNT

13.1	General

The Borrower undertakes with the Lender that it will:

(a)

on or before the Drawdown Date open the Operating Account; and

(b)

ensure and procure that all moneys payable to the Borrower in respect of the Earnings of the Vessel shall, unless and until the Lender directs to the contrary pursuant to the General Assignment, be paid to the Operating Account, free from Security Interests and rights of set off other than those created by or under the Finance Documents and, shall be held there on trust for the Lender and shall be applied as provided in Clause 13.2 (Application of Earnings),

---

provided, always, that any moneys received in a currency other than Dollars, may be converted in Dollars by the Lender at the Lender’s spot rate of exchange.

13.2	Application of Earnings

Unless and until an Event of Default shall occur which is continuing (whereupon the provisions of Clause 11.3 (Application of receipts) shall be applicable) and subject to the terms and conditions of the Accounts Pledge Agreement no monies shall be withdrawn from the Operating Account save as hereinafter provided. Subject to no Event of Default having occurred and being continuing, all monies paid to the Operating Account (whether being Earnings or not) after discharging the costs (if any) incurred by the Lender, in collecting such monies, shall be applied by the Lender as follows:

(a)	First: in or towards payment of any arrears of interest and principal of the Loan due and payable and any and all other sums whatsoever which<br> from time to time become due and payable to the Lender hereunder (such sums to be paid in such order as the Lender may in its sole discretion elect);
(b)	Second: in or towards payment of the Operating Expenses; and
---	---
(c)	Third: any credit balance shall be, subject to the provisions of this Agreement (including dividends restriction, as provided in Clause 8.2(o) (No dividends or distributions)) and the Accounts Pledge Agreement, available to the<br> Borrower to be used for any purpose not inconsistent with the Borrower’s other obligations under this Agreement.
---	---
13.3	Interest
---	---

Any amounts for the time being standing to the credit of the Operating Account shall bear interest at the rate from time to time offered by the Lender to its customers for Dollar deposits of similar amounts and for periods similar to those for which such amounts are likely to remain standing to the credit of the Operating Account. Such interest shall, provided that (a) the foregoing provisions of this Clause 13 shall have been complied with and (b) no Event of Default shall have occurred and is continuing, be released to the Borrower.

13.4	Drawings from Operating Account

After the occurrence of an Event of Default which is continuing the Lender shall not permit the Borrower to make any drawings from the Operating Account.

13.5	Authorisation

The Lender shall be entitled (but not obliged) at any time, and to this respect the Lender is hereby authorised by the Borrower from time to time to debit the Operating Account, without notice to the Borrower, in order to discharge any amount due and payable to the Lender under the terms of this Agreement and the Security Documents or otherwise howsoever in connection with the Loan, including, without limitation, any payment of which the Lender has become entitled to demand under Clause 10 (Indemnities

          - Expenses – Fees\). The Lender shall notify the Borrower following any such discharge of any amount due and payable to the Lender giving the necessary details in relation thereto.

13.6	Obligations unaffected

Nothing in this Clause 13 contained shall be deemed to affect:

(a)	the liability and absolute obligation of the Borrower to pay interest on and to repay the Loan as provided in Clauses 3 (Interest) and 4 (Repayment-Prepayment) nor shall they constitute or be construed as constituting a manner of postponement thereof; or
(b)	any other liability or obligation of the Borrower or any other Security Party under any Finance Document.
---	---
13.7	Relocation of Operating Account
---	---

The Borrower, at its own costs and expenses, undertakes with the Lender to comply with or cause to be complied with any written requirement of the Lender from time to time as to the location or re-location of the Operating Account and will from time to time enter into such documentation as the Lender may require in order to create or maintain a security interest in the Operating Account.

13.8	Application on Event of Default

Upon the occurrence of an Event of Default which is continuing or at any time thereafter (whether or not notice of default has been given to the Borrower) when an Event of Default continues the Lender shall be entitled to set off and apply all sums standing to the credit of the Operating Account and accrued interest (if any) without notice to the Borrower in the manner specified in Clause 11.3 (Application

          of receipts\) \(and express and irrevocable authority is hereby given by the Borrower to the Lender so to set off by debiting the Operating Account accordingly by the same and the Borrower shall be released to the extent of such set
      off and application.

13.9	No Security Interests

The Borrower hereby covenants with the Lender that the Operating Account and any moneys therein shall not be charged, assigned, transferred or pledged nor shall there be granted by the Borrower or suffered to arise any third party rights over or against the whole or any part of the Operating Account other than in favour of the Lender as promised herein and in the General Assignment.

13.10	Operation of Operating Account

The Operating Account shall be operated by the Borrower to the degree permitted by this Agreement and the General Assignment in accordance with the Lender’s usual terms and conditions (full knowledge of which the Borrower hereby acknowledges) and subject to the Lender’s usual charges levied on such accounts and/or transactions conducted on such accounts (as from time to time notified by the Lender to the Borrower).

13.11	Release

Upon payment in full of all the Outstanding Indebtedness in full, any balance then standing to the credit of the Operating Account shall be released and paid to the Borrower or to whomsoever else may be entitled to receive such balance.

14. ASSIGNMENT, TRANSFER, PARTICIPATION, LENDING OFFICE

14.1	Binding Effect

This Agreement shall be binding upon and inure to the benefit of the Lender and the Borrower and their respective successors and assigns.

14.2	No Assignment by the Borrower and other Security Parties

14.3	Assignment by the Lender

The Lender may at any time without the consent of, or consultation with but upon prior 15 days notice to the Borrower and the other Security Parties, cause all or any part of its rights, benefits and/or obligations under this Agreement and the other Finance Documents to be assigned or transferred to:

(a)	another branch, any Subsidiary or Affiliate of, or company controlled by, the Lender,
(b)	another first class international bank or financial institution, insurer, social security fund, pension fund, capital investment company, financial intermediary or special purpose vehicle associated to any of them or any other person, or
---	---
(c)	a trust corporation, fund or other person which regularly engaged in or established for the purpose of making, purchasing or investing in loans, securities or other financial assets of which are managed or serviced by the Lender
---	---

(in each case an “Assignee” or a “Transferee”),

provided further that the liabilities of the Borrower and/or of any other Security Party under this Agreement and any other Finance Document shall not be increased as a result of any such assignment or transfer and that in the event that the liabilities (actual or contingent) of the Borrower and/or of any other Security Party are increased, neither the Borrower nor any other Security Party shall be liable for any such excess.

14.4	Participation

The Lender may at any time without the consent of, or consultation with, or notice to the Borrower sub-participate all or any part of its rights, benefits and/or obligations under this Agreement and the other Finance Documents without the consent of, or consultation with or notice to the Borrower and the other Security Parties, provided that the liabilities of the Borrower under this Agreement and any other Finance Document shall not be increased as a result of any such sub-participation and that in the event that the Borrower’ liabilities (actual or contingent) are increased, the Borrower shall not be liable for any such excess.

14.5	Cost

Any cost of such assignment or transfer or granting sub-participation shall be for the account of the Lender and/or the Assignee, Transferee or sub-participant unless any such assignment, transfer or sub-participation is undertaken at the request of the Borrower, in which case any cost arising therefrom shall be for the account of the Borrower.

14.6	Documenting assignments and transfers

If the Lender assigns, transfers or in any other manner grants participation in respect of all or any part of its rights or benefits or transfers all or any of its obligations as provided in this Clause 14.6 the Borrower undertakes, immediately on being requested to do so by the Lender, to enter at the expense of the Lender into and procure that each Security Party enters into such documents as may be necessary or desirable to transfer to the Assignee, Transferee or participant all or the relevant part of the interest of the Lender in the Finance Documents and all relevant references in this Agreement to the Lender shall thereafter be construed as a reference to the Lender and/or assignee, transferee or participant of the Lender to the extent of their respective interests and, in the case of a transfer of all or part of the obligations of the Lender, the Borrower shall thereafter look only to the Assignee, Transferee or participant in respect of that proportion of the obligations of the Lender under this Agreement assumed by such assignee, transferee or participant. Subject to the provisions of Clause 14.3 (Assignment by the Lender), the Borrower hereby expressly consents to any subsequent transfer of the rights and obligations of the Lender and undertakes that it shall join in and execute such supplemental or substitute agreements as may be necessary to enable the Lender to assign and/or transfer and/or grant participation in respect of its rights and obligations to another branch or to one or more banks or financial institutions in a syndicate or otherwise. The cost of any such assignment shall be borne by the Lender and/or the relevant Assignee or Transferee.

14.7	Disclosure of information

The Lender may disclose to a prospective assignee, substitute or transferee in relation to this Agreement such information about the Borrower as the Lender shall consider appropriate if the Lender first procures that the relevant prospective assignee, substitute or transferee (such person together with any prospective assignee, substitute or transferee being hereinafter described as the “Prospective Assignee”) shall undertake to the Lender to keep secret and confidential and shall not, without the consent of the Borrower, disclose to any third party any of the information, reports or documents supplied by the Lender provided, however, that the Prospective Assignee shall be entitled to disclose such information, reports or documents in the following situations:

(a)	in relation to any proceedings arising out of this Agreement or the other Finance Documents to the extent considered necessary by the Prospective Assignee to protect its interest; or
(b)	pursuant to a court order relating to discovery or otherwise; or
---	---
(c)	pursuant to any law or regulation or to any fiscal, monetary, tax, governmental or other competent authority; or
---	---
(d)	to its auditors, legal or other professional advisers.
---	---

In addition, the Prospective Assignee shall be entitled to disclose or use any such information, reports or documents if the information contained therein shall have emanated in conditions free from confidentiality, bona fide from some person other than the Lender or the Borrower.

14.8	Changes in constitution or reorganisation of the Lender

14.9	Securitisation

The Lender may include all or any part of the Loan in a securitisation (or similar transaction) pursuant to Law 3156/2003, or any other relevant legislation introduced or enacted after the date of this Agreement, without the consent of, or consultation with, but with notice to the Borrower. The Borrower will assist the Lender as necessary to achieve a successful securitisation (or similar transaction) provided that the Borrower shall not be required to bear any third party costs related to any such securitisation (or similar transaction) and that such securitisation (or similar transaction) shall not result in an increase of the Borrower’s and/or any other Security Parties’ obligations under this Agreement and the other Security Documents and need only provide any such information which any third parties may reasonably require.

14.10	Lending Office

15. MISCELLANEOUS

15.1	Time of essence

Time is of the essence as regards every obligation of the Borrower and the Lender under this Agreement.

15.2	Cumulative Remedies

The rights and remedies of the Lender contained in this Agreement and the other Finance Documents are cumulative and neither exclusive of each other nor of any other rights or remedies conferred by law.

15.3	No implied waivers

15.4	Integration of Terms

This Agreement contains the entire agreement of the parties and its provisions supersede the provisions of the Commitment Letter (save for the provisions thereof which relate to fees) and any and all other prior correspondence and oral negotiation by the parties in respect of the matters regulated by this Agreement.

15.5	Recourse to other security

The Lender shall not be obliged to make any claim or demand or to resort to any Finance Document or other means of payment now or hereafter held by or available to it for enforcing this Agreement or any of the other Finance Documents against the Security Parties (or any of them) or any other person liable and no action taken or omitted by the Lender in connection with any such Finance Document or other means of payment will discharge, reduce, prejudice or affect the liability of any Security Party under this Agreement and the other Finance Documents to which it is, or is to be, a party.

15.6	Amendments - No modification, waiver etc. unless in writing
(a)	This Agreement and any other Finance Documents shall not be amended or varied in their respective terms by any oral agreement or representation or in any other manner other than by an instrument in writing of even date herewith or<br> subsequent hereto executed by or on behalf of the parties hereto or thereto.
---	---
(b)	No modification or waiver by the Lender of any provision of this Agreement or of any of the other Finance Documents nor any consent by the Lender to any<br> departure therefrom by any Security Party shall be effective unless the same shall be in writing and then shall only be effective in the specific case and for the specific purpose for which given. No notice to or demand on any such<br> party in any such case shall entitle such party to any other or further notice or demand in similar or other circumstances.
---	---

15.7	Severability of provisions

15.8	Language and genuineness of documents
(a)	Language: All certificates, instruments and other documents to be delivered under or supplied in connection with this Agreement or any of the other Finance Documents shall be in the Greek or the English language (or such other<br> language as the Lender shall agree) or shall be accompanied by a certified Greek translation upon which the Lender shall be entitled to rely.
---	---
(b)	Certification of documents: Any copies of documents delivered to the Lender shall be duly certified as true, complete and accurate copies by appropriate authorities or legal counsel practicing in Greece or otherwise as will be<br> acceptable to the Lender at the sole discretion of the Lender.
---	---
(c)	Certification of signature: Signatures on Board or shareholder resolutions, Secretary’s certificates and any other documents are, at the discretion of the Lender, to be verified for their genuineness by appropriate Consul or<br> other competent authority.
---	---
15.9	Further assurances
---	---

The Borrower undertakes that the Finance Documents shall both at the date of execution and delivery thereof and so long as any moneys are owing under any of the Finance Documents be valid and binding obligations of the respective parties thereto and enforceable in accordance with their respective terms and that it will, at its expense, execute, sign, perfect and do, and will procure the execution, signing, perfecting and doing by each of the other Security Parties of, any and every such further assurance, document, act or thing as in the reasonable opinion of the Lender may be necessary or desirable for perfecting the security contemplated or constituted by the Finance Documents.

15.10	Counterparts

This Agreement may be executed in any number of counterparts and all such counterparts taken together shall be deemed to constitute but one and the same instrument.

15.11	Confidentiality
(a)	Each of the parties hereto agree and undertake to keep confidential any documentation and any confidential information concerning the business, affairs, directors or employees of the other which comes into its possession in connection<br> with this Agreement and not to use any such documentation, information for any purpose other than for which it was provided.
---	---
(b)	The Borrower acknowledges and accepts that the Lender may be required by law regulation or regulatory requirement or any request of any central bank or any court order to disclose information and deliver documentation relating to the<br> Borrower and the transactions and matters in relation to this Agreement and/or the other Finance Documents to governmental or regulatory agencies and authorities.
---	---

(c)	The Borrower acknowledges and accepts that in case of occurrence of any of the Events of Default which is continuing the Lender may disclose information and deliver documentation relating to the Borrower and the transactions and<br> matters in relation to this Agreement and/or the other Finance Documents to third parties to the extent that this is necessary for the enforcement or the contemplation of enforcement of the Lender’s rights or for any other purpose for<br> which in the opinion of the Lender, such disclosure would be useful or appropriate for the interests of the Lender or otherwise and the Borrower expressly authorises any such disclosure and delivery.
(d)	The Borrower acknowledges and accepts that the Lender may be prohibited from disclosing information to the Borrower by reason of law or duties of confidentiality owed or to be owed to other persons.
---	---
(e)	This Clause 15.11 shall be: (i) in addition to all other duties of confidentiality imposed on the Lender and its professional advisers under applicable law; and (ii) subject to any other applicable provisions contained in this<br> Agreement and the other Finance Documents.
---	---
15.12	Personal data
---	---
(a)	Process of personal data: The Borrower hereby confirms that it has been informed that its personal data and/or the personal data of its director(s), officer(s) and legal representative(s) (together the “personal data”) contained in this Agreement or the personal data that have been or will be lawfully received by the Lender in relation to this Agreement and the Finance Documents<br> will be included at the personal data database maintained by the Lender as processing agent (Υπεύθυνη Επεξεργασίας) and will be processed by the Lender in accordance with the European Regulation<br> 679/2016 and the Hellenic Law 4684/2019 for the purpose of properly serving, supporting and monitoring their current business relationship. The Borrower hereby declares that it has taken knowledge of the Notice on Procession of Data «Ενημέρωση για την Επεξεργασία Δεδομένων Προσωπικού Χαρακτήρα»), located on the Lender’s website (https://apps.alpha.gr/GDPR/files/GDPR.pdf.
---	---
(b)	Duration of the process: The personal data process shall survive the termination of this Agreement for such period as it is required by the applicable law
---	---

16. NOTICES AND COMMUNICATIONS

16.1	Notices

Every notice, request, demand or other communication under the Agreement or, unless otherwise provided therein, any of the other Finance Documents shall:

(a)

be in writing delivered personally or by first-class prepaid letter (airmail if available), or shall be served through a process server or subject to Clauses 10.11 (Communications Indemnity), and Clause 10.12 (Electronic Communication) and 16.6 (Effect of electronic communication) by fax or electronic mail;

(b)

be deemed to have been received, subject as otherwise provided in this Agreement or the relevant Finance Document, in the case of fax or electronic mail, at the time of dispatch as per transmission report (provided, in either case, that if the date of despatch is not a business day 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 in the case of a letter when delivered or served personally or five (5) days after it has been put into the post; and

---

(c)	be sent:
(i)	if to be sent to any Security Party, to:
---	---

c/o Seanergy Maritime Holdings Corp.

154 Vouliagmenis Avenue,

16674 Glyfada, Athens, Greece

Facsimile No: +30 210 9638404

Attention: Chief Financial Officer

E-mail: finance@seanergy.gr

legal@seanergy.gr

and

(ii)	if to be sent to the Lender, to

Alpha Bank S.A.

93 Akti Miaouli

185 38 Piraeus, Greece

Fax No.: +30210 42 90 268

Attention: The Manager

E-mail: shipdivision@alpha.gr

or to such other person, address fax number or electronic address as is notified by the relevant Security Party or the Lender (as the case may be) to the other parties to this Agreement and, in the case of any such change of address, or fax number or electronic address notified to the Lender, the same shall not become effective until notice of such change is actually received by the Lender and a copy of the notice of such change is signed by the Lender.

16.2	Effective date of notices

Subject to Clauses 16.3 (Service outside business hours) and 17.4 (Illegible notices):

(a)	a notice which is delivered personally or posted shall be deemed to be served, and shall take effect, at the time when it is delivered; and
(b)	a notice which is sent by fax or electronic mail shall be deemed to be served, and shall take effect, two hours after its transmission is completed.
---	---
16.3	Service outside business hours
---	---

However, if under Clause 16.2 (Effective date of notices) a notice would be deemed to be served:

(a)	on a day which is not a Business Day in the place of receipt; or
(b)	on such a Business Day, but after 5 p.m. local time,
---	---

the notice shall (subject to Clause 16.4 (Illegible notices)) be deemed to be served, and shall take effect, at 9 a.m. on the next day which is such a Business Day.

16.4	Illegible notices

Clauses 16.2 (Effective date of notices) and 16.3 (Service outside business hours) do

      not apply if the recipient of a notice notifies the sender within one hour after the time at which the notice would otherwise be deemed to be served that the notice has been received in a form which is illegible in a material respect.

16.5	Valid notices

(a)	the failure to serve it in accordance with the requirements of this Agreement or other Finance Document, as the case may be, has not caused any party to suffer any significant loss or prejudice; or
(b)	in the case of incorrect and/or incomplete contents, it should have been reasonably clear to the party on which the notice was served what the correct or missing particulars should have been.
---	---
16.6	Effect of electronic communication
---	---
(a)	Any communication to be made between any two Parties under or in connection with the Finance Documents may be made by electronic mail or other electronic means (including, without limitation, by way of<br> posting to a secure website) if those two Parties:
---	---
(i)	notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of information by that means; and
---	---
(ii)	notify each other of any change to their address or any other such information supplied by them by not less than five (5) Business Days' notice.
---	---
(b)	Any such electronic communication as specified in paragraph (a) above to be made between a Security Party and the Lender may only be made in that way to the extent that those two Parties agree that, unless and until notified to the<br> contrary, this is to be an accepted form of communication.
---	---
(c)	Any such electronic communication as specified in paragraph (a) above made between any two Parties will be effective only when actually received (or made available) in readable form and in the case of any electronic communication made<br> by a Party to the Lender only if it is addressed in such a manner as the Lender shall specify for this purpose.
---	---
(d)	Any electronic communication which becomes effective, in accordance with paragraph (c) above, after 5.00 p.m. in the place in which the Party to whom the relevant communication is sent or made available has its address for the purpose<br> of this Agreement shall be deemed only to become effective on the following Business Day.
---	---
(e)	Any reference in a Finance Document to a communication being sent or received shall be construed to include that communication being made available in accordance with this Clause 16.6.
---	---

16.7	Language

Any notice under or in connection with a Finance Document shall be in English.

16.8	Meaning of “notice”

In this Clause 16, “notice” includes any demand, consent, authorisation, approval, instruction, waiver or other communication.

17. LAW AND JURISDICTION

17.1	Governing Law
(a)	This Agreement and any non-contractual obligations connected with it shall be governed by and construed in accordance with English Law.
---	---
(b)	For the purposes of enforcement in Greece, it is hereby expressly agreed that English law as the governing law of this Agreement will be proved by an affidavit of a solicitor from an English law firm to be appointed by the Lender and<br> the said affidavit shall constitute full and conclusive evidence binding on the Borrower but the Borrower shall be allowed to rebut such evidence save for witness.
---	---
17.2	Jurisdiction
---	---
(a)	The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement or any non-contractual obligations connected with it (including a dispute regarding the existence, validity or<br> termination of this Agreement and including claims arising out of tort or delict) (a “Dispute”).<br><br><br><br><br><br> The Borrower irrevocably and unconditionally submits to the jurisdiction of such courts.
---	---
(b)	The Parties agree that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary and waives any objections to the<br> inconvenience of England as a forum.
---	---
(c)	This Clause 17.2 is for the benefit of the Lender only. As a result, the Lender shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Lender may<br> take concurrent proceedings in any number of jurisdictions.
---	---
17.3	Process Agent for English Proceedings
---	---

Without prejudice to any other mode of service allowed under any relevant law the Borrower irrevocably designates, appoints and empowers Messrs. Shoreside Agents Ltd, presently at 5 St.Helen’s Place, London EC3A 6AB (T: +44 (0)20 3771 8869, M: + 44 (0) 7591 440086, F: +44 (0)20 3771 8870, attention: Andrew Johnson (hereinafter called the “Process Agent for English Proceedings”), to receive for it and on its behalf, service of process issued out of the English courts in relation to any proceedings before the English courts in connection with any Finance Document, provided, however, that:

(a)	the Borrower hereby agrees and undertakes to maintain a Process Agent for English Proceedings throughout the Security Period and hereby agrees that in the event that if any Process Agent for English Proceedings is unable for any reason<br> to act as agent for service of process, the Borrower must immediately (and in any event within ten fifteen (15) of such event taking place) appoint another agent on terms acceptable to the Lender. Failing this, the Lender may appoint for<br> this purpose a substitute Process Agent for English Proceedings and the Lender is hereby irrevocably authorised to effect such appointment on Borrower’s behalf. The appointment of such Process Agent for English Proceedings shall be valid<br> and binding from the date notice of such appointment is given by the Lender to the Borrower in accordance with Clause 16 (Notices and communications); and
(b)	the Borrower hereby agrees that failure by a Process Agent for English Proceedings to notify the Borrower of<br> the process will not invalidate the proceedings concerned.
---	---
17.4	Proceedings in any other country
---	---

17.5	Process Agent (antiklitos) in Greece

17.6	Third Party Rights

A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.

17.7	Meaning of “proceedings”

In this Clause 17 “proceedings” means proceedings of any kind, including an application for a provisional or protective measure.

[Remainder of page intentionally left blank]

SCHEDULE 1

Form of Drawdown Notice

(referred to in Clause 2.2)

To:	ALPHA BANK S.A.

93 Akti Miaouli

185 38 Piraeus, Greece

[●] December, 2022

Re: US$16,500,000 Loan Agreement (the “Loan Agreement”) dated [●] December, 2022 made between (1)<br> the Lender, as lender and (2) PAROS OCEAN NAVIGATION CO., of Liberia (the “Borrower”), as borrower.
1.	We refer to the Loan Agreement (terms defined in the Loan Agreement have their defined meanings when used in this Drawdown Notice) and hereby give you notice that we wish to draw the Commitment as follows:
---	---
(a)	Loan: the full amount of the Commitment in the amount of US$6,500,000 (Dollars Sixteen million five hundred thousand)];
---	---
(b)	Drawdown Date: [●] December, 2022;
---	---
(c)	duration of first Interest Period: duration of the first Interest Period in respect of the Loan shall be [●] months; and
---	---
(d)	Payment instructions: [funds to be paid to the Operating Account numbered […………………….] as per our instructions under separate cover for the purposes<br> set out in Clause 1.1 (Amount and purpose) of the Loan Agreement].
---	---

2. We confirm, represent and warrant that:

(a)	no event or circumstance has occurred and is continuing which constitutes a Default or will result from the borrowing of the Loan;
(b)	the representations and warranties contained in Clause 6 (Representations and warranties) of the Loan Agreement and the representations and warranties contained in each of the other<br> Finance Documents are true and correct at the date hereof as if made with respect to the facts and circumstances existing at such date;
---	---
(c)	the borrowing to be effected by the drawing of the Loan will be within our corporate powers, has been validly authorised by appropriate corporate action and will not cause any limit on our borrowings (whether imposed by statute,<br> regulation, agreement or otherwise) to be exceeded;
---	---
(d)	to the best of our knowledge and belief there has been no change in the ownership, management, operations and no Material Adverse Change in our financial position or in the consolidated financial<br> position of ourselves and the other Security Parties from that described by us to the Lender in the negotiation of the Loan Agreement.
---	---

3.	This Drawdown Notice cannot be revoked without the prior consent of the Lender.
SIGNED by	)
---	---
Mr	)
for and on behalf of	)
PAROS OCEAN NAVIGATION CO.,	)
---	---
of Liberia,	)
---	---
in the presence of:	)	Attorney-in-fact
---	---	---
Witness:
---	---
Name:
Title:	Attorney-at-Law
Address:	[●],
---	---
	Piraeus, Greece

Schedule 2

Form of Insurance Letter

To:	[P&I Club]
	[●]
	[●]
From:	[●]
---	---
	[●],
	[●]

[●] 20[●]

Dear Sirs

m.v. “[●]” (the “Vessel”)

We are obtaining loan finance from ALPHA BANK S.A. (the “Lender”) secured (inter alia) by a first ship mortgage over the Vessel. The Vessel's insurances will also be assigned to the Lender.

This letter is governed by, and shall be construed in accordance with, English law.

For and on behalf of

[●]

EXECUTION PAGE

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

SIGNED by	)
Mrs. Theodora Mitropetrou	)
for and on behalf of	)
PAROS OCEAN NAVIGATION CO.	)
of Liberia	)	/s/ Theodora Mitropetrou
in the presence of:	)	Attorney-in-fact
Witness:	/s/ Ioannis Kotronias
---	---
Name:	Ioannis Kotronias
Address:	13 Defteras Merarchias
	Piraeus, Greece
Occupation:	t. Attorney-at-Law
SIGNED by	)
---	---	---
Mr. Konstantinos Flokos and	)	/s/ Konstantinos Flokos
Mrs. Chryssanthi Papathanasopoulou	)	Attorney-in-fact
for and on behalf of	)
ALPHA BANK S.A.,	)
of Greece,	)
in the presence of:	)	/s/ Chryssanthi Papathanasopoulou
		Attorney-in-fact
Witness:	/s/ Ioannis Kotronias
---	---
Name:	Ioannis Kotronias
Address:	13 Defteras Merarchias
	Piraeus, Greece
Occupation:	t. Attorney-at-Law

Exhibit 4.59

1. Shipbroker<br><br> <br>N/A	2. Place and date<br><br> <br>29^th^ March 2023
3. Owners/Place of business (Cl. 1)<br><br> <br>GREAT SOMETHING CO, LTD of the republic of the Marshall Islands with registered adress at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands<br> MH96960	4. Bareboat Charterers/Place of business (Cl. 1)<br><br> <br>Knight Ocean Navigation Co. of Liberia with registered address at 80 Broad Street, City of Monrovia, Republic of Liberia guaranteed by Seanergy Maritime Holdings Corp.,<br> of the Republic of Marshall Islands
5. Vessel’s name, call sign and flag (Cl. 1 and 3)<br><br> <br>M/V Knightship Call sign: D5MN5 Flag: Liberia
6. Type of Vessel<br><br> <br>Bulk Carrier	7. GT/NT<br><br> <br>93,186<br><br> <br>59,500
8. When/Where built<br><br> <br>2010<br><br> <br>Hyundai Samho Heavy Industries Co. Ltd	9. Total DWT (abt.) in metric tons on summer freeboard<br><br> <br>178,978
10. Classification Society (Cl. 3)<br><br> <br>BV	11. Date of ~~last~~ next special survey by the Vessel’s classification society<br><br> <br>As per the requirements of the Classification Society
12. Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl. 3)<br><br> <br>As per Annex [4] hereto
13 . Port or Place of delivery (Cl. 3)<br><br> <br>As per Clause 32 (b) hereof.	14. Time for delivery (Cl. 4)<br><br> <br>As per Clause 32 (b) hereof	15. Cancelling date (Cl. 5)<br><br> <br>N/A
16. Port or Place of redelivery (Cl. 15)<br><br> <br>Safely afloat at international waters or at any safe port/berth/anchorage or one safe port worldwide in Charterers' option	17. No. of months' validity of trading and class certificates upon redelivery (Cl. 15)<br><br> <br>Minimum three (3) months
18. Running days’ notice if other than stated in Cl. 4<br><br> <br>N/A	19. Frequency of dry-docking (Cl. 10(g))<br><br> <br>As per Classification Society or flag state requirements
20. Trading limits (Cl. 6)<br><br> <br>The Trading Range: Worldwide within International Navigating Limits with the Charterers' option to break same paying extra insurance, but always in accordance with Clauses 13 and 40.
21. Charter period (Cl. 2)<br><br> <br>As per Clause 34 hereof	22. Charter hire (Cl. 11)<br><br> <br>As per Clause 35 hereof
23. New class and other safety requirements (state percentage of Vessel's insurance value acc. to Box 29)(Cl. 10(a)(ii))<br><br> <br>N/A
24. Rate of interest payable acc. to Cl. 11 (f) and, if applicable, acc. to PART IV<br><br> <br>As per Clause 34 hereof	25. Currency and method of payment (Cl. 11)<br><br> <br>United States Dollars payable monthly in advance
26. Place of payment; also state beneficiary and bank account (Cl. 11)<br><br> <br>As per Clause 36 hereof	27. Bank guarantee/bond (sum and place) (Cl. 24) (optional)<br><br> <br>N/A
28. Mortgage(s), if any (state whether 12(a) or (b) applies; if 12(b) applies state date of Financial Instrument and name of Mortgagee(s)/Place of business) (Cl. 12)<br><br> <br>As per Clause 44 hereof	29. Insurance (hull and machinery and war risks) (state value acc. to Cl. 13(f) or, if applicable, acc. to Cl. 14(k)) (also state if Cl. 14 applies)<br><br> <br>As per Clause 40 hereof
30. Additional insurance cover, if any, for Owners’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g))<br><br> <br>As per Cl. 40 hereof	31. Additional insurance cover, if any, for Charterers’ account limited to (Cl. 13(b) or, if applicable, Cl. 14(g))<br><br> <br>As per Clause 40 (c) hereof
32. Latent defects (only to be filled in if period other than stated in Cl. 3)<br><br> <br>N/A	33. Brokerage commission and to whom payable (Cl. 27)<br><br> <br>N/A
34. Grace period (state number of clear banking days) (Cl. 28)<br><br> <br>As per Clause 41 hereof	35. Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c)<br><br> <br>agreed Place of Arbitration must be stated (Cl. 30) as per
	Clause 30<br><br> <br>(a) English law, London arbitration

Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document will constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org.

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

36. War cancellation (indicate countries agreed) (Cl. 26(f))<br><br> <br>N/A
37. Newbuilding Vessel (indicate with “yes” or “no” whether PART III applies) (optional)<br><br> <br>No	38. Name and place of Builders (only to be filled in if PART III applies)<br><br> <br>N/A
39. Vessel’s Yard Building No. (only to be filled in if PART III applies)<br><br> <br>N/A	40. Date of Building Contract (only to be filled in if PART III applies)<br><br> <br>N/A
41. Liquidated damages and costs shall accrue to (state party acc. to Cl. 1)<br><br> <br>a) N/A<br><br> <br>b) N/A<br><br> <br>c) N/A
42. Hire/Purchase agreement (indicate with “yes” or “no” whether PART IV applies) (optional)<br><br> <br>No	43. Bareboat Charter Registry (indicate with “yes” or “no” whether PART V applies) (optional)<br><br> <br>Yes, in the Charterers option
44. Flag and Country of the Bareboat Charter Registry (only to be filled in if PART V applies)<br><br> <br>As per Clause 37 hereof	45. Country of the Underlying Registry (only to be filled in if PART V applies)<br><br> <br>N/A
46. Number of additional clauses covering special provisions, if agreed<br><br> <br>32 to 57 and Annex 1,2, 3, 4, and 5.

PREAMBLE - It is mutually agreed that this Contract shall be performed subject to the conditions contained in this Charter which shall include PART I and PART II. In the event of a conflict of conditions, the provisions of PART I shall prevail over those of PART II to the extent of such conflict but no further. It is further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter if expressly agreed and stated in Boxes 37, 42 and 43. If PART III and/or PART IV and/or PART V apply, it is further agreed that in the event of a conflict of conditions, the provisions of PART I and PART II shall prevail over those of PART III and/or PART IV and/or PART V to the extent of such conflict but no further.

Signature (Owners)		Signature (Charterers)
		By:	/s/ Stavros Gyftakis
By:	/s/ Kazuhiro Watanabe	Name: Mr. Stavros Gyftakis
Name: Kazuhiro Watanabe		Title: Director
Title: Director

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART II

BARECON 2001 Standard Bareboat Charter

1	1. Definitions
2	In this Charter, the following terms shall have the
---	---
3	meanings hereby assigned to them:
---	---
4	“The Owners” shall mean the party identified in Box 3;
---	---
5	“The Charterers” shall mean the party identified in Box 4;
---	---
6	“The Vessel” shall mean the vessel named in Box 5 and
---	---
7	with particulars as stated in Boxes 6 to 12.
---	---
8	“Financial Instrument” means the mortgage, deed of
---	---
9	covenant or other such financial security instrument as
---	---
10	annexed to this Charter and stated in Box 28.
---	---
11	2 Charter Period
---	---
12	In consideration of the hire detailed in Box 22,
---	---
13	the Owners have agreed to let and the Charterers have
---	---
14	agreed to hire the Vessel for the period stated in Clause 34~~Box 21~~
---	---
15	(“The Charter Period”).
---	---
16	3. Delivery See Clause 32
---	---

~~17 (not applicable when Part III applies, as indicated in Box 37)~~

~~18~~ ~~(a)~~ ~~The Owners shall before and at the time of delivery~~

~~19~~ ~~exercise due diligence to make the Vessel seaworthy~~

~~20~~ ~~And in every respect ready in hull, machinery and~~

~~21~~ ~~equipment for service under this Charter.~~

~~22~~~~The Vessel shall be delivered by the Owners and taken~~

~~23~~~~over by the Charterers at the port or place indicated in~~

~~24~~ ~~Box 13 in such ready safe berth as the Charterers may~~

~~25~~ ~~direct.~~

~~26~~ ~~(b)~~ ~~The Vessel shall be properly documented on~~

~~27~~ ~~delivery in accordance with the laws of the flag State~~

~~28~~~~indicated in Box 5 and the requirements of the~~

~~29~~ ~~classification society stated in Box 10. The Vessel upon~~

~~30~~~~delivery shall have her survey cycles up to date and~~

~~31~~ ~~trading and class certificates valid for at least the number~~

~~32~~ ~~of months agreed in Box 12.~~

~~33~~ ~~(c)~~ ~~The delivery of the Vessel by the Owners and the~~

~~34~~~~taking over of the Vessel by the Charterers shall~~

~~35~~ ~~constitute a full performance by the Owners of all the~~

~~36~~~~Owners’ obligations under this Clause 3, and thereafter~~

~~37~~ ~~the Charterers shall not be entitled to make or assert~~

~~38~~ ~~any claim against the Owners on account of any~~

~~39~~ ~~conditions, representations or warranties expressed or~~

~~40~~ ~~implied with respect to the Vessel but the Owners shall~~

~~41~~ ~~be liable for the cost of but not the time for repairs or~~

~~42~~ ~~renewals occasioned by latent defects in the Vessel,~~

~~43 her machinery or appurtenances, existing at the time of~~

~~44 delivery under this Charter, provided such defects have~~

~~45 manifested themselves within twelve (12) months after~~

~~46 delivery unless otherwise provided in Box 32.~~

47	4. Time for Delivery See Clause 32

~~48~~ ~~(not applicable when Part III applies, as indicated in Box 37)~~

~~49~~ ~~The Vessel shall not be delivered before the date~~

~~50 indicated in Box 14 without the Charterers’ consent and~~

~~51~~~~the Owners shall exercise due diligence to deliver the~~

~~52~~ ~~Vessel not later than the date indicated in Box 15.~~

~~53~~ ~~Unless otherwise agreed in Box 18, the Owners shall~~

~~54~~ ~~give the Charterers not less than thirty (30) running days’~~

~~55 preliminary and not less than fourteen (14) running days’~~

~~56 definite notice of the date on which the Vessel is~~

~~57~~ ~~expected to be ready for delivery.~~

~~58~~ ~~The Owners shall keep the Charterers closely advised~~

~~59 of possible changes in the Vessel’s position.~~

60	5. Cancelling

~~61 (not applicable when Part III applies, as indicated in Box 37)~~

~~62 (a)~~ ~~Should the Vessel not be delivered latest by the~~

~~63 cancelling date indicated in Box 15, the Charterers shall~~

~~64~~~~have the option of cancelling this Charter by giving the~~

~~65~~ ~~Owners notice of cancellation within thirty-six (36)~~

~~66~~ ~~running hours after the cancelling date stated in Box~~

~~67~~ ~~15, failing which this Charter shall remain in full force~~

~~68~~ ~~and effect.~~

~~69~~ ~~(b)~~ ~~If it appears that the Vessel will be delayed beyond~~

~~70~~ ~~the cancelling date, the Owners may, as soon as they~~

~~71~~ ~~are in a position to state with reasonable certainty the~~

~~72~~ ~~day on which the Vessel should be ready, give notice~~

~~73~~ ~~thereof to the Charterers asking whether they will~~

~~74~~ ~~exercise their option of cancelling, and the option must~~

~~75~~~~then be declared within one hundred and sixty-eight~~

~~76~~ ~~(168) running hours of the receipt by the Charterers of~~

~~77~~ ~~such notice or within thirty-six (36) running hours after~~

~~78~~ ~~the cancelling date, whichever is the earlier. If the~~

~~79~~ ~~Charterers do not then exercise their option of cancelling,~~

~~80~~ ~~the seventh day after the readiness date stated in the~~

~~81~~ ~~Owners’ notice shall be substituted for the cancelling~~

~~82~~ ~~date indicated in Box 15 for the purpose of this Clause 5.~~

~~83~~ ~~(c)~~ ~~Cancellation under this Clause 5 shall be without~~

~~84~~~~prejudice to any claim the Charterers may otherwise~~

~~85~~ ~~have on the Owners under this Charter.~~

86	6. Trading Restrictions
87	The Vessel shall be employed in lawful trades for the
---	---
88	carriage of suitable lawful merchandise within the trading
---	---
89	limits indicated in Box 20.
---	---
90	The Charterers undertake not to employ the Vessel or
---	---
91	suffer the Vessel to be employed otherwise than in
---	---
92	conformity with the terms of the contracts of insurance
---	---
93	(including any warranties expressed or implied therein)
---	---
94	without first obtaining the consent of the insurers to such
---	---
95	employment and complying with such requirements as
---	---
96	to extra premium or otherwise as the insurers may
---	---
97	prescribe.
---	---
98	The Charterers also undertake not to employ the Vessel
---	---
99	or suffer her employment in any trade or business which
---	---
100	is forbidden by the law of any country to which the Vessel
---	---
101	may sail or is otherwise illicit or in carrying illicit or
---	---
102	prohibited goods or in any manner whatsoever which
---	---
103	may render her liable to condemnation, destruction,
---	---
104	seizure or confiscation.
---	---
105	Notwithstanding any other provisions contained in this
---	---
106	Charter it is agreed that nuclear fuels or radioactive
---	---
107	products or waste are specifically excluded from the
---	---
108	cargo permitted to be loaded or carried under this
---	---
109	Charter. This exclusion does not apply to radio-isotopes
---	---
110	used or intended to be used for any industrial,
---	---
111	commercial, agricultural, medical or scientific purposes
---	---
112	provided the Owners’ prior approval has been obtained
---	---
113	to loading thereof. The Charterers shall not expose the Vessel to any regulation imposing trade and economic sanctions or prohibition imposed by the authorities of the United States of<br> America, European Union or United Nations. Similarily, the Owners shall not expose the Charterers to any regulation imposing trade and economic sanction or prohibition imposed by the authorities of the United States of America,<br> European Union or the United Nations.
---	---

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART II

BARECON 2001 Standard Bareboat Charter

114	7. Surveys on Delivery and Redelivery

~~115 (not applicable when Part III applies, as indicated in Box 37)~~

~~116 The Owners and Charterers shall each appoint~~

~~117 surveyors for the purpose of determining and agreeing~~

~~118 in writing the condition of the Vessel at the time of~~

~~119 delivery and redelivery hereunder. The Owners shall~~

~~120 bear all expenses of the On-hire Survey including loss~~

~~121 of time, if any, and the Charterers shall bear all expenses~~

~~122 of the Off-hire Survey including loss of time, if any, at~~ ~~~~

~~123 the daily equivalent to the rate of hire or pro rata thereof.~~

124	8. Inspection - See also Cl. 39
125	The Owners shall, maximum once a year, have the right ~~at any time~~ after giving
---	---
126	reasonable notice to the Charterers to inspect or survey
---	---
127	the Vessel or instruct a duly authorised surveyor to carry
---	---
128	out such survey on their behalf:-provided it does not intefere with the operation and trading of the Vessel and/or crew.
---	---
129	(a) to ascertain the condition of the Vessel and satisfy
---	---
130	themselves that the Vessel is being properly repaired
---	---
131	and maintained. The costs and fees for such inspection
---	---
132	or survey shall be paid by the Owners unless the Vessel
---	---
133	is found to require repairs or maintenance in order to
---	---
134	achieve the condition so provided;
---	---

~~135 (b)~~ ~~in dry-dock if the Charterers have not dry-docked~~

~~136 Her in accordance with Clause 10(g). The costs and fees~~

~~137 for such inspection or survey shall be paid by the~~

~~138~~ ~~Charterers; and~~

~~139~~ ~~(c)~~ ~~for any other commercial reason they consider~~

~~140 necessary (provided it does not unduly interfere with~~

~~141 the commercial operation of the Vessel). The costs and~~

~~142 fees for such inspection and survey shall be paid by the 143 Owners.~~

144	All time used in respect of inspection, survey or repairs
145	shall be for the Charterers’ account and form part of the
---	---
146	Charter Period.
---	---
147	The Charterers shall also permit the Owners to inspect
---	---
148	the Vessel’s log books whenever reasonably requested and shall, as soon as practicably possible,
---	---
149	whenever required by the Owners furnish them with full
---	---
150	information regarding any casualties or other accidents
---	---
151	or damage to the Vessel.
---	---
152	9. Inventories, Oil and Stores See Clause 54
---	---

~~153 A complete inventory of the Vessel’s entire equipment,~~

~~154 outfit including spare parts, appliances and of all~~

~~155 consumable stores on board the Vessel shall be made~~

~~156 by the Charterers in conjunction with the Owners on~~

~~157 delivery and again on redelivery of the Vessel. The~~

~~158 Charterers and the Owners, respectively, shall at the~~

~~159 time of delivery and redelivery take over and pay for all~~

~~160 bunkers, lubricating oil, unbroached provisions, paints,~~

~~161 ropes and other consumable stores (excluding spare~~

~~162 parts) in the said Vessel at the then current market prices~~

~~163 at the ports of delivery and redelivery, respectively. The~~

~~164 Charterers shall ensure that all spare parts listed in the~~

~~165 inventory and used during the Charter Period are~~

~~166 replaced at their expense prior to redelivery of the~~

~~167 Vessel.~~

168	10. Maintenance and Operation
169	(a)(i)Maintenance and Repairs - During the Charter
---	---
170	Period the Vessel shall be in the full possession
---	---
171	and at the absolute disposal for all purposes of the
---	---
172	Charterers and under their complete control in
---	---
173	every respect. The Charterers shall maintain the
---	---
174	Vessel, her machinery, boilers, appurtenances and
---	---
175	spare parts in a good state of repair, in efficient
---	---
176	operating condition and in accordance with good
---	---
177	commercial maintenance practice and~~, except as~~
---	---

~~178 provided for in Clause 14(l)~~, if applicable, at their

179	own expense they shall at all times keep the
180	Vessel’s Class fully up to date with the Classification
---	---
181	Society indicated in Box 10 and maintain all other
---	---
182	necessary certificates in force at all times.
---	---

~~183 (ii)~~ ~~New Class and Other Safety Requirements - In the~~

~~184 event of any improvement, structural changes or~~

~~185 new equipment becoming necessary for the~~

~~186 continued operation of the Vessel by reason of new~~

~~187 class requirements or by compulsory legislation~~

~~188 costing (excluding the Charterers’ loss of time)~~

~~189 more than the percentage stated in Box 23, or if~~

~~190 Box 23 is left blank, 5 per cent. of the Vessel’s~~

~~191 insurance value as stated in Box 29, then the~~

~~192 extent, if any, to which the rate of hire shall be varied~~

~~193 and the ratio in which the cost of compliance shall~~

~~194 be shared between the parties concerned in order~~

~~195 to achieve a reasonable distribution thereof as~~

~~196 between the Owners and the Charterers having~~

~~197 regard, inter alia, to the length of the period~~

~~198 remaining under this Charter shall, in the absence~~

~~199 of agreement, be referred to the dispute resolution~~

~~200 method agreed in Clause 30.~~

201	(iii) Financial Security - The Charterers shall maintain
202	financial security or responsibility in respect of third
---	---
203	party liabilities as required by any government,
---	---
204	including federal, state or municipal or other division
---	---
205	or authority thereof, to enable the Vessel, without
---	---
206	penalty or charge, lawfully to enter, remain at, or
---	---
207	leave any port, place, territorial or contiguous
---	---
208	waters of any country, state or municipality in
---	---
209	performance of this Charter without any delay. This
---	---
210	obligation shall apply whether or not such
---	---
211	requirements have been lawfully imposed by such
---	---
212	government or division or authority thereof.
---	---
213	The Charterers shall make and maintain all arrange-
---	---
214	ments by bond or otherwise as may be necessary to
---	---
215	satisfy such requirements at the Charterers’ sole
---	---
216	expense and the Charterers shall indemnify the Owners
---	---
217	against all consequences whatsoever (including loss of
---	---
218	time) for any failure or inability to do so.
---	---
219	(b) Operation of the Vessel - The Charterers shall at
---	---
220	their own expense and by their own procurement man,
---	---
221	victual, navigate, operate, supply, fuel and, whenever
---	---
222	required, repair the Vessel during the Charter Period
---	---
223	and they shall pay all charges and expenses of every
---	---
224	kind and nature whatsoever incidental to their use and
---	---
225	operation of the Vessel under this Charter, including
---	---
226	annual flag State fees and any foreign general
---	---
227	municipality and/or state taxes. The Master, officers
---	---
228	and crew of the Vessel shall be the servants of the Charterers
---	---
229	for all purposes whatsoever, even if for any reason
---	---
230	appointed by the Owners.
---	---
231	Charterers shall comply with the regulations regarding
---	---
232	officers and crew in force in the country of the Vessel’s
---	---
233	flag or any other applicable law.
---	---
234	(c) The Charterers shall keep the Owners and the
---	---
235	mortgagee(s) advised of the intended employment,
---	---

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART II

BARECON 2001 Standard Bareboat Charter

236	planned dry-docking and major repairs of the Vessel,
237	as reasonably required.
---	---
238	(d) Flag and Name of Vessel – See Clauses 37 and 43~~During the Charter~~
---	---

~~239 Period, the Charterers shall have the liberty to paint the~~

~~240 Vessel in their own colours, install and display their~~

~~241 funnel insignia and fly their own house flag. The~~

~~242 Charterers shall also have the liberty, with the Owners’~~

~~243 consent, which shall not be unreasonably withheld, to~~

~~244 change the flag and/or the name of the Vessel during~~

~~245 the Charter Period. Painting and re-painting, instalment~~

~~246 and re-instalment, registration and re-registration, if~~

~~247 required by the Owners, shall be at the Charterers’ 248 expense and time.~~

249	(e) Changes to the Vessel – See Clause 38~~Subject to Clause 10(a)(ii),~~

~~250 the Charterers shall make no structural changes in the~~

~~251 Vessel or changes in the machinery, boilers, appurten-~~

~~252 ances or spare parts thereof without in each instance~~

~~253 first securing the Owners’ approval thereof. If the Owners~~

~~254 so agree, the Charterers shall, if the Owners so require,~~

~~255 restore the Vessel to its former condition before the~~

~~256~~ ~~termination of this Charter.~~

257	(f) Use of the Vessel’s Outfit, Equipment and
258	Appliances - The Charterers shall have the use of all
---	---
259	outfit, equipment, and appliances on board the Vessel
---	---
260	at the time of delivery, provided the same or their
---	---
261	substantial equivalent shall be returned to the Owners
---	---
262	on redelivery, if such is required under the Charter, in <br><br> <br>substantially the same ~~good order and~~ condition as
---	---
263	when received, ordinary wear and tear excepted. The
---	---
264	Charterers shall from time to time during the Charter
---	---
265	Period replace such items of equipment as shall be so
---	---
266	damaged or worn as to be unfit for use. The Charterers
---	---
267	are to procure that all repairs to or replacement of any
---	---
268	damaged, worn or lost parts or equipment be effected
---	---
269	in such manner (both as regards workmanship and
---	---
270	quality of materials) as not to diminish the value of the
---	---

271 Vessel. ~~The Charterers have the right to fit additional~~

~~272 equipment at their expense and risk but the Charterers~~

~~273 shall remove such equipment at the end of the period if~~

~~274 requested by the Owners.~~ Any equipment including radio

275	equipment on hire on the Vessel at time of delivery shall
276	be kept and maintained by the Charterers~~and the~~
---	---

~~277 Charterers shall assume the obligations and liabilities~~

~~278 of the Owners under any lease contracts in connection~~

~~279 therewith and shall reimburse the Owners for all~~

~~280 expenses incurred in connection therewith, also for any~~

~~281 new equipment required in order to comply with radio~~

~~282 regulations~~.

283	(g) Periodical Dry-Docking - The Charterers shall dry-
284	dock the Vessel and clean and paint her underwater
---	---
285	parts whenever the same may be necessary.~~, but not~~
---	---

~~286 less than once during the period stated in Box 19 or, if~~

~~287 Box 19 has been left blank, every sixty (60) calendar~~

~~288 months after delivery or such other period as may be~~

~~289 required by the Classification Society or flag State.~~

290	11. Hire See Clauses 35 and 36

~~291 (a)~~ ~~The Charterers shall pay hire due to the Owners~~

~~292 punctually in accordance with the terms of this Charter~~

~~293 in respect of which time shall be of the essence.~~

~~294~~ ~~(b)~~ ~~The Charterers shall pay to the Owners for the hire~~

~~295 of the Vessel a lump sum in the amount indicated in~~

~~296 Box 22 which shall be payable not later than every thirty~~

~~297 (30) running days in advance, the first lump sum being~~

~~298 payable on the date and hour of the Vessel’s delivery to~~

~~299 the Charterers. Hire shall be paid continuously~~

~~300~~ ~~throughout the Charter Period.~~

301	(c) Payment of hire shall be made in cash without
302	discount in the currency and in the manner indicated in
---	---
303	Box 25 and at the place mentioned in Box 26.
---	---

~~304~~ ~~(d)~~ ~~Final payment of hire, if for a period of less than~~

~~305~~ ~~thirty (30) running days, shall be calculated proportionally~~

~~306 according to the number of days and hours remaining~~ ~~~~

~~307 before redelivery and advance payment to be effected~~

~~308 accordingly.~~

~~309~~ ~~(e)~~ ~~Should the Vessel be lost or missing, hire shall~~

~~310~~ ~~cease from the date and time when she was lost or last~~

~~311 heard of. The date upon which the Vessel is to be treated~~

~~312 as lost or missing shall be ten (10) days after the Vessel~~

~~313 was last reported or when the Vessel is posted as~~

~~314 missing by Lloyd’s, whichever occurs first. Any hire paid~~

~~315 in advance to be adjusted accordingly.~~

~~316~~ ~~(f)~~ ~~Any delay in payment of hire shall entitle the~~

~~317 Owners to interest at the rate per annum as agreed~~

~~318 in Box 24. If Box 24 has not been filled in, the three months~~

~~319 Interbank offered rate in London (LIBOR or its successor)~~

~~320 for the currency stated in Box 25, as quoted by the British~~

~~321 Bankers’ Association (BBA) on the date when the hire~~ ~~~~

~~322 fell due, increased by 2 per cent., shall apply.~~

~~323~~ ~~(g)~~ ~~Payment of interest due under sub-clause 11(f)~~

~~324~~ ~~shall be made within seven (7) running days of the date~~

~~325 of the Owners’ invoice specifying the amount payable~~

~~326 or, in the absence of an invoice, at the time of the next~~

~~327 hire payment date.~~

328	12. Mortgage See Clause 44

~~329 (only to apply if Box 28 has been appropriately filled in)~~

~~330~~ ~~*)~~~~(a)~~ ~~The Owners warrant that they have not effected~~

~~331 any mortgage(s) of the Vessel and that they shall not~~

~~332 effect any mortgage(s) without the prior consent of the~~

~~333 Charterers, which shall not be unreasonably withheld.~~

~~334~~ ~~*) (b)~~ ~~The Vessel chartered under this Charter is financed~~

~~335 by a mortgage according to the Financial Instrument.~~

~~336 The Charterers undertake to comply, and provide such~~

~~337 information and documents to enable the Owners to~~

~~338 comply, with all such instructions or directions in regard~~

~~339 to the employment, insurances, operation, repairs and 340 maintenance of the Vessel as laid down in the Financial~~

~~341 Instrument or as may be directed from time to time during 342 the currency of the Charter by the mortgagee(s) in~~

~~343 conformity with the Financial Instrument. The Charterers~~

~~344 confirm that, for this purpose, they have acquainted~~

~~345 themselves with all relevant terms, conditions and~~

~~346 provisions of the Financial Instrument and agree to~~

~~347 acknowledge this in writing in any form that may be~~

~~348 required by the mortgagee(s). The Owners warrant that~~

~~349 they have not effected any mortgage(s) other than stated~~

~~350 in Box 28 and that they shall not agree to any~~

~~351 amendment of the mortgage(s) referred to in Box 28 or~~

~~352 effect any other mortgage(s) without the prior consent~~

~~353 of the Charterers, which shall not be unreasonably~~

~~354~~ ~~withheld.~~

~~355~~ ~~*)~~ ~~(Optional, Clauses 12(a) and 12(b) are alternatives;~~

~~356~~ ~~indicate alternative agreed in Box 28).~~

357	13. Insurance and Repairs See also Clause 40

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART II

BARECON 2001 Standard Bareboat Charter

358	(a) Subject to and without prejudice to the provisions of Clause 40, ~~D~~during the Charter Period the Vessel shall be kept
359	insured by the Charterers at their expense against hull
---	---
360	and machinery, war and Protection and Indemnity risks
---	---
361	(and any risks against which it is compulsory to insure
---	---
362	for the operation of the Vessel, including maintaining
---	---
363	financial security in accordance with sub-clause
---	---
364	10(a)(iii)) in such form as the Owners shall in writing
---	---
365	approve, which approval shall not be un-reasonably
---	---
366	withheld. Such insurances shall be arranged by the
---	---
367	Charterers to protect the interests of both the Owners
---	---
368	and the Charterers and the mortgagee(s) (if any), and
---	---
369	The Charterers shall be at liberty to protect under such
---	---
370	insurances the interests of any managers they may
---	---
371	appoint. Insurance policies shall cover the Owners and
---	---
372	the Charterers according to their respective interests.
---	---

~~373 Subject to the provisions of the Financial Instrument, if~~

~~374 any, and the approval of the Owners and the insurers,~~

~~375 the Charterers shall effect all insured repairs and shall~~

~~376 undertake settlement and reimbursement from the~~

~~377 insurers of all costs in connection with such repairs as~~

~~378 well as insured charges, expenses and liabilities to the~~

~~379 extent of coverage under the insurances herein provided~~

~~380 for.~~

381	The Charterers also to remain responsible for and to
382	effect repairs and settlement of costs and expenses
---	---
383	incurred thereby in respect of all other repairs not
---	---
384	covered by the insurances and/or not exceeding any
---	---
385	possible franchise(s) or deductibles provided for in the
---	---
386	insurances.
---	---
387	All time used for repairs under the provisions of sub-
---	---
388	clause 13(a) and for repairs of latent defects according
---	---
389	to Clause 3(c) above, including any deviation, shall be
---	---
390	for the Charterers’ account.
---	---

391 (b) ~~If the conditions of the above insurances permit~~

~~392 additional insurance to be placed by the parties, such~~

~~393 cover shall be limited to the amount for each party set~~

~~394 out in Box 30 and Box 31, respectively.~~ The Owners or

395	the Charterers as the case may be shall immediately
396	furnish the other party with particulars of any additional
---	---
397	insurance effected, including copies of any cover notes
---	---
398	or policies and the written consent of the insurers of
---	---
399	any such required insurance in any case where the
---	---
400	consent of such insurers is necessary.
---	---
401	(c) The Charterers shall upon the request of the
---	---
402	Owners, provide information and promptly execute such
---	---
403	documents as may be reasonably required to enable the Owners to
---	---
404	comply with the insurance provisions of the Financial
---	---
405	Instrument. Cost and time, if any, for Owners' account.
---	---

~~406 (d)~~ ~~Subject to the provisions of the Financial Instru-~~

~~407 ment, if any, should the Vessel become an actual,~~ ~~~~

~~408 constructive, compromised or agreed total loss under~~

~~409 the insurances required under sub-clause 13(a), all~~

~~410 insurance payments for such loss shall be paid to the~~

~~411 Owners who shall distribute the moneys between the~~

~~412 Owners and the Charterers according to their respective~~

~~413 interests. The Charterers undertake to notify the Owners~~

~~414 and the mortgagee(s), if any, of any occurrences in~~

~~415 consequence of which the Vessel is likely to become a~~

~~416 total loss as defined in this Clause.~~See Clause 40

417	(e) The Owners shall upon the request of the

418 Charterers, promptly execute such documents as may

419	be required to enable the Charterers to abandon the
420	Vessel to insurers and claim a constructive total loss.
---	---

~~421 (f)~~ ~~For the purpose of insurance coverage against hull~~

~~422 and machinery and war risks under the provisions of~~

~~423 sub-clause 13(a), the value of the Vessel is the sum~~

~~424 indicated in Box 29.~~See Clause 40.

425 14. Insurance, Repairs and Classification

~~426~~ ~~(Optional, only to apply if expressly agreed and stated~~

~~427~~ ~~in Box 29, in which event Clause 13 shall be considered~~

~~428~~ ~~deleted).~~

~~429~~ ~~(a)~~ ~~During the Charter Period the Vessel shall be kept~~

~~430 insured by the Owners at their expense against hull and~~

~~431 machinery and war risks under the form of policy or~~ ~~~~

~~432 policies attached hereto. The Owners and/or insurers~~

~~433 shall not have any right of recovery or subrogation~~

~~434 against the Charterers on account of loss of or any~~

~~435 damage to the Vessel or her machinery or appurt-~~

~~436 enances covered by such insurance, or on account of~~

~~437 payments made to discharge claims against or liabilities~~

~~438 of the Vessel or the Owners covered by such insurance.~~

~~439 Insurance policies shall cover the Owners and the~~

~~440 Charterers according to their respective interests.~~

~~441~~ ~~(b)~~ ~~During the Charter Period the Vessel shall be kept~~

~~442 insured by the Charterers at their expense against 443 Protection and Indemnity risks (and any risks against~~

~~444 which it is compulsory to insure for the operation of the~~

~~445 Vessel, including maintaining financial security in~~

~~446 accordance with sub-clause 10(a)(iii)) in such form as~~

~~447 the Owners shall in writing approve which approval shall~~

~~448 not be unreasonably withheld.~~

~~449~~ ~~(c)~~ ~~In the event that any act or negligence of the~~

~~450 Charterers shall vitiate any of the insurance herein~~

~~451 provided, the Charterers shall pay to the Owners all~~

~~452 losses and indemnify the Owners against all claims and~~

~~453 demands which would otherwise have been covered by~~

~~454 such insurance.~~

~~455~~ ~~(d)~~ ~~The Charterers shall, subject to the approval of the~~

~~456 Owners or Owners’ Underwriters, effect all insured~~

~~457 repairs, and the Charterers shall undertake settlement~~

~~458 of all miscellaneous expenses in connection with such~~

~~459 repairs as well as all insured charges, expenses and~~

~~460 liabilities, to the extent of coverage under the insurances 461 provided for under the provisions of sub-clause 14(a).~~

~~462 The Charterers to be secured reimbursement through~~

~~463 the Owners’ Underwriters for such expenditures upon~~

~~464 presentation of accounts.~~

~~465~~ ~~(e)~~ ~~The Charterers to remain responsible for and to~~

~~466 effect repairs and settlement of costs and expenses~~

~~467 incurred thereby in respect of all other repairs not~~ ~~~~

~~468 covered by the insurances and/or not exceeding any~~

~~469 possible franchise(s) or deductibles provided for in the~~

~~470 insurances.~~

~~471~~ ~~(f)~~ ~~All time used for repairs under the provisions of~~

~~472 sub-clauses 14(d) and 14(e) and for repairs of latent 473 defects according to Clause 3 above, including any~~

~~474 deviation, shall be for the Charterers’ account and shall 475 form part of the Charter Period.~~

~~476 The Owners shall not be responsible for any expenses~~

~~477 as are incident to the use and operation of the Vessel~~

~~478 for such time as may be required to make such repairs.~~

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART II

BARECON 2001 Standard Bareboat Charter

~~479~~ ~~(g)~~ ~~If the conditions of the above insurances permit~~

~~480 additional insurance to be placed by the parties such~~

~~481 cover shall be limited to the amount for each party set~~

~~482 out in Box 30 and Box 31, respectively. The Owners or 483 the Charterers as the case may be shall immediately~~

~~484 furnish the other party with particulars of any additional~~

~~485 insurance effected, including copies of any cover notes~~

~~486 or policies and the written consent of the insurers of~~

~~487 any such required insurance in any case where the~~

~~488 consent of such insurers is necessary.~~

~~489~~ ~~(h)~~ ~~Should the Vessel become an actual, constructive,~~

~~490 compromised or agreed total loss under the insurances~~

~~491 required under sub-clause 14(a), all insurance payments~~

~~492 for such loss shall be paid to the Owners, who shall~~

~~493 distribute the moneys between themselves and the~~

~~494 Charterers according to their respective interests.~~

~~495~~ ~~(i)~~ ~~If the Vessel becomes an actual, constructive,~~

~~496 compromised or agreed total loss under the insurances~~

~~497 arranged by the Owners in accordance with sub-clause~~

~~498 14(a), this Charter shall terminate as of the date of such~~

~~499 loss.~~

~~500~~ ~~(j)~~ ~~The Charterers shall upon the request of the~~

~~501 Owners, promptly execute such documents as may be~~

~~502 required to enable the Owners to abandon the Vessel~~

~~503 to the insurers and claim a constructive total loss.~~

~~504~~ ~~(k)~~ ~~For the purpose of insurance coverage against hull~~

~~505 and machinery and war risks under the provisions of~~

~~506 sub-clause 14(a), the value of the Vessel is the sum~~

~~507 indicated in Box 29.~~

~~508~~ ~~(l)~~ ~~Notwithstanding anything contained in sub-clause~~

~~509 10(a), it is agreed that under the provisions of Clause~~

~~510 14, if applicable, the Owners shall keep the Vessel’s~~

~~511 Class fully up to date with the Classification Society~~

~~512 indicated in Box 10 and maintain all other necessary~~

~~513 certificates in force at all times.~~

514 15. Redelivery See Clause 42(b)

~~515 At the expiration of the Charter Period the Vessel shall~~

~~516 be redelivered by the Charterers to the Owners at a~~

~~517 safe and ice-free port or place as indicated in Box 16, in~~

~~518 such ready safe berth as the Owners may direct. The~~

~~519 Charterers shall give the Owners not less than thirty~~

~~520 (30) running days’ preliminary notice of expected date,~~

~~521 range of ports of redelivery or port or place of redelivery 522 and not less than fourteen (14) running days’ definite~~

~~523 notice of expected date and port or place of redelivery.~~

~~524 Any changes thereafter in the Vessel’s position shall be~~

~~525 notified immediately to the Owners.~~

~~526 The Charterers warrant that they will not permit the~~

~~527 Vessel to commence a voyage (including any preceding~~

~~528 ballast voyage) which cannot reasonably be expected~~

~~529 to be completed in time to allow redelivery of the Vessel~~

~~530 within the Charter Period. Notwithstanding the above,~~

~~531 should the Charterers fail to redeliver the Vessel within~~

~~532 The Charter Period, the Charterers shall pay the daily~~ ~~~~

~~533 equivalent to the rate of hire stated in Box 22 plus 10~~ ~~~~

~~534 per cent. or to the market rate, whichever is the higher,~~

~~535 for the number of days by which the Charter Period is~~

~~536 exceeded. All other terms, conditions and provisions of~~

~~537 this Charter shall continue to apply.~~

~~538 Subject to the provisions of Clause 10, the Vessel shall~~

~~539 be redelivered to the Owners in the same or as good~~

~~540 structure, state, condition and class as that in which she~~

~~541 was delivered, fair wear and tear not affecting class 542 excepted.~~

~~543 The Vessel upon redelivery shall have her survey cycles~~

~~544 up to date and trading and class certificates valid for at~~

~~545 least the number of months agreed in Box 17.~~

546	16. Non-Lien Also see Clause 47
547	The Charterers will not suffer, nor permit to be continued,
---	---
548	any lien or encumbrance incurred by them or their
---	---
549	agents, which might have priority over the title and
---	---
550	interest of the Owners in the Vessel. ~~The Charterers~~
---	---

~~551 further agree to fasten to the Vessel in a conspicuous~~

~~552 place and to keep so fastened during the Charter Period~~

~~553 a notice reading as follows:~~

~~554 “This Vessel is the property of (name of Owners). It is~~

~~555 under charter to (name of Charterers) and by the terms 556 of the Charter Party neither the Charterers nor the~~

~~557 Master have any right, power or authority to create, incur~~

~~558 or permit to be imposed on the Vessel any lien~~

~~559~~	~~whatsoever.”~~
560	17. Indemnity
---	---
561	(a) The Charterers shall indemnify the Owners against
---	---
562	any loss, damage or expense incurred by the Owners
---	---
563	arising out of or in relation to the operation of the Vessel
---	---
564	by the Charterers, and against any lien of whatsoever
---	---
565	nature arising out of an event occurring during the
---	---
566	Charter Period. If the Vessel be arrested or otherwise
---	---
567	detained by reason of claims or liens arising out of her
---	---
568	operation hereunder by the Charterers, the Charterers
---	---
569	shall at their own expense take all reasonable steps to
---	---
570	secure that within a reasonable time the Vessel is
---	---
571	released, including the provision of bail.
---	---
572	Without prejudice to the generality of the foregoing, the
---	---
573	Charterers agree to indemnify the Owners against all
---	---
574	consequences or liabilities arising from the Master,
---	---
575	officers or agents signing Bills of Lading or other
---	---
576	documents.
---	---
577	(b) If the Vessel be arrested or otherwise detained by
---	---
578	reason of a claim or claims against the Owners, the
---	---
579	Owners shall at their own expense take all necessarry <br><br> <br>~~reasonable~~
---	---
580	steps to promptly and as soon as possible secure that ~~within a reasonable time~~ the Vessel
---	---
581	is released, including the provision of bail.
---	---
582	In such circumstances the Owners shall indemnify the
---	---
583	Charterers against any loss, damage or expense
---	---
584	incurred by the Charterers (including hire paid under
---	---
585	this Charter) as a direct consequence of such arrest or
---	---
586	detention.
---	---
587	18. Lien
---	---
588	The Owners to have a lien upon all cargoes, sub-hires
---	---
589	and sub-freights belonging or due to the Charterers or
---	---
590	any sub-charterers and any Bill of Lading freight for all
---	---
591	claims under this Charter, and the Charterers to have a
---	---
592	lien on the Vessel for all moneys paid in advance and
---	---
593	not earned.
---	---
594	19. Salvage
---	---
595	All salvage and towage performed by the Vessel shall
---	---
596	be for the Charterers’ benefit and the cost of repairing
---	---
597	damage occasioned thereby shall be borne by the
---	---
598	Charterers.
---	---
599	20. Wreck Removal
---	---
600	In the event of the Vessel becoming a wreck or
---	---
601	obstruction to navigation the Charterers shall indemnify
---	---

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART II

BARECON 2001 Standard Bareboat Charter

602	the Owners against any sums whatsoever which the 603 Owners shall become liable to pay and shall pay in 604 consequence of the Vessel becoming a wreck or 605 obstruction to navigation.
606	21. General Average
---	---
607	The Owners shall not contribute to General Average.
---	---
608	22. Assignment, Sub-Charter and Sale
---	---
609	(a) The Charterers shall not assign this Charter nor
---	---
610	sub-charter the Vessel on a bareboat basis except with
---	---
611	the prior consent in writing of the Owners, which shall
---	---
612	not be unreasonably withheld or delayed, and subject to such terms
---	---
613	and conditions as the Owners shall reasonably approve.
---	---
614	(b) The Owners shall not sell the Vessel during the 615 currency of this Charter except with the prior written
---	---
616	consent of the Charterers, ~~which shall not be unreason-~~
---	---

~~617 ably withheld,~~ and subject to the buyer accepting an

618	assignment of this Charter.<br><br> <br><br><br> <br>Subject to the terms and conditions set out in Clause 44 and provided that the Charterers receive a Letter of Quiet Enjoyment in the format attached<br> hereto as Annex 5, the Owners shall have the right to assign the Bareboat Charter Party, Charter hire and the Vessel's insurance to their financiers for security purposes. All cost and time, if<br> any, to be for Owners' account.
619	23. Contracts of Carriage
---	---
620	*) (a) The Charterers are to procure that all documents
---	---
621	issued during the Charter Period evidencing the terms
---	---
622	and conditions agreed in respect of carriage of goods
---	---
623	shall contain a paramount clause incorporating any
---	---
624	legislation relating to carrier’s liability for cargo
---	---
625	compulsorily applicable in the trade; if no such legislation
---	---
626	exists, the documents shall incorporate the Hague-Visby
---	---
627	Rules. The documents shall also contain the New Jason
---	---
628	Clause and the Both-to-Blame Collision Clause.
---	---

~~629~~ ~~*) (b)~~ ~~The Charterers are to procure that all passenger~~

~~630 tickets issued during the Charter Period for the carriage~~

~~631 of passengers and their luggage under this Charter shall~~

~~632 contain a paramount clause incorporating any legislation~~

~~633 relating to carrier’s liability for passengers and their~~

~~634 luggage compulsorily applicable in the trade; if no such~~

~~635 legislation exists, the passenger tickets shall incorporate~~

~~636 the Athens Convention Relating to the Carriage of~~

~~637 Passengers and their Luggage by Sea, 1974, and any~~

~~638 protocol thereto.~~

~~639~~ ~~*)~~ ~~Delete as applicable.~~

640 24. Bank Guarantee

~~641~~ ~~(Optional, only to apply if Box 27 filled in)~~

~~642 The Charterers undertake to furnish, before delivery of~~

~~643 the Vessel, a first class bank guarantee or bond in the~~

~~644 sum and at the place as indicated in Box 27 as guarantee~~

~~645 for full performance of their obligations under this~~

~~646 Charter~~.

647	25. Requisition/Acquisition Also see Clause 40
648	(a) In the event of the Requisition for Hire of the Vessel
---	---
649	by any governmental or other competent authority
---	---
650	(hereinafter referred to as “Requisition for Hire”)
---	---
651	irrespective of the date during the Charter Period when
---	---
652	“Requisition for Hire” may occur and irrespective of the
---	---
653	length thereof and whether or not it be for an indefinite
---	---
654	or a limited period of time, and irrespective of whether it
---	---
655	may or will remain in force for the remainder of the
---	---
656	Charter Period, this Charter shall not be deemed thereby
---	---
657	or thereupon to be frustrated or otherwise terminated
---	---
658	and the Charterers shall continue to pay the stipulated
---	---
659	hire in the manner provided by this Charter until the time
---	---
660	when the Charter would have terminated pursuant to
---	---
661	any of the provisions hereof always provided however
---	---
662	that if all hire has been paid by the Charterers<br><br> <br>hereunder, then in the event of “Requisition for Hire” any Requisition
---	---
663	Hire or compensation is received ~~or receivable~~ by the
---	---
664	Owners, then the same shall be payable to the Charterers during the
---	---
665	remainder of the Charter Period or the period of the
---	---
666	“Requisition for Hire” whichever be the shorter.
---	---
667	(b) In the event of the Owners being deprived of their
---	---
668	ownership in the Vessel by any Compulsory Acquisition
---	---
669	of the Vessel or requisition for title by any governmental
---	---
670	or other competent authority (hereinafter referred to as
---	---
671	“Compulsory Acquisition”), then, irrespective of the date
---	---
672	during the Charter Period when “Compulsory Acqui-
---	---
673	sition” may occur, this Charter shall be deemed 674 terminated as of the date of such “Compulsory
---	---
675	Acquisition”. In such event Charter Hire to be considered
---	---
676	as earned and to be paid up to the date and time of
---	---
677	such “Compulsory Acquisition”.
---	---
678	26. War Also see Clause 53
---	---
679	(a) For the purpose of this Clause, the words “War
---	---
680	Risks” shall include any war (whether actual or
---	---
681	threatened), act of war, civil war, hostilities, revolution,
---	---
682	rebellion, civil commotion, warlike operations, the laying
---	---
683	of mines (whether actual or reported), acts of piracy,
---	---
684	acts of terrorists, acts of hostility or malicious damage,
---	---
685	blockades (whether imposed against all vessels or
---	---
686	imposed selectively against vessels of certain flags or
---	---
687	ownership, or against certain cargoes or crews or
---	---
688	otherwise howsoever), by any person, body, terrorist or
---	---
689	political group, or the Government of any state
---	---
690	whatsoever, which may be dangerous or are likely to be
---	---
691	or to become dangerous to the Vessel, her cargo, crew
---	---
692	or other persons on board the Vessel.
---	---

~~693~~ ~~(b)~~ ~~The Vessel, unless the written consent of the~~

~~694 Owners be first obtained, shall not continue to or go~~

~~695 through any port, place, area or zone (whether of land~~

~~696 or sea), or any waterway or canal, where it reasonably~~

~~697 appears that the Vessel, her cargo, crew or other~~

~~698 persons on board the Vessel, in the reasonable~~

~~699 judgement of the Owners, may be, or are likely to be,~~

~~700 exposed to War Risks. Should the Vessel be within any~~

~~701 such place as aforesaid, which only becomes danger-~~

~~702 ous, or is likely to be or to become dangerous, after her~~

~~703 entry into it, the Owners shall have the right to require~~

~~704 the Vessel to leave such area.~~

705	(c) The Vessel shall not load contraband cargo, or to
706	pass through any blockade, whether such blockade be
---	---
707	imposed on all vessels, or is imposed selectively in any
---	---
708	way whatsoever against vessels of certain flags or
---	---
709	ownership, or against certain cargoes or crews or
---	---
710	otherwise howsoever, or to proceed to an area where
---	---
711	she shall be subject, or is likely to be subject to
---	---
712	a belligerent’s right of search and/or confiscation.
---	---

~~713~~ ~~(d)~~ ~~If the insurers of the war risks insurance, when~~

~~714 Clause 14 is applicable, should require payment of~~

~~715 premiums and/or calls because, pursuant to the~~

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART II

BARECON 2001 Standard Bareboat Charter

~~716 Charterers’ orders, the Vessel is within, or is due to enter~~

~~717 and remain within, any area or areas which are specified~~

~~718 by such insurers as being subject to additional premiums~~

~~719 because of War Risks, then such premiums and/or calls~~

~~720 shall be reimbursed by the Charterers to the Owners at~~

~~721 the same time as the next payment of hire is due.~~

722	(e) The Charterers shall have the liberty:
723	(i) to comply with all orders, directions, recommend-
---	---
724	ations or advice as to departure, arrival, routes,
---	---
725	sailing in convoy, ports of call, stoppages,
---	---
726	destinations, discharge of cargo, delivery, or in any
---	---
727	other way whatsoever, which are given by the
---	---
728	Government of the Nation under whose flag the
---	---
729	Vessel sails, or any other Government, body or
---	---
730	group whatsoever acting with the power to compel
---	---
731	compliance with their orders or directions;
---	---
732	(ii) to comply with the orders, directions or recom-
---	---
733	mendations of any war risks underwriters who have
---	---
734	the authority to give the same under the terms of
---	---
735	the war risks insurance;
---	---
736	(iii) to comply with the terms of any resolution of the
---	---
737	Security Council of the United Nations, any
---	---
738	directives of the European Community, the effective
---	---
739	orders of any other Supranational body which has
---	---
740	the right to issue and give the same, and with
---	---
741	national laws aimed at enforcing the same to which
---	---
742	the Owners are subject, and to obey the orders
---	---
743	and directions of those who are charged with their
---	---
744	enforcement.
---	---

~~745~~ ~~(f)~~ ~~In the event of outbreak of war (whether there be a~~

~~746 declaration of war or not) (i) between any two or more~~

~~747 of the following countries: the United States of America;~~

~~748 Russia; the United Kingdom; France; and the People’s~~

~~749 Republic of China, (ii) between any two or more of the~~

~~750 countries stated in Box 36, both the Owners and the~~ ~~~~

~~751 Charterers shall have the right to cancel this Charter,~~

~~752 whereupon the Charterers shall redeliver the Vessel to~~

~~753 the Owners in accordance with Clause 15, if the Vessel~~

~~754 has cargo on board after discharge thereof at~~

~~755 destination, or if debarred under this Clause from~~ ~~~~

~~756 reaching or entering it at a near, open and safe port as~~

~~757 directed by the Owners, or if the Vessel has no cargo~~

~~758 on board, at the port at which the Vessel then is or if at~~

~~759 sea at a near, open and safe port as directed by the~~ ~~~~

~~760 Owners. In all cases hire shall continue to be paid in~~

~~761 accordance with Clause 11 and except as aforesaid all~~

~~762 other provisions of this Charter shall apply until~~

~~763 redelivery.~~

764	27. Commission

~~765 The Owners to pay a commission at the rate indicated~~

~~766 in Box 33 to the Brokers named in Box 33 on any hire~~

~~767 paid under the Charter. If no rate is indicated in Box 33,~~

~~768 the commission to be paid by the Owners shall cover~~

~~769 the actual expenses of the Brokers and a reasonable~~

~~770 fee for their work.~~

~~771 If the full hire is not paid owing to breach of the Charter~~

~~772 by either of the parties the party liable therefor shall~~

~~773 indemnify the Brokers against their loss of commission.~~

~~774 Should the parties agree to cancel the Charter, the~~

~~775 Owners shall indemnify the Brokers against any loss of~~

~~776 commission but in such case the commission shall not~~

~~777 exceed the brokerage on one year’s hire~~.

778	28. Termination
779	(a) Charterers’ Default See Clauses 41 and 42
---	---

~~780 The Owners shall be entitled to withdraw the Vessel from~~

~~781 the service of the Charterers and terminate the Charter~~

~~782 with immediate effect by written notice to the Charterers if:~~

~~783~~ ~~(i)~~ ~~the Charterers fail to pay hire in accordance with~~

~~784 Clause 11. However, where there is a failure to~~

~~785 make punctual payment of hire due to oversight, 786 negligence, errors or omissions on the part of the~~

~~787 Charterers or their bankers, the Owners shall give~~

~~788 the Charterers written notice of the number of clear~~

~~789 banking days stated in Box 34 (as recognised at~~

~~790 the agreed place of payment) in which to rectify~~

~~791 the failure, and when so rectified within such~~

~~792 number of days following the Owners’ notice, the~~

~~793 payment shall stand as regular and punctual.~~

~~794 Failure by the Charterers to pay hire within the~~ ~~~~

~~795 number of days stated in Box 34 of their receiving~~

~~796 the Owners’ notice as provided herein, shall entitle~~

~~797 the Owners to withdraw the Vessel from the service~~

~~798 of the Charterers and terminate the Charter without~~

~~799 further notice;~~

~~800~~ ~~(ii)~~ ~~the Charterers fail to comply with the requirements of:~~

~~801~~ ~~(1)~~ ~~Clause 6 (Trading Restrictions)~~

~~802~~ ~~(2)~~ ~~Clause 13(a) (Insurance and Repairs)~~

~~803 provided that the Owners shall have the option, by~~

~~804 written notice to the Charterers, to give the~~

~~805 Charterers a specified number of days grace within~~

~~806 which to rectify the failure without prejudice to the~~

~~807 Owners’ right to withdraw and terminate under this~~

~~808 Clause if the Charterers fail to comply with such~~ ~~809 notice;~~

~~810~~ ~~(iii)~~ ~~the Charterers fail to rectify any failure to comply~~

~~811 with the requirements of sub-clause 10(a)(i)~~

~~812 (Maintenance and Repairs) as soon as practically~~

~~813 possible after the Owners have requested them in~~

~~814 writing so to do and in any event so that the Vessel’s~~

~~815 insurance cover is not prejudiced.~~

816	(b) Owners’ Default See also Clause 41(b)
817	If the Owners shall by any act or omission be in breach
---	---
818	of their obligations under this Charter to the extent that
---	---
819	the Charterers are deprived of the use of the Vessel
---	---
820	and such breach continues for a period of fourteen (14)
---	---
821	running days after written notice thereof has been given
---	---
822	by the Charterers to the Owners, the Charterers shall
---	---
823	be entitled to terminate this Charter with immediate effect
---	---
824	by written notice to the Owners.
---	---
825	(c) Loss of Vessel See Clause 40 (d)/(e)
---	---

~~826 This Charter shall be deemed to be terminated if the~~

~~827 Vessel becomes a total loss or is declared as a~~

~~828 constructive or compromised or arranged total loss. For~~

~~829 the purpose of this sub-clause, the Vessel shall not be~~ ~~~~

~~830 deemed to be lost unless she has either become an~~

~~831 actual total loss or agreement has been reached with~~

~~832 her underwriters in respect of her constructive,~~

~~833 compromised or arranged total loss or if such agreement~~

~~834 with her underwriters is not reached it is adjudged by a~~

~~835 competent tribunal that a constructive loss of the Vessel 836 has occurred.~~

837	(d) Either party shall be entitled to terminate this
838	Charter with immediate effect by written notice to the
---	---
839	other party in the event of an order being made or
---	---
840	resolution passed for the winding up, dissolution,
---	---

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART II

BARECON 2001 Standard Bareboat Charter

841	liquidation or bankruptcy of the other party (otherwise
842	than for the purpose of reconstruction or amalgamation)
---	---
843	or if a receiver is appointed, or if it suspends payment,
---	---
844	ceases to carry on business or makes any special
---	---
845	arrangement or composition with its creditors. See Clause 41
---	---
846	(e) The termination of this Charter shall be without
---	---
847	prejudice to all rights accrued due between the parties
---	---
848	prior to the date of termination and to any claim that
---	---
849	either party might have.
---	---
850	29. Repossession
---	---
851	In the event of the termination of this Charter in
---	---
852	accordance with the applicable provisions of Clauses 28, 41 and 42,
---	---
853	the Owners shall have the right to repossess the Vessel
---	---
854	from the Charterers at her current or next port of call, or
---	---
855	at a port or place convenient to them without hindrance
---	---
856	or interference by the Charterers, courts or local
---	---
857	authorities. Pending physical repossession of the Vessel
---	---
858	in accordance with this Clause 29, the Charterers shall
---	---
859	hold the Vessel as gratuitous bailee only to the Owners.
---	---
860	The Owners shall arrange for an authorised represent-
---	---
861	ative to board the Vessel as soon as reasonably
---	---
862	practicable following the termination of the Charter. The
---	---
863	Vessel shall be deemed to be repossessed by the
---	---
864	Owners from the Charterers upon the boarding of the
---	---
865	Vessel by the Owners’ representative. All arrangements
---	---
866	and expenses relating to the settling of wages,
---	---
867	disembarkation and repatriation of the Charterers’
---	---
868	Master, officers and crew shall be the sole responsibility
---	---
869	of the Charterers.
---	---
870	30. Dispute Resolution
---	---
871	*) (a) This Contract shall be governed by and construed
---	---
872	in accordance with English law and any dispute arising
---	---
873	out of or in connection with this Contract shall be referred
---	---
874	to arbitration in London in accordance with the Arbitration
---	---
875	Act 1996 or any statutory modification or re-enactment
---	---
876	thereof save to the extent necessary to give effect to
---	---
877	the provisions of this Clause.
---	---
878	The arbitration shall be conducted in accordance with
---	---
879	the London Maritime Arbitrators Association (LMAA)
---	---
880	Terms current at the time when the arbitration proceed-
---	---
881	ings are commenced.
---	---
882	The reference shall be to three arbitrators. A party
---	---
883	wishing to refer a dispute to arbitration shall appoint its
---	---
884	arbitrator and send notice of such appointment in writing
---	---
885	to the other party requiring the other party to appoint its
---	---
886	own arbitrator within 14 calendar days of that notice and
---	---
887	stating that it will appoint its arbitrator as sole arbitrator
---	---
888	unless the other party appoints its own arbitrator and
---	---
889	gives notice that it has done so within the 14 days
---	---
890	specified. If the other party does not appoint its own
---	---
891	arbitrator and give notice that it has done so within the
---	---
892	14 days specified, the party referring a dispute to
---	---
893	arbitration may, without the requirement of any further
---	---
894	prior notice to the other party, appoint its arbitrator as
---	---
895	sole arbitrator and shall advise the other party
---	---
896	accordingly. The award of a sole arbitrator shall be
---	---
897	binding on both parties as if he had been appointed by
---	---
898	agreement.
---	---
899	Nothing herein shall prevent the parties agreeing in
---	---
900	writing to vary these provisions to provide for the
---	---
901	appointment of a sole arbitrator.
---	---
902	In cases where neither the claim nor any counterclaim
---	---
903	exceeds the sum of US$~~5~~100,000 (or such other sum as
---	---
904	the parties may agree) the arbitration shall be conducted
---	---
905	in accordance with the LMAA Small Claims Procedure
---	---
906	current at the time when the arbitration proceedings are
---	---
907	commenced.
---	---

908 ~~*) (b)~~ ~~This Contract shall be governed by and construed~~

~~909 in accordance with Title 9 of the United States Code~~

~~910 and the Maritime Law of the United States and any~~

~~911 dispute arising out of or in connection with this Contract~~

~~912 shall be referred to three persons at New York, one to~~ ~~~~

~~913 be appointed by each of the parties hereto, and the third~~

~~914 by the two so chosen; their decision or that of any two~~

~~915 of them shall be final, and for the purposes of enforcing~~

~~916 any award, judgement may be entered on an award by~~

~~917 any court of competent jurisdiction. The proceedings~~

~~918 shall be conducted in accordance with the rules of the~~

~~919 Society of Maritime Arbitrators, Inc.~~

~~920 In cases where neither the claim nor any counterclaim~~

~~921 exceeds the sum of US$50,000 (or such other sum as~~

~~922 the parties may agree) the arbitration shall be conducted~~

~~923 in accordance with the Shortened Arbitration Procedure~~

~~924 of the Society of Maritime Arbitrators, Inc. current at~~

~~925 the time when the arbitration proceedings are commenced.~~

~~926~~ ~~*) (c)~~ ~~This Contract shall be governed by and construed~~

~~927 in accordance with the laws of the place mutually agreed~~

~~928 by the parties and any dispute arising out of or in~~

~~929 connection with this Contract shall be referred to~~

~~930 arbitration at a mutually agreed place, subject to the~~

~~931 procedures applicable there.~~

932	(d) Notwithstanding (a), (b) or (c) above, the parties
933	may agree at any time to refer to mediation any
---	---
934	difference and/or dispute arising out of or in connection
---	---
935	with this Contract.
---	---
936	In the case of a dispute in respect of which arbitration
---	---
937	has been commenced under (a), (b) or (c) above, the
---	---
938	following shall apply:-
---	---
939	(i) Either party may at any time and from time to time
---	---
940	elect to refer the dispute or part of the dispute to
---	---
941	mediation by service on the other party of a written
---	---
942	notice (the “Mediation Notice”) calling on the other
---	---
943	party to agree to mediation.
---	---
944	(ii) The other party shall thereupon within 14 calendar
---	---
945	days of receipt of the Mediation Notice confirm that
---	---
946	they agree to mediation, in which case the parties
---	---
947	shall thereafter agree a mediator within a further
---	---
948	14 calendar days, failing which on the application
---	---
949	of either party a mediator will be appointed promptly
---	---
950	by the Arbitration Tribunal (“the Tribunal”) or such
---	---
951	person as the Tribunal may designate for that
---	---
952	purpose. The mediation shall be conducted in such
---	---
953	place and in accordance with such procedure and
---	---
954	on such terms as the parties may agree or, in the
---	---
955	event of disagreement, as may be set by the
---	---
956	mediator.
---	---
957	(iii) If the other party does not agree to mediate, that
---	---
958	fact may be brought to the attention of the Tribunal
---	---
959	and may be taken into account by the Tribunal when
---	---
960	allocating the costs of the arbitration as between 961 the parties.
---	---
962	(iv) The mediation shall not affect the right of either
---	---
963	party to seek such relief or take such steps as it
---	---
964	considers necessary to protect its interest.
---	---
965	(v) Either party may advise the Tribunal that they have
---	---
966	agreed to mediation. The arbitration procedure shall
---	---

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART II

BARECON 2001 Standard Bareboat Charter

967	continue during the conduct of the mediation but
968	the Tribunal may take the mediation timetable into
---	---
969	account when setting the timetable for steps in the
---	---
970	arbitration.
---	---
971	(vi) Unless otherwise agreed or specified in the
---	---
972	mediation terms, each party shall bear its own costs
---	---
973	incurred in the mediation and the parties shall share
---	---
974	equally the mediator’s costs and expenses.
---	---
975	(vii) The mediation process shall be without prejudice
---	---
976	and confidential and no information or documents
---	---
977	disclosed during it shall be revealed to the Tribunal
---	---
978	except to the extent that they are disclosable under
---	---
979	the law and procedure governing the arbitration.
---	---
980	(Note: The parties should be aware that the mediation
---	---
981	process may not necessarily interrupt time limits.)
---	---
982	(e) If Box 35 in Part I is not appropriately filled in, sub- clause
---	---
983	30(a) of this Clause shall apply. Sub-clause 30(d) shall
---	---
984	apply in all cases.
---	---
985	*) Sub-clauses 30(a), 30(b) and 30(c) are alternatives;
---	---
986	indicate alternative agreed in Box 35.
---	---
987	31. Notices See Clause 52
---	---
988	(a) Any notice to be given by either party to the other
---	---
989	party shall be in writing and may be sent by fax, telex,
---	---
990	registered or recorded mail or by personal service.
---	---
991	(b) The address of the Parties for service of such
---	---
992	communication shall be as stated in Clause 52.~~Boxes 3 and 4~~
---	---

~~993 respectively.~~

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART III

PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY

(Optional, only to apply if expressly agreed and stated in Box 37)

~~1~~ ~~Specifications and Building Contract~~

~~2~~~~(a) The Vessel shall be constructed in accordance with~~

~~3~~~~the Building Contract (hereafter called “the Building~~

~~4 Contract”) as annexed to this Charter, made between the~~

~~5~~ ~~Builders and the Owners and in accordance with the~~

~~6 specifications and plans annexed thereto, such Building~~

~~7 Contract, specifications and plans having been counter-~~

~~8 signed as approved by the Charterers.~~

~~9 (b)~~ ~~No change shall be made in the Building Contract or~~

~~10~~ ~~in the specifications or plans of the Vessel as approved by~~

~~11~~ ~~the Charterers as aforesaid, without the Charterers’~~

~~12~~ ~~consent.~~

~~13~~ ~~(c)~~ ~~The Charterers shall have the right to send their~~

~~14~~ ~~representative to the Builders’ Yard to inspect the Vessel~~

~~15~~~~during the course of her construction to satisfy themselves~~

~~16~~ ~~that construction is in accordance with such approved~~

~~17~~ ~~specifications and plans as referred to under sub-clause~~

~~18~~~~(a) of this Clause.~~

~~19~~ ~~(d)~~ ~~The Vessel shall be built in accordance with the~~

~~20~~ ~~Building Contract and shall be of the description set out~~

~~21~~~~therein. Subject to the provisions of sub-clause 2(c)(ii)~~

~~22~~ ~~hereunder, the Charterers shall be bound to accept the~~

~~23~~ ~~Vessel from the Owners, completed and constructed in~~

~~24~~ ~~accordance with the Building Contract, on the date of~~

~~25~~ ~~delivery by the Builders. The Charterers undertake that~~

~~26~~ ~~having accepted the Vessel they will not thereafter raise~~

~~27~~ ~~any claims against the Owners in respect of the Vessel’s~~

~~28~~ ~~performance or specification or defects, if any.~~

~~29~~ ~~Nevertheless, in respect of any repairs, replacements or~~

~~30~~~~defects which appear within the first 12 months from~~

~~31~~ ~~delivery by the Builders, the Owners shall endeavour to~~

~~32~~ ~~compel the Builders to repair, replace or remedy any defects~~

~~33 or to recover from the Builders any expenditure incurred in~~

~~34 carrying out such repairs, replacements or remedies.~~

~~35~~ ~~However, the Owners’ liability to the Charterers shall be~~

~~36~~ ~~limited to the extent the Owners have a valid claim against~~

~~37~~ ~~the Builders under the guarantee clause of the Building~~

~~38~~ ~~Contract (a copy whereof has been supplied to the~~

~~39~~ ~~Charterers). The Charterers shall be bound to accept such~~

~~40~~~~sums as the Owners are reasonably able to recover under~~

~~41~~ ~~this Clause and shall make no further claim on the Owners~~

~~42~~ ~~for the difference between the amount(s) so recovered and~~

~~43~~ ~~the actual expenditure on repairs, replacement or~~

~~44~~ ~~remedying defects or for any loss of time incurred.~~

~~45~~ ~~Any liquidated damages for physical defects or deficiencies~~

~~46~~ ~~shall accrue to the account of the party stated in Box 41(a)~~

~~47~~ ~~or if not filled in shall be shared equally between the parties.~~

~~48~~ ~~The costs of pursuing a claim or claims against the Builders~~

~~49~~ ~~under this Clause (including any liability to the Builders)~~

~~50~~ ~~shall be borne by the party stated in Box 41 (b) or if not~~

~~51~~ ~~filled in shall be shared equally between the parties.~~

~~52~~ ~~2. Time and Place of Delivery~~

~~53~~ ~~(a)~~ ~~Subject to the Vessel having completed her~~

~~54~~ ~~acceptance trials including trials of cargo equipment in~~

~~55~~ ~~accordance with the Building Contract and specifications~~

~~56~~ ~~to the satisfaction of the Charterers, the Owners shall give~~

~~57~~ ~~and the Charterers shall take delivery of the Vessel afloat~~

~~58~~ ~~when ready for delivery and properly documented at the 59~~ ~~Builders’ Yard or some other safe and readily accessible~~

~~60~~ ~~dock, wharf or place as may be agreed between the parties~~

~~61~~ ~~hereto and the Builders. Under the Building Contract the~~

~~62~~ ~~Builders have estimated that the Vessel will be ready for~~

~~63~~ ~~delivery to the Owners as therein provided but the delivery~~

~~64~~ ~~date for the purpose of this Charter shall be the date when~~

~~65~~ ~~the Vessel is in fact ready for delivery by the Builders after~~

~~66~~ ~~completion of trials whether that be before or after as~~

~~67~~ ~~indicated in the Building Contract. The Charterers shall not~~

~~68~~~~be entitled to refuse acceptance of delivery of the Vessel~~

~~69~~~~and upon and after such acceptance, subject to Clause~~

~~70~~ ~~1(d), the Charterers shall not be entitled to make any claim~~

~~71~~ ~~against the Owners in respect of any conditions,~~

~~72 representations or warranties, whether express or implied,~~

~~73 as to the seaworthiness of the Vessel or in respect of delay~~

~~74 in delivery.~~

~~75~~ ~~(b)~~ ~~If for any reason other than a default by the Owners~~

~~76~~ ~~under the Building Contract, the Builders become entitled~~

~~77~~ ~~under that Contract not to deliver the Vessel to the Owners,~~

~~78~~ ~~the Owners shall upon giving to the Charterers written~~

~~79~~ ~~notice of Builders becoming so entitled, be excused from~~

~~80~~~~giving delivery of the Vessel to the Charterers and upon~~

~~81~~ ~~receipt of such notice by the Charterers this Charter shall~~

~~82~~ ~~cease to have effect.~~

~~83~~ ~~(c)~~ ~~If for any reason the Owners become entitled under~~

~~84~~ ~~the Building Contract to reject the Vessel the Owners shall,~~

~~85~~ ~~before exercising such right of rejection, consult the~~

~~86~~ ~~Charterers and thereupon~~

~~87~~ ~~(i)~~ ~~if the Charterers do not wish to take delivery of the Vessel~~

~~88~~ ~~they shall inform the Owners within seven (7) running days~~

~~89~~ ~~by notice in writing and upon receipt by the Owners of such~~

~~90~~ ~~notice this Charter shall cease to have effect; or~~

~~91~~ ~~(ii)~~ ~~if the Charterers wish to take delivery of the Vessel~~

~~92~~ ~~they may by notice in writing within seven (7) running days~~

~~93~~ ~~require the Owners to negotiate with the Builders as to the~~

~~94 terms on which delivery should be taken and/or refrain from~~

~~95~~ ~~exercising their right to rejection and upon receipt of such~~

~~96~~ ~~notice the Owners shall commence such negotiations and/~~

~~97~~ ~~or take delivery of the Vessel from the Builders and deliver~~

~~98~~ ~~her to the Charterers;~~

~~99~~ ~~(iii)~~ ~~in no circumstances shall the Charterers be entitled to~~

~~100 reject the Vessel unless the Owners are able to reject the~~

~~101 Vessel from the Builders;~~

~~102~~ ~~(iv)~~ ~~if this Charter terminates under sub-clause (b) or (c) of~~

~~103 this Clause, the Owners shall thereafter not be liable to the~~

~~104 Charterers for any claim under or arising out of this Charter 105 or its termination.~~

~~106~~ ~~(d)~~ ~~Any liquidated damages for delay in delivery under the~~

~~107 Building Contract and any costs incurred in pursuing a claim~~

~~108 therefor shall accrue to the account of the party stated in~~

~~109 Box 41(c) or if not filled in shall be shared equally between~~

~~110 the parties.~~

~~111~~ ~~3. Guarantee Works~~

~~112~~ ~~If not otherwise agreed, the Owners authorise the~~

~~113 Charterers to arrange for the guarantee works to be~~

~~114 performed in accordance with the building contract terms,~~

~~115 and hire to continue during the period of guarantee works.~~

~~116 The Charterers have to advise the Owners about the~~

~~117~~ ~~performance to the extent the Owners may request.~~

~~118~~ ~~4. Name of Vessel~~

~~119~~ ~~The name of the Vessel shall be mutually agreed between~~

~~120 the Owners and the Charterers and the Vessel shall be~~

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART III

PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY

(Optional, only to apply if expressly agreed and stated in Box 37)

~~121 painted in the colours, display the funnel insignia and fly~~

~~122 the house flag as required by the Charterers.~~

~~123~~ ~~5. Survey on Redelivery~~

~~124~~ ~~The Owners and the Charterers shall appoint surveyors~~

~~125 for the purpose of determining and agreeing in writing the~~

~~126 condition of the Vessel at the time of re-delivery.~~

~~127~~ ~~Without prejudice to Clause 15 (Part II), the Charterers~~

~~128 shall bear all survey expenses and all other costs, if any,~~

~~129 including the cost of docking and undocking, if required,~~

~~130 as well as all repair costs incurred. The Charterers shall~~

~~131 also bear all loss of time spent in connection with any~~

~~132 docking and undocking as well as repairs, which shall be~~

~~133 paid at the rate of hire per day or pro rata.~~

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART IV

HIRE/PURCHASE AGREEMENT

(Optional, only to apply if expressly agreed and stated in Box 42)

~~1~~ ~~On expiration of this Charter and provided the Charterers~~

~~2 have fulfilled their obligations according to Part I and II~~

~~3~~~~as well as Part III, if applicable, it is agreed, that on~~

~~4 payment of the final payment of hire as per Clause 11~~

~~5~~ ~~the Charterers have purchased the Vessel with~~

~~6 everything belonging to her and the Vessel is fully paid~~

~~7~~ ~~for.~~

~~8~~ ~~In the following paragraphs the Owners are referred to~~

~~9~~ ~~as the Sellers and the Charterers as the Buyers.~~

~~10~~ ~~The Vessel shall be delivered by the Sellers and taken~~

~~11~~~~over by the Buyers on expiration of the Charter.~~

~~12~~ ~~The Sellers guarantee that the Vessel, at the time of~~ ~~13~~~~delivery, is free from all encumbrances and maritime~~

~~14~~ ~~liens or any debts whatsoever other than those arising~~

~~15~~ ~~from anything done or not done by the Buyers or any 16~~ ~~existing mortgage agreed not to be paid off by the time~~

~~17~~ ~~of delivery. Should any claims, which have been incurred 18~~~~prior to the time of delivery be made against the Vessel,~~

~~19~~ ~~the Sellers hereby undertake to indemnify the Buyers~~ ~~~~

~~20~~ ~~against all consequences of such claims to the extent it~~

~~21~~ ~~can be proved that the Sellers are responsible for such~~

~~22 claims. Any taxes, notarial, consular and other charges~~

~~23 and expenses connected with the purchase and~~

~~24~~ ~~registration under Buyers’ flag, shall be for Buyers’~~

~~25~~~~account. Any taxes, consular and other charges and~~

~~26~~ ~~expenses connected with closing of the Sellers’ register,~~

~~27 shall be for Sellers’ account.~~

~~28~~ ~~In exchange for payment of the last month’s hire~~ ~~~~

~~29 instalment the Sellers shall furnish the Buyers with a~~

~~30 Bill of Sale duly attested and legalized, together with a~~

~~31 certificate setting out the registered encumbrances, if~~

~~32 any. On delivery of the Vessel the Sellers shall provide~~

~~33 for deletion of the Vessel from the Ship’s Register and~~

~~34 deliver a certificate of deletion to the Buyers.~~

~~35~~ ~~The Sellers shall, at the time of delivery, hand to the~~

~~36~~~~Buyers all classification certificates (for hull, engines,~~

~~37~~ ~~anchors, chains, etc.), as well as all plans which may~~

~~38~~ ~~be in Sellers’ possession.~~

~~39~~ ~~The Wireless Installation and Nautical Instruments,~~

~~40~~ ~~unless on hire, shall be included in the sale without any~~

~~41~~~~extra payment.~~

~~42~~ ~~The Vessel with everything belonging to her shall be at~~

~~43~~ ~~Sellers’ risk and expense until she is delivered to the~~

~~44~~ ~~Buyers, subject to the conditions of this Contract and~~

~~45~~ ~~the Vessel with everything belonging to her shall be~~

~~46~~ ~~delivered and taken over as she is at the time of delivery,~~

~~47~~ ~~after which the Sellers shall have no responsibility for~~

~~48~~ ~~possible faults or deficiencies of any description.~~

~~49~~ ~~The Buyers undertake to pay for the repatriation of the~~

~~50~~~~Master, officers and other personnel if appointed by the~~

~~51~~ ~~Sellers to the port where the Vessel entered the Bareboat~~

~~52~~ ~~Charter as per Clause 3 (Part II) or to pay the equivalent~~

~~53~~ ~~cost for their journey to any other place.~~

First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

PART V

PROVISIONS TO APPLY FOR VESSELS REGISTERED IN A BAREBOAT CHARTER REGISTRY

(Optional, only to apply if expressly agreed and stated in Box 43)

1	1. Definitions
2	For the purpose of this PART V, the following terms shall
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3	have the meanings hereby assigned to them:
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4	“The Bareboat Charter Registry” shall mean the registry
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5	of the State whose flag the Vessel will fly and in which
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6	the Charterers are registered as the bareboat charterers
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7	during the period of the Bareboat Charter.
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8	“The Underlying Registry” shall mean the registry of the
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9	state in which the Owners of the Vessel are registered
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10	as Owners and to which jurisdiction and control of the
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11	Vessel will revert upon termination of the Bareboat
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12	Charter Registration.
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13	2. Mortgage
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14	The Vessel chartered under this Charter is financed by
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15	a mortgage and the provisions of Clause 44~~12(b) (Part II)~~
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16	shall apply.
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17	3. Termination of Charter by Default
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~~18 If the Vessel chartered under this Charter is registered~~

~~19~~ ~~in a Bareboat Charter Registry as stated in Box 44, and~~

~~20~~ ~~if the Owners shall default in the payment of any amounts~~

~~21~~~~due under the mortgage(s) specified in Box 28, the~~

~~22~~ ~~Charterers shall, if so required by the mortgagee, direct~~

~~23~~ ~~the Owners to re-register the Vessel in the Underlying~~

~~24~~ ~~Registry as shown in Box 45.~~

25	In the event of the Vessel being deleted from the
26	Bareboat Charter Registry as stated in Box 44, due to a
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27	default by the Owners in the payment of any amounts
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28	due under the mortgage(s), the Charterers shall have
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29	the right to terminate this Charter forthwith and without
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30	prejudice to any other claim they may have against the
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31	Owners under this Charter.
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First published in 1974 as BARECON A and B. Amalgamated and revised in 1989. Revised 2001

Rider Clauses to Bareboat Charter

Dated 29 March 2023

For the Bulk Carrier

M/V “Knightship”

(the “Charter”)

32.	MEMORANDUM OF AGREEMENT AND DELIVERY
(a)	A Memorandum of Agreement dated 29 March 2023 (the “MOA”) has been concluded between the Owners (in the MOA, the Owners are referred to as the “Buyers”) and the Bareboat Charterers, i.e., Knight Ocean<br> Navigation Co (in the MOA, the Bareboat Charterers are referred to as the “Sellers”) for the sale and purchase of the Vessel.
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(b)	The Owners shall deliver and the Bareboat Charterers shall take delivery of the Vessel under the Charter on an “as is, where is” basis, simultaneously with delivery of the Vessel from Sellers to the Buyers<br> under the MOA, without any settlement for any remaining bunkers and unused lubricating oils including hydraulic oils and greases, unbroached provisions, paints, ropes and other consumable stores which are excluded from the sale and taken over<br> by the Bareboat Charterers from the Sellers directly. The delivery date for the purpose of this Charter shall be the same date and time as for the delivery of the Vessel from the Sellers to the Buyers under the MOA. The date when the Bareboat<br> Charterers take delivery of the Vessel hereunder is referred to as the “Delivery Date”. The Owners and the Bareboat Charterers will sign in 2 originals (one for the Owners and one for the Bareboat Charterers) on the Delivery Date a Protocol<br> of Delivery and Acceptance (in the form of Annex 5), evidencing the date, time and place of delivery of the Vessel from the Owners to the Bareboat Charterers under this Charter. The Protocols of Delivery and Acceptance will be exchanged by<br> pdf copy on the Delivery Date with the originals to follow as soon as possible by courier.
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(c)	Provided the Vessel has been delivered to the Owners in accordance with the terms of the MOA, the Bareboat Charterers shall not be entitled to refuse terms of acceptance of delivery of the Vessel under this<br> Charter. Upon and after delivery of the Vessel, the Owners shall have no liability whatsoever for any fault or deficiency in their description of the Vessel or for any defects in the Vessel regardless of whether such defect were apparent or<br> latent at the time of delivery and the Bareboat Charterers shall not be entitled to make any claim against the Owners in respect of any conditions, representations or warranties whether express or implied as to the condition of the Vessel,<br> the seaworthiness of the Vessel or otherwise howsoever.
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(d)	If:
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(i)	a Termination Event or an Owners’ Default occurs prior to the delivery of the Vessel by the Sellers to Owners as buyers under the MOA; and/or
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(ii)	it becomes unlawful for the Owners (as buyers) to perform or comply with any or all of their obligations under the MOA or any of the obligations of the Owners under the MOA are not or cease to be legal, valid, binding and enforceable; and/or
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(iii)	the MOA expires, is cancelled, terminated, rescinded or suspended or otherwise ceases to remain in full force and effect for any reason,
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then this Charter shall immediately terminate and be cancelled (provided that any provision hereof expressed to survive such termination or cancellation shall so do in accordance with its terms) without the need for either of the Owners or the Bareboat Charterers to take any action whatsoever. In case of a Termination Event or if the MOA expires, is cancelled, terminated, rescinded or suspended due to Sellers’ default under the MOA, the payment by Sellers of any indemnity and losses suffered by the Owners as per the provisions of Clause 14 of the MOA shall not be construed as a penalty but shall represent an agreed estimate of the loss and damage suffered by the Owners in entering into this Charter upon the terms and conditions contained herein and the MOA upon the terms and conditions contained therein, and shall therefore be paid as full and final compensation to the Owners. The same applies in case of an Owner’s Default or if the MOA expires, is cancelled, terminated, rescinded or suspended due to Owners’ default in their capacity as Buyers under the MOA.

33.	ISM CODE

During the currency of this Charter the Bareboat Charterers shall procure at the cost and time of the Bareboat Charterers that the Vessel and the "Company" (as defined by the ISM code and so defined in this Charter) shall comply with the requirements of the ISM Code. Upon request the Bareboat Charterers shall provide a copy of the relevant document of compliance (DOC) and safety management certificate (SMC) to the Owners.

34.	CHARTER PERIOD
(a)	The Owners shall let to the Bareboat Charterers and the Bareboat Charterers shall take the Vessel on charter for the period and upon the terms and conditions contained herein.
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(b)	Subject always to the provisions hereto, the period of the chartering of the Vessel hereunder (hereinafter referred to as the "Charter Period”) shall be six (6) years (unless terminated at an earlier date in accordance with the terms hereof)<br> commencing on the Delivery Date, provided always that the chartering of the Vessel hereunder may be terminated by the Owners or the Bareboat Charterers pursuant to the provisions hereof.
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35.	CHARTER HIRE
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Subject to Clause 36, the Bareboat Charterers shall, throughout the Charter Period pay charter hire (hereinafter referred to as the "Charter Hire") to the Owners monthly in advance by telegraphic transfer for each successive month commencing with the Delivery Date and expiring on the redelivery of the Vessel.

The charter hire shall be comprised of the following components:

1.	Interest Component: (Outstanding Lease Amount x (3M CME Term SOFR + 2.80%) x elapsed days / 360), whereby the "Outstanding Lease Amount" refers to the Purchase Price as amortized in accordance with<br> Annex 1. The interest component shall under no circumstance be lower than zero percent (0%).

2.	Amortization Component: Six (6) years to zero in fixed equal repayments as per Annex 1.
3.	Cost Coverage Component: USD 160 per day.
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The Charter Hire shall be paid continuously throughout the Charter Period. For the last month the approximate amount of the Charter Hire covering the remaining period of the Charter Period shall be paid and should the same turn out to be higher or lower than the actual time used, the balance shall be made up as soon as possible following the conclusion of the Charter.

With reference to the interest component, and in case that the 3M CME Term SOFR ceases to be available, the Owners shall reasonably designate the alternative interest rate after consultation and agreeing with the Bareboat Charterers, but such rate shall result in an interest component that (i) shall not exceed the cost to the Mortgagee of funding the outstanding loan balance on the Vessel from any reasonable source and (ii) will be in alignment with standard market practice. The Owners also undertake to replace the benchmark rate with no additional surcharge or adjustment spread.

(Definition of 3M CME Term SOFR)

“3M CME Term SOFR” means the Term SOFR Reference Rate for a tenor comparable to three (3) months period on the day that is fifteen U.S. Government Securities Business Days prior to the relevant due date of charter hire or other amount, as such rate is published by the Term SOFR Administrator; provided that if the relevant Term SOFR is less than zero percent (0%), such Terms SOFR shall be deemed to be zero percent (0%).

“Term SOFR Reference Rate” means the forward-looking term rate based on SOFR;

“SOFR” means Secured Overnight Financing Rate as administered by the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate);

“Term SOFR Administrator” means CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by the Owner in its reasonable discretion);

“U.S. Government Securities Business Day” means any day except for (a) a Saturday, (b) a Sunday or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities;

36.	PAYMENTS
(a)	Notwithstanding anything to the contrary contained in this Charter, all payments by the Bareboat Charterers hereunder (whether by way of hire or otherwise) shall be made in full free of bank charge and without any deduction, set-off or<br> counter-claim as follows:-
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(i)	not later than 11:00 a.m. (New York time) one Banking Date prior to the date on which the relevant payment is due under the terms of this Charter; and
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(ii)	in United States Dollars to the bank account of the Owner with THE CHUGOKU BANK, LTD. KURE BRANCH (or such other bank or banks as may from time to time be notified by the Owners to the Bareboat Charterers by<br> not less than fourteen (14) days' prior written notice) for the account of the Owners.
(b)	lf any day for the making of any payment hereunder shall not be a Banking Day (being, for all purposes of this Charter, a day, other than a Saturday or a Sunday, on which banks are open for transaction of business of the nature required by<br> this Charter in Japan, Greece and USA) the due date for payment of the same shall be the next following Banking Day unless, in the case of a payment of hire hereunder, the next following Banking Day falls in the following calendar month, in<br> which case the due date for the relevant payment of hire shall be the immediately preceding Banking Day.
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(c)	In the event of failure by the Bareboat Charterers to pay within three (3) Banking Days after the due date for payment thereof, or in the case of a sum payable on demand, the date of demand therefore, any hire or other amount payable by them<br> under this Charter, the Bareboat Charterers will pay to the Owners on demand interest on such hire or other amount from the date of such failure to the date of actual payment (both before and after any relevant judgment or winding up of the<br> Bareboat Charterers) at a rate of the aggregate of 3M CME Term SOFR + 3.00%. Interest payable by the Bareboat Charterers as aforesaid shall be compounded at such intervals as the Owners shall determine and shall be payable on demand.
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(d)	Any interest payable under this Charter shall accrue from day to day and shall be calculated on the actual number of days elapsed and a three hundred and sixty (360) day year.
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(e)	In this Charter, unless the context otherwise requires, “month” means a period beginning in one calendar month (and, in the case of the first month, on the date of delivery hereunder) and ending in the succeeding calendar month on the day<br> numerically corresponding to the day of the calendar month in which such period started provided that if there is no such numerically corresponding day, such period shall end on the last day in the relevant calendar month and “monthly” shall be<br> construed accordingly.
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37.	FLAG AND CLASS
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The Vessel shall upon the Delivery Date be registered in the name of the Owners under the Liberian flag.

The Owners shall have no right either to transfer the flag of the Vessel from the Liberian Ship Registry to any other registry or to require the Bareboat Charterers to transfer the Vessel’s Classification Society. The Bareboat Charterers shall, at any time after the Delivery Date and at the Bareboat Charterers’ expense, have the right to transfer the Vessel’s Classification Society to any classification society being a member of IACS.

Further, Bareboat Charterers can change the flag with the Owners’ consent (such consent not to be unreasonably withheld or delayed), provided however that any expenses and time (including but not limited to legal charges for finance documents for the Vessel and fees for discharging the current mortgage over the Vessel and fees for registration of the new mortgage with the new flag state registry) shall be for the Bareboat Charterers’ account.

The Bareboat Charterers are entitled to establish standard bareboat registration on the Vessel at the costs, expense and time of the Bareboat Charterers with the Owners’ consent (such consent not to be unreasonably withheld or delayed). The Bareboat Charterers warrant to the Owner that the bareboat registration on the Vessel (if registered) will not prejudice the registration of the ownership of the Vessel and the mortgage thereof with the underlying registry.

If, during the Charter Period, there are modifications to be made to the Vessel which are compulsory for the Vessel and her operation to comply with certain requirements imposed by any changes to any applicable rules and regulations, such modifications shall be effected by the Bareboat Charterers at their cost and time.

38.	IMPROVEMENT, MODIFICATIONS AND ADDITIONS

The Bareboat Charterers shall maintain, equip and operate the Vessel so as to comply with the provisions of the Vessel’s flag state.

The Bareboat Charterers shall have the right to fit additional equipment and to make severable improvements, modifications and additions at their expense and risk. Such additional equipment, improvements, modifications and additions shall be removed from the Vessel at the Owners’ prior written request (acting reasonably), if possible, before the Vessel’s redelivery, without causing any material damage to the Vessel, provided however that the Bareboat Charterers may redeliver the Vessel without removing such additional equipment, improvements, modifications and additions if the Owners consent to Bareboat Charterers request for non-removal before the redelivery (such consent not to be unreasonably withheld or delayed).

The Bareboat Charterers shall also have the right to make structural or non-severable improvements, changes and additions to the Vessel at their own time, costs and expense and risk provided that such improvements and additions do not diminish the market value of the Vessel in any material respect and are not reasonably likely to diminish the market value of the Vessel in any material respect during or at the end of the Charter Period and do not in any way affect or prejudice the marketability of the Vessel in any material respect and are not reasonably likely to affect or prejudice the marketability of the Vessel in any material respect during or at the end of the Charter Period. In the case of any material structural change of the Vessel, the Bareboat Charterers shall give a prior notice to the Owner to obtain the Owners’ consent (such consent not to be unreasonably withheld or delayed).

39.	UNDERTAKINGS FOR INSPECTION AND QUIET ENJOYMENT

The Bareboat Charterers undertake and agree that throughout the Charter Period they will afford the Owners, after receiving from the Owners reasonable notice at reasonable times without interfering with the Vessel’s schedule, to inspect the Vessel at a time and place mutually agreed at Owners’ cost, risk and arrangement at maximum one time a year (if a Termination Event shall have occurred and be continuing, four times a year) for which the Bareboat Charterers will assist and subject to the provisions of Clause 8.

The Owners hereby undertake to the Bareboat Charterers throughout the term of this Charter that, as long as no Termination Event shall have occurred and be continuing, the Owners shall not disturb or interfere in any way whatsoever with the quiet and peaceful use, enjoyment, possession and employment of the Vessel by the Bareboat Charterers.

40.	INSURANCE, TOTAL LOSS AND COMPULSORY ACQUISITION
(a)	For the purpose of this Charter, the term “Total Loss” shall include actual or constructive or compromised or agreed or arranged total loss of the Vessel. “Compulsory Acquisition” shall have the meaning assigned thereto in Clause 25 (b)<br> hereof.
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(b)	The Bareboat Charterers undertake with the Owners that throughout the Charter Period:-
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(i)	they will keep the Vessel insured on the basis of the Institute of London Underwriters "Institute Time Clause-Hull" and “Institute War and Strikes Clauses” as amended, or on such similar terms as the Bareboat Charterers shall choose with<br> such insurers (including P&I Clubs and war risks Associations) as the Bareboat Charterers shall choose, provided that all insurances are issued with reputable insurers and the current terms and insurers as of the execution date of this<br> Charter shall be deemed to be pre-approved, provided further that in case that any material insurance terms or the lead insurer is changed and the successor insurer is not reputable, the Charterers shall obtain the prior written consent of the<br> Owner (which consent shall not be unreasonably withheld or delayed, (it being agreed and understood by the Bareboat Charterers that there shall be no element of self-insurance or insurance through<br> captive insurance companies without the prior written consent of the Owners). The Bareboat Charterers agree that the Owners shall be named as co-assureds in the insurances;
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(ii)	they will be properly entered in and keep entry of the Vessel with a P&I Club that is a member of the International Group of Protection and Indemnity Association for the full tonnage of the Vessel and<br> against all prudent P&I risks in accordance with the rules of such association or club including, in case of oil pollution liability risks equal to the highest level of cover from time to time available under the basic entry with such<br> P&I Club;
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(iii)	that so long as the Vessel is mortgaged by the Mortgage (as defined in Clause 44) the policies in respect of the insurances against fire and usual marine risks and the policies or entries in respect of the<br> insurances against war risks shall, in each case, include the loss payable clause as contained in the “Assignment of Insurance” to be entered between the Owners and the Bareboat Charterers as assignors and the Mortgagee as assignee;
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(iv)	the Bareboat Charterers shall procure that the insurers and the war risk and protection and indemnity associations with which the Vessel is entered shall supply to the Owners such information in relation to the<br> insurances effected, or to be effected, with them as the Owners may from time to time reasonably require.
(c)	Notwithstanding anything to the contrary contained in Clauses 13 and any other provisions hereof, the Vessel shall be kept insured during the Charter Period in respect of marine and war risks on hull and machinery basis. The Bareboat<br> Charterers shall have the option, to take out on a full hull and machinery basis increased value insurance for the Vessel.
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(d)	(i) lf the Vessel shall become a Total Loss or be subject to Compulsory Acquisition the chartering of the Vessel to the Bareboat Charterers hereunder shall cease and the Bareboat Charterers shall immediately pay to the Owners all hire, and<br> any other amounts, which have fallen due for payment under this Charter and have not been paid as at and up to the date on which the Total Loss or Compulsory Acquisition occurred (the "Date of Loss") and shall thereafter be under no obligation<br> to pay hire, provided that (aa) the Bareboat Charterers shall pay, or procure that the relevant insurers pay, the Total Loss Compensation (as defined below) to the Owners or the Mortgagee (as assignee thereof) within one hundred and eighty<br> (180) days (or such longer period as may be agreed in writing) of the Date of Loss and (bb) all charter hire paid by the Bareboat Charterers covering the period after the Date of Loss shall be set off against the amount of the Total Loss<br> Compensation (as defined below).
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(ii) For the purpose of ascertaining the Date of Loss:
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(A)	an actual total loss of the Vessel shall be deemed to have occurred at the actual date the Vessel was lost but in the event of the date of the loss being unknown, then the actual total loss shall be deemed to have occurred on the date on<br> which it is acknowledged by the insurers to have occurred:
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(B)	a constructive, compromised, agreed, or arranged total loss of the Vessel shall be deemed to have occurred at the date that notice of abandonment of the Vessel is given to the insurers (provided a claim for<br> such constructive total loss is admitted by the Insurers), or, if the insurers do not admit such a claim, at the date and time at which a total loss is subsequently admitted by the insurers or adjudged by a competent court of law or<br> arbitration tribunal to have occurred. Either the Owners or, with the prior written consent of the Owners (such consent not to be unreasonably withheld), the Bareboat Charterers shall be entitled to give notice claiming a constructive total<br> loss but prior to the giving of such notice shall be supplied with all such information as such party may request; Each of the Owners and the Bareboat Charterers, upon the request of the other, shall promptly execute such documents as may be<br> required to enable the other to abandon the Vessel and claim a constructive total loss and shall give all possible assistance in pursuing the said claim; and
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(C)	Compulsory Acquisition shall be deemed to have occurred at the time of occurrence of the relevant circumstances described in Clause 25 (b) hereof.
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(e)	All moneys payable under the insurance effected by the Bareboat Charterers pursuant to Clauses 13 and 40, or other compensation, in respect of a Total Loss or pursuant to Compulsory Acquisition of the Vessel shall be received in full by the<br> Owners (or the Mortgagee(s) as assignees thereof) and applied by the Owners (or, as the case may be, the Mortgagee(s)):-

FIRSTLY, in towards Owners costs incidental to the collection thereof,

SECONDLY, in or towards payment to the Owners (to the extent that the Owners have not already received the same in full) of a sum equal to the aggregate of (i) Outstanding Lease Amount at the Date of Loss plus accrued Interest Component until the date of receipt of the Total Loss Compensation (ii) any other amounts due but unpaid to the Owners under this Charter and (iii) any break fee payable by the Owners under Owners' financing of the Vessel (collectively the “Total Loss Compensation”),

THIRDLY, in payment of any surplus to the Bareboat Charterers by way of compensation for early termination.

(f)	The Owners and the Mortgagee shall execute the "Assignment of Insurance" of which contents and wording shall be mutually agreed between the Owners and the Bareboat Charterers.
(g)	The Bareboat Charterers further covenants with the Owners that the Vessel will, if applicable, be equipped and accredited with any required trading documentation and/or authorizations necessary to legitimize the entry of the Vessel into the<br> waters of any jurisdiction as might be necessary. Such trading documentation and authorizations shall if and when applicable include, inter alia, valid certification under the International Convention on Civil Liability for Oil Pollution Damage<br> as amended, a valid U.S. Coast Guard Certificate of Financial Responsibility (water pollution), a valid certificate from any U.S. state that requires a state equivalent of a Certificate of Financial Responsibility, a vessel classification<br> certificate and any other credentials/certificates as might be, or may come to be, required. Copies of such trading documentation and/or authorizations shall be made available to the Owners promptly following their written request to the<br> Bareboat Charterers.
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41.	TERMINATION EVENTS
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(a)	Each of the following events shall be a “Termination Event” for purposes of this Charter-
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(i)	if any Charter Hire payment or any other sum payable by the Bareboat Charterers under this Charter (including any sum expressed to be payable by the Bareboat Charterers on demand) shall not be paid on the due<br> date of payment and such failure to pay is not remedied in full within ten (10) Banking Days of receipt by the Bareboat Charterers of written notice from the Owners notifying the Bareboat Charterers of such failure and requesting that payment<br> is made; or
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(ii)	if either (A) the Bareboat Charterers shall fail at any time to effect or maintain any insurances required to be effected and maintained under this Charter, or any insurer shall avoid or cancel any such<br> insurances (other than where the relevant avoidance or cancellation results from an event or circumstance outside the reasonable control of the Bareboat Charterers and the relevant insurance are reinstated or re-constituted in a manner<br> meeting the requirements of this Charter) or the Bareboat Charterers shall commit any breach of or make any misrepresentation in respect of any such insurances the result of which is to entitle the relevant insurer to avoid the policy or<br> otherwise to be excused or released from all or any of its liability thereunder to the Owners (unless, prior to the relevant insurer exercising any such right, the insurer expressly and irrevocably waives the breach or misrepresentation in<br> question), or (B) any of the said insurances shall cease for any reason whatsoever to be in full force and effect (other than where the reason in question is outside the reasonable control of the Bareboat Charterers and the relevant<br> insurances are reinstated or re-constituted in a manner meeting the requirements of this Charter); or
(iii)	if the Bareboat Charterers shall at any time fail to observe or perform any of their material obligations under this Charter, other than those obligations referred to in sub-clause (i) or sub-clause (ii) of<br> this Clause 41 (a), and if capable of remedy, such failure to observe or perform any such obligation is not remedied within fourteen (14) Banking Days of receipt by the Bareboat Charterers of a written notice from the Owners requesting<br> remedial action; or
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(iv)	if any material representation or warranty or statement by the Bareboat Charterers in connection with this Charter or in any document or certificate furnished to one party hereto by the other party hereto in<br> connection herewith or therewith shall prove to have been untrue, inaccurate or misleading in any material respect when made and, if capable of remedy, such occurrence continues unremedied for a period of fourteen (14) Banking Days after<br> receipt by the Bareboat Charterers of written notice from the Owners requesting remedial action; or
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(v)	if an application or petition is filed for bankruptcy, rehabilitation or reorganization or other legal action of a similar nature is taken against the Bareboat Charterers or by themselves unless such<br> application or petition is being contested in good faith and on substantial grounds and is stayed, dismissed or withdrawn within sixty (60) days after the presentation of the application or petition or any resolution passed by the Bareboat<br> Charterers for the appointment of any liquidator, receiver, trustee, curator or sequestrator (or similar official) of the Bareboat Charterers in respect of all or a substantial part of their respective assets (save for the purposes of an<br> amalgamation, merger, demerger or reconstruction not involving insolvency, the terms of which shall have received the prior written approval of the Owners or an amalgamation, merger, demerger or reconstruction where the Bareboat Charterers or<br> their parent company is the surviving entity, whereby the approval of the Owners shall not be required) unless such resolution are revoked within sixty (60) days: or
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(vi)	if the Bareboat Charterers shall stop payments on a substantial proportion (by value) of their financial credit obligations by reason of the Bareboat Charterers’ fault or shall cease to carry on or suspend all<br> or a fundamental part of their business or shall make an official declaration of bankruptcy or insolvency or shall otherwise become or be adjudicated insolvent; or
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(vii)	if any consent, authorization, license or approval necessary for this Charter to be or remain the valid legally binding obligations of the Bareboat Charterers, or to the Bareboat Charterers to perform their<br> obligations hereunder or thereunder, is not granted or is revoked, suspended, withdrawn or terminated or expires and is not renewed (provided that the occurrence of such circumstances shall not give rise to a Termination Event if capable of<br> remedy, and the same are remedied within thirty (30) days of the date of their occurrence), other than as would not be reasonably expected to result in a material adverse event.
(viii)	if the Vessel is arrest or detained or otherwise captured by any third party and the Bareboat Charterers fails to take all necessary actions to release the Vessel within thirty (30) days of occurrence of such<br> event (excluding the arrest or detention of the Vessel which the Owners shall be responsible for in accordance with Clause 17 (b) hereof).
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(ix)	if the guarantee provided by Seanergy Maritime Holdings Corp. (the “Charterers’ Guarantor”) to guarantee the Bareboat Charterers’ obligations hereunder is rescind, canceled, terminated or otherwise becomes null<br> and void for any reason and the new guarantee is not provided by the Charterers’ Guarantor within one (1) month of occurrence of such event.
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(x)	if any event as referred to in (v) or (vi) above has occurred with respect to the Charterers’ Guarantor.
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(b)	Upon occurrence of any of the following events (an “Owners’ Default”):
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1.	the Owners fail to comply with any material obligations under this Charter and such default, if capable of remedy, is not remedied to the Bareboat Charterers' reasonable satisfaction within twenty (20) Banking Days after notice from the<br> Bareboat Charterers requesting Owners’ action to remedy same;
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2.	if any material representation or warranty or statement by the Owners in connection with this Charter or in any document or certificate furnished to one party hereto by the other party hereto in connection herewith or therewith shall prove<br> to have been untrue, inaccurate or misleading in any material respect when made and, if capable of remedy, such occurrence continues unremedied for a period of fourteen (14) Banking Days after receipt by the Owners of written notice from the<br> Bareboat Charterers requesting remedial action;
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3.	it is or becomes unlawful for the Owners to perform any of their obligations in any material respects under this Charter or this Charter or any obligation of the Owners under this Charter ceases to be legal, valid, binding or enforceable,<br> and which, if capable of remedy, is not rectified within fourteen (14) Banking Days after occurrence thereof;
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4.	ownership of the Vessel is transferred by the Owners in breach of Clause 22 (b);
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5.	Subject always to Clause 17 (b), the Vessel is under arrest, detention, seizure or confiscation as a direct result of the Owners’ actions or omissions;
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6.	there is a change in the legal and/or beneficial owner of the shares in the Owners without the Bareboat Charterers’ prior written approval (such approval not to be unreasonably withheld or delayed), other than in favour of an affiliate of<br> the Owners;
7.	any of the following occurs in relation to the Owners:
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i)	an application or petition is filed for bankruptcy, rehabilitation or reorganization or other legal action of a similar nature is taken against the Owners or by themselves or any order shall be made unless such application or an application<br> or petition is filed for bankruptcy, rehabilitation or reorganization or other legal action of a similar nature is taken against the Owners or by themselves or any order shall be made unless such application or petition is being contested in<br> good faith and on substantial grounds and is dismissed or withdrawn within sixty (60) days of the presentation of the application or petition or any resolution passed by the Owners for the appointment of any liquidator, receiver, trustee,<br> curator or sequestrator (or similar official) of the Owners in respect of all or a substantial part of their respective assets (save for the purposes of an amalgamation, merger or reconstruction not involving insolvency, the terms of which<br> shall have received the prior written approval of the Bareboat Charterers or an amalgamation, merger or reconstruction where the Owners or their parent company is the surviving entity) unless such resolution are revoked within sixty (60) days:<br> or
---	---
ii)	if the Owners shall stop payments to a substantial proportion (by value) to their creditors by reason of the Owners’ fault or shall cease to carry on or suspend all or a substantial part of their business or shall make an official<br> declaration of bankruptcy or insolvency or shall otherwise become or be adjudicated insolvent
---	---

Provided no Termination Event has occurred and is continuing, if an Owners’ Default occurs (and in respect of which any grace period or other period of time is granted, such period has elapsed), as long as such Owners’ Default is continuing, the following provisions shall apply:

(A)	the obligation of the Bareboat Charterers to pay Charter Hire shall immediately cease until such Owners’ Default is rectified;
(B)	the Bareboat Charterers shall have the option immediately thereafter to:
---	---
i)	exercise its option to purchase the Vessel in accordance with Clause 49 (without having the obligation to send one (1) month prior notice pursuant to Clause 49) for the amount set out therein less the losses, costs and expenses directly<br> incurred by the Bareboat Charterers due to the Owner's Default and less the premium set out in Annex 2; or
---	---

ii)	terminate this Charter whereupon the Owners shall pay to the Bareboat Charterers the losses, costs and expenses directly incurred by the Bareboat Charterers due to the Owner's Default. For the avoidance of doubt, nothing precludes the<br> Bareboat Charterers from engaging in discussions with new owners of the Vessel or any administrator thereof as the case may be, to continue the Charter.
42.	OWNERS' RIGHTS ON TERMINATION
---	---
(a)	Subject to the provisions of Clause 41 hereof and that no Owners’ Default has occurred and is continuing, at any time after a Termination Event shall have occurred and be continuing, the Owners may, by written notice to the Bareboat<br> Charterers immediately, or on such date as the Owners shall specify, terminate the chartering by the Bareboat Charterers of the Vessel under this Charter, whereupon the Vessel shall no longer be in the possession of the Bareboat Charterers with<br> the consent of the Owners, and the Bareboat Charterers shall redeliver the Vessel to the Owners as per Clause 42 (b) and (c) hereof.
---	---
(b)	If the chartering of the Vessel under the Charter is terminated in accordance with this Clause 42, the Bareboat Charterers shall redeliver the Vessel free from any cargoes, charters, liens, encumbrances, debts, other claims, arrests or<br> detentions (other than this Charter and those created or incurred by the Owners), without delay, substantially in the same condition and class as that in which she was delivered, fair wear and tear excepted, at a safe and ice-free and practical<br> for both parties redelivery port or place as reasonably indicated by the Owners and pay to the Owners the following Termination Compensation immediately on the date of termination (the “Termination Date"):-
---	---

Termination Compensation shall mean the aggregate of (A) all Charter Hire due and payable, but unpaid, under this Charter to (and including) the Termination Date together with interest accrued thereon pursuant to Clause 36 (c) and (d) hereof from the due date for payment thereof to the Termination Date, (B) any sums, other than Charter Hire, due and payable by the Bareboat Charterers, but unpaid, under this Charter (including but not limited to the Owners’ reasonable costs incurred due to the relevant Termination Event) together with interest accrued thereon pursuant to Clause 36 (c) and (d) to the Termination Date, and (C) any break costs payable under Owners' financing of the Vessel incurred due to the Termination Event.

For the avoidance of doubt, except for the Termination Compensation, the Owners shall not have any right to claim further compensation from the Bareboat Charterers to recover any other direct or indirect, punitive or consequential, loss or damage to the Owners caused by the termination of this Charter in accordance with the applicable laws.

(c)	All arrangements and expenses relating to the settling of wages, disembarkation and repatriation of the Bareboat Charterers’ Master, officers and crew shall be the sole responsibility of the Bareboat Charterers.

(d)	If the Bareboat Charterers fail to meet in full the Owner’s demand for payment of the Termination Compensation within ten (10) Banking Days of the date on which the Owners requested such payment, then the Owners shall, at the Bareboat<br> Charterers’ cost and time, obtain an appraisal of the market value of the Vessel by obtaining a valuation from each of Fearnley Offshore, and Simpson Spence Young. The market value of the Vessel shall be the average of the two valuations<br> received. In the event that the market value of the Vessel based on the two valuations obtained is higher than the aggregate sum of (i) Owners’ outstanding principal loan, interests accrued thereon up to the expected date of sale and other<br> amounts (than break costs) to be paid by the Owners under its financing of the Vessel and (ii) the Termination Compensation, then the Owners shall be obliged to put the Vessel on the market (with the co-operation of the Bareboat Charterers, if<br> need be) for finding of a buyer. The Owners shall use its reasonable efforts to enter into an agreement for the sale of the Vessel within thirty (30) days thereafter and the net proceeds from the sale of the Vessel shall be divided between the<br> parties as follows:
(A)	An amount equal to the aggregate of the (i) duly documented expenses and costs as may have been incurred by the Owners in respect of the sale of the Vessel (including the fees and costs incurred in relation to the valuation of the Vessel and<br> brokers’ fee if appointed for sale of the Vessel), plus (ii) the outstanding principal loan, interests thereon up to the completion of the sale and other amounts (than break costs) to be paid by the Owners under Owners' financing of the Vessel,<br> plus (iii) the Termination Compensation shall be retained by the Owners; and
---	---
(B)	the balance of the net sale proceeds shall be paid to the Bareboat Charterers. The Bareboat Charterers shall pay the shortfall to the Owners if the net proceeds for the sale of the Vessel is less than the amount in (A) above.
---	---
(e)	If the Charter is terminated in accordance with this Clause 42 then, notwithstanding anything herein to the contrary, the Bareboat Charterers shall have the right to exercise its option to purchase the Vessel in accordance with, and for the<br> relevant amount, set out in Clause 49 (notwithstanding the Charterers' obligation to send three (3) months prior written notice pursuant to Clause 49), it being understood and agreed that the Bareboat Charterers exercise of such option shall be<br> construed and considered as a remedy of the relevant Termination Event and no other Termination Compensation or other costs or fees shall be payable by the Bareboat Charterers without prejudice to the Owners’ right to claim direct damages (not<br> including loss of profits or earnings) against the Charterers if occurred due to the relevant Termination Event.
---	---

If the Bareboat Charterers exercise the purchase option, the Bareboat Charterers shall declare the exercise of such purchase option within 15 Banking Days of the Termination Date, failing which the Bareboat Charterers shall lose the purchase option. In the event that the Charterers declare the exercise of such purchase option after 10 Banking Days of the Termination Date, the Charterers shall reimburse the Owners for all costs and expenses incurred for arrangement of valuation of the Vessel under 42(d) hereof within ten (10) Banking Days of Owner’s demand.

If the Bareboat Charterers declared the exercise of the purchase option, the Bareboat Charterers shall purchase the Vessel in accordance with Clause 49 within two (2) months of the Termination Date, failing which the Bareboat Charterers shall lose the purchase option.

(f)	In the event of any of the following, the Bareboat Charterers shall, as soon as practicable thereafter, redeliver the Vessel to the Owners together with payment of the Termination Compensation in accordance with Clause 42 (b) and (c) without<br> prejudice to the Owners’ rights hereunder, until such time the Bareboat Charterers shall, as gratuitous bailee, hold, insure and maintain the Vessel for the benefit of the Owners in accordance with the terms and conditions of this Charter as if<br> this Charter had continued without the occurrence of the Termination Event:
(i)	If Bareboat Charterers meet in full the Owner’s demand for payment of the Termination Compensation within ten (10) Banking Days of the date on which the Owners requested such payment;
---	---
(ii)	the market value of the Vessel as assessed pursuant to Clause 42 (d) is not higher than the aggregate sum of (i) Owners’ outstanding principal loan, interests accrued thereon up to the expected date of sale and other amounts (than break<br> costs) to be paid by the Owners under its financing of the Vessel and (ii) the Termination Compensation; or
---	---
(iii)	the Bareboat Charterers declared the exercise of the purchase option of the Vessel but fail to purchase her within two months of the Termination Event.
---	---
43.	NAME
---	---

The Bareboat Charterers shall, subject only to prior notification to the relevant authorities of the jurisdiction in which for the time being the Vessel is registered and at least fourteen (14) days prior written notice to the Owners, be entitled from time to time to change the name of the Vessel at the Bareboat Charterers’ cost and time. In such case, the Owners undertake to sign any required forms reasonably requested by the relevant authorities. During the Charter Period, the Bareboat Charterers shall have the liberty to paint the Vessel in their own colors, install and display their funnel insignia and fly their own house flag. Painting and installment shall be at Bareboat Charterers’ expenses and time.

The Owners shall have no right to change the name of the Vessel during the Charter Period.

44.	MORTGAGE and ASSIGNMENT

The Bareboat Charterers agrees that, so long as the Owners’ lenders are a bank or similar financial institution with investment grade rate or an affiliate of the Owners, the Owners shall be entitled, at any time during the term of this Charter and without requiring consent of, but with at least fifteen (15) Banking Days prior written notice to the Bareboat Charterers, to grant to their lenders or an agent or security trustee of their lenders (i) mortgage(s) securing its interest over the Vessel (the “Mortgage”) and/or (ii) one or more assignment(s) of any or all the rights, title, interests and benefit of the Owners in this Charter or any Security Document, the earnings generated by this Charter, the Insurances over the Vessel and all other rights of the Owners, as security for any facility in relation to the financing or re-financing of the Vessel subject to such mortgage and assignment(s) being in favor of the lenders or an agent or security trustee of the lenders or an affiliate of the Owners, PROVIDED ALWAYS that such Mortgage or assignment or other security documents shall only be provided for the purpose of financing or re-financing the acquisition of this Vessel. On delivery date of the Vessel hereunder, Owners will establish the Mortgage in favour of THE CHUGOKU BANK, LTD. being the financier for purchasing cost of the Vessel and the Mortgagee, and the Bareboat Charterers hereby give their consent thereto.

Bareboat Charterers agree that the Bareboat Charterers and the Charterers’ Guarantor to sign an acknowledgement to any such assignment(s) or any other comparable document reasonably required by the Mortgagee, in favor of the Mortgagee. Any cost incurred by the Bareboat Charterers shall be for Owners' account.

Except as set out above, neither party shall assign its right or obligations or parts thereof to any third party without the written consent of the other.

In respect of the Vessel the Owners undertake not to borrow more than the respective purchase option prices as set out at the relevant milestone in Clause 49 hereof and the amount of any Mortgage(s) to be granted in favor of the Owners’ Lender shall not exceed the purchase price of the Vessel under the MOA.

The Owners procure that the Mortgagee shall duly execute and deliver a quite enjoyment letter in favour of the Bareboat Charterers in the form indicated in Annex 4 hereof or otherwise agreed by and between the Bareboat Charterers and the Mortgagee.

45.	NOT IN USE
46.	NOT IN USE
---	---
47.	NOT IN USE
---	---
48.	NOT IN USE
---	---
49.	BAREBOAT CHARTERERS' OPTION TO PURCHASE VESSEL
---	---

(a) The Bareboat Charterers or their guaranteed nominee shall have the option to purchase the Vessel at any time from the end of 2^nd^ year after the Delivery Date onwards throughout the Charter Period on a strictly "as is where is" basis (physically) (the “Purchase Option”).

(b) The Purchase Option may be exercised from the 2nd anniversary of the Delivery Date provided however that the Owners are given by the Bareboat Charterers a minimum three (3) months prior written irrevocable notice, executed by a duly authorized officer or attorney-in-fact, of their intention to exercise the Purchase Option.

(c) The price to be paid by the Bareboat Charterers for the Vessel shall be as set out in Annex 2 hereto and shall between relevant year-end dates be adjusted and calculated on a pro-rata basis.

(d) Upon the Owners’ receipt in full of the payment of the applicable Purchase Option price and other amounts due and payable to the Owners under this Charter (until such full payment, the Owners shall not be obligated to transfer tile to the Vessel to the Bareboat Charterers), the Owners shall (except in case of Total Loss) transfer the legal and beneficial ownership of the Vessel on an “as is where is” basis to the Bareboat Charterers or their guaranteed nominees free of all debts, encumbrances, mortgages and maritime liens which have been created or incurred by the Owners, and shall execute a bill of sale and a protocol of delivery and acceptance evidencing the same and any other document necessary to transfer the title of the Vessel to the Bareboat Charterers (and to the extent required for such purposes the Vessel shall be deemed first to have been redelivered to the Owners). Upon delivery, the Bareboat Charterers shall provide the Owners with the documents as the Owners may reasonably require for the sale of the Vessel under this Clause 49 (such as minutes and POA). No separate Memorandum of Agreement will be required for the sale and purchase of the Vessel pursuant to this Clause 49.

(e) Any security granted by the Bareboat Charterers in favor of the Owners, any of the Owners' financiers or to any other persons to the benefit of the Owners shall be released prior to the time of delivery of the Vessel to the Bareboat Charterers pursuant to this Clause 49. Any costs for release of security granted by the Bareboat Charterers in favor of the Owners shall be for Bareboat Charterers’ account.

(f) Further, the following provisions shall apply to the sale and purchase of the Vessel under this Clause 49:

(i)	The Owners as seller makes no representation or warranty (and whether expressed or implied by statute, common law or others) as to any seaworthiness, merchantability, condition, design, description, operation,<br> performance, capacity, quality, durability, or fitness for use or as to the eligibility of the Vessel with everything belonging to her for any particular purpose or trade whatsoever; and
(ii)	If the Bareboat Charterers shall appoint a guaranteed nominee as a buyer (the “Nominated Buyer”) under this Clause 49, the Bareboat Charterers shall unconditionally and irrevocably, as principal debtor and not<br> merely as surety, guarantee any and all obligations of the Nominated Buyer under the sale and purchase of the Vessel in this Clause 49.
---	---
50.	NOT IN USE
---	---
51.	MISCELLANEOUS
---	---
(a)	The terms and conditions of this Charter and the respective rights of the Owners and the Bareboat Charterers shall not be waived or varied otherwise than by an instrument in writing of the same date as or subsequent to this Charter executed<br> by both parties or by their duly authorized representatives.
---	---
(b)	No failure or delay on the part of the Owners or the Bareboat Charterers in exercising any power, right or remedy hereunder or in relation to the Vessel shall operate as a waiver thereof nor shall any single or<br> partial exercise of any such right, power or remedy preclude any other or further exercise of any such right or power or the exercise of any other right, power or remedy.
---	---

(c)	lf any terms or condition of this Charter shall to any extent be illegal, invalid or unenforceable, the remainder of this Charter shall not be affected thereby and all other terms and condition shall be legal<br> valid and enforceable to the fullest extent permitted by law.
52.	COMMUNICATIONS
---	---

Except as otherwise provided for in this Charter, all notices or other communications under or in respect of this Charter to either party hereto shall be in writing and shall be made or given to such party at the address, facsimile number or e-mail address appearing below (or at such other address, facsimile number or e-mail address as such party may hereafter specify for such purposes to the other by notice in writing):-

(i) in the case of the Owners to

Great Something Co. Ltd

c/o Evahline Inc.

3-7-37 Nishichuo, Kure City, Hiroshima-Pref.,737-0811 Japan

Tell: +81-823-32-5124

Fax: +81-823-32-5126

Email: watanabe@evahline.jp & oggroup@evahline.jp

(ii) in the case of the Bareboat Charterers to

Knight Ocean Navigation Co.

c/o 154 Vouliagmenis Avenue, 16674, Glyfada, Greece

Tel: +30 213 0181500

E-mail: finance@seanergy.gr & legal@seanergy.gr

Attention: Mr. Stavros Gyftakis

A written notice includes a notice by facsimile or e-mail. A notice or other communication received on a non-working day or after business hours in the place of receipt shall be deemed to be served on the next following working day in such place.

Subject always to the foregoing sentence, any communication by personal delivery or letter shall be deemed to be received on delivery, any communication by e-mail shall be deemed to be received upon transmission of the automatic answer back of the addresses and any communication by facsimile shall be deemed to be received upon appropriate acknowledgment by the addressee's receiving equipment

All communications and documents delivered pursuant to or otherwise relating to this Charter shall either be in English or accompanied by a certified English translation by an authorized translator.

53.	TRADING IN WAR RISK AREA

The Bareboat Charterers have the right to order the Vessel into an area subject to War Risks as defined in Clause 26 (the “War Risks Area”) provided that all Marine, War and P&I insurance are maintained with full force and effected and Bareboat Charterers shall pay and all additional premiums to maintain such insurance and comply with the relevant requirements under Marine, War and P&I insurance. If any Marine. War or P&I insurance ceases to be effective, the Charterers forthwith direct the Vessel to move out of the War Risks Area.

54.	INVENTORIES, OIL AND STORES

The Owners shall, at the time of redelivery without the Charterers purchasing the Vessel in accordance with the Charter, take over and pay for all remaining bunkers, and unused lubricating and hydraulic oils and unused greases in the said Vessel at the last purchase price of the Bareboat Charterers with supporting vouchers/invoices. However, the Bareboat Charterers shall not pay to the Owners at the time of delivery for any bunkers, lubricating and hydraulic oil and greases, provisions, paints, ropes and consumable stores which the Bareboat Charterers have supplied to the Vessel at the Bareboat Charterers' expense prior to delivery.

55.	TRADE AND COMPLIANCE CLAUSE

The Bareboat Charterers and the Owners hereby agree that neither they or their directors or Owners’ group of companies/shareholders and to the best of their knowledge under this Charter have been designated under any applicable national or international law or regulation imposing trade and economic sanctions, including the USA, the EU, the UK, Japan and the UN. Further, the Bareboat Charterers and the Owners agree that performance of this Charter will not infringe any sanctions or restrictions under any applicable national or international law or regulation imposing trade or economic sanctions.

The Owners and the Bareboat Charterers agree and undertake to each other that the Vessel shall not sail, trade or operate or otherwise be used in any countries, territories, ports and other areas subject to any applicable national or international law or regulation imposing trade and economic sanctions, including the USA, the EU, the UK, Japan and the UN.

56.	MINIMUM VALUE
a)	The Bareboat Charterers shall procure that during the Charter Period, the market value of the Vessel shall be equal to or higher than 120% of the Outstanding Lease Amount (the “Minimum Value”). On every twelve month anniversary of the<br> Delivery Date, the Bareboat Charterers shall, at their own cost and time, obtain and deliver a valuation from each of Fearnley Offshore, and Simpson Spence Young , evidencing the market value of the Vessel (the average of the two valuations<br> received being called the “Market Value”).
---	---
b)	If the Market Value is less than the Minimum Value, the Bareboat Charterers shall remedy the same by either (and the Owners' option):
---	---
(i)	prepay the Amortization Component of the Charter Hire at least in the amount equal to the Minimum Value less the Market Value (the “Difference Amount”); or
---	---
(ii)	make available to the Owners a cash collateral of the Difference Amount or more,
---	---

required to restore the aforesaid ratio.

The prepayment of the Amortisation Component of the Charter Hire or provision of the cash collateral as set out above shall be made on next following payment of charter hire, provided, however, that if the next following date for payment of charter hire is less than 30 days after notification of the breach of the minimum value clause, then the payment shall be made no later than on the second Payment Date thereafter. In the event of a prepayment of the Amortisation Component of the Charter Hire, future Charter Hire payments shall be adjusted accordingly pro rata, reflecting the new outstanding Amortisation Component.

If the Market Value, including the value of the cash collateral previously provided by the Bareboat Charterers exceeds or is 120% of the Outstanding Lease Amount, the Owners, after receiving a notice from the Bareboat Charterers to do so (such notice to include evidence, at the cost of the Bareboat Charterers, satisfactory to the Owners that the ratio specified in Clause 56 a) has been maintained for a period of 3 months prior to such notice) will release any such cash collateral specified by the Bareboat Charterers to the extent that the relevant ratio shall continue to be at least the percentage required pursuant to Clause 56 a) at the relevant time following such release.

In the event the cash collateral is provided by the Charterers pursuant to this Clause 56. such cash collateral shall be held by the Owners. If this Charter is terminated by the Owners in accordance with Clause 49, the Owners may set off such cash collateral against the equivalent amount of the Termination Compensation.

57.	COSTS
a)	Each of the Owners and the Bareboat Charterers shall bear the costs and expenses they incur in connection with the negotiation, preparation and execution of this Charter and any other documents prepared in connection hereto, provided<br> however, that Bareboat Charterers accept to pay to the Owners a upfront fee of USD 150,000.
---	---
b)	The upfront fee shall be payable together with the first installment of Charter Hire.
---	---
58.	CHARTERERS’ UNDERTAKINGS
---	---
(a)	The Bareboat Charterers shall notify the Owners forthwith of:
---	---
(i)	any accident to the Vessel involving repairs the cost whereof will or is likely to exceed in the aggregate the sum of US$ 500,000.00 or the equivalent in any other currency;
---	---
(ii)	any occurrence in consequence whereof the Vessel has become or is likely to become a Total Loss or Compulsory Acquisition;
---	---
(iii)	any arrest, detention, seizure or confiscation of the Vessel, or the exercise or purported exercise of any lien on the Vessel; and/or
---	---
(iv)	occurrence of the Termination Event or any occurrence in consequence whereof the Termination occurs or is likely to occur.
---	---

(b)	The Bareboat Charterers shall, at all times, place and maintain in a conspicuous place in the navigation room and in the cabin of the Captain of the Vessel a printed notice in the following form:-

NOTICE OF MORTGAGE

“This Vessel is subject to a First Preferred Liberian Ship Mortgage in favour of THE CHUGOKU BANK, LTD. under authority of Title 21 of the Liberian Code of Law of 1956 as amended. Under the terms of the said Mortgage, neither the Owner nor any charterer nor the Master of this Vessel nor any other person shall have any right, power or authority to create, incur or permit to be imposed upon this Vessel any lien whatsoever other than for crew's wages and salvage.”

Annex 1

Overview of Outstanding Lease Amount and Amortization:

Year	Month	Opening Balance	Amortization	Ending<br><br> <br>balance/Outstanding<br><br> <br>Lease Amount
0	0	19,000,000.00		19,000,000.00
1	1	19,000,000.00	263,889.89	18,736,110.11
1	2	18,736,110.11	263,889.89	18,472,220.22
1	3	18,472,220.22	263,889.89	18,208,330.33
1	4	18,208,330.33	263,889.89	17,944,440.44
1	5	17,944,440.44	263,889.89	17,680,550.55
1	6	17,680,550.55	263,889.89	17,416,660.66
1	7	17,416,660.66	263,889.89	17,152,770.77
1	8	17,152,770.77	263,889.89	16,888,880.88
1	9	16,888,880.88	263,889.89	16,624,990.99
1	10	16,624,990.99	263,889.89	16,361,101.10
1	11	16,361,101.10	263,889.89	16,097,211.21
1	12	16,097,211.21	263,889.89	15,833,321.32
2	13	15,833,321.32	263,889.89	15,569,431.43
2	14	15,569,431.43	263,889.89	15,305,541.54
2	15	15,305,541.54	263,889.89	15,041,651.65
2	16	15,041,651.65	263,889.89	14,777,761.76
2	17	14,777,761.76	263,889.89	14,513,871.87
2	18	14,513,871.87	263,889.89	14,249,981.98
2	19	14,249,981.98	263,889.89	13,986,092.09
2	20	13,986,092.09	263,889.89	13,722,202.20
2	21	13,722,202.20	263,889.89	13,458,312.31
2	22	13,458,312.31	263,889.89	13,194,422.42
2	23	13,194,422.42	263,889.89	12,930,532.53
2	24	12,930,532.53	263,889.89	12,666,642.64
3	25	12,666,642.64	263,889.89	12,402,752.75
3	26	12,402,752.75	263,889.89	12,138,862.86
3	27	12,138,862.86	263,889.89	11,874,972.97
3	28	11,874,972.97	263,889.89	11,611,083.08
3	29	11,611,083.08	263,889.89	11,347,193.19

3	30	11,347,193.19	263,889.89	11,083,303.30
3	31	11,083,303.30	263,889.89	10,819,413.41
3	32	10,819,413.41	263,889.89	10,555,523.52
3	33	10,555,523.52	263,889.89	10,291,633.63
3	34	10,291,633.63	263,889.89	10,027,743.74
3	35	10,027,743.74	263,889.89	9,763,853.85
3	36	9,763,853.85	263,889.89	9,499,963.96
4	37	9,499,963.96	263,889.89	9,236,074.07
4	38	9,236,074.07	263,889.89	8,972,184.18
4	39	8,972,184.18	263,889.89	8,708,294.29
4	40	8,708,294.29	263,889.89	8,444,404.40
4	41	8,444,404.40	263,889.89	8,180,514.51
4	42	8,180,514.51	263,889.89	7,916,624.62
4	43	7,916,624.62	263,889.89	7,652,734.73
4	44	7,652,734.73	263,889.89	7,388,844.84
4	45	7,388,844.84	263,889.89	7,124,954.95
4	46	7,124,954.95	263,889.89	6,861,065.06
4	47	6,861,065.06	263,889.89	6,597,175.17
4	48	6,597,175.17	263,889.89	6,333,285.28
5	49	6,333,285.28	263,889.89	6,069,395.39
5	50	6,069,395.39	263,889.89	5,805,505.50
5	51	5,805,505.50	263,889.89	5,541,615.61
5	52	5,541,615.61	263,889.89	5,277,725.72
5	53	5,277,725.72	263,889.89	5,013,835.83
5	54	5,013,835.83	263,889.89	4,749,945.94
5	55	4,749,945.94	263,889.89	4,486,056.05
5	56	4,486,056.05	263,889.89	4,222,166.16
5	57	4,222,166.16	263,889.89	3,958,276.27
5	58	3,958,276.27	263,889.89	3,694,386.38
5	59	3,694,386.38	263,889.89	3,430,496.49
5	60	3,430,496.49	263,889.89	3,166,606.60
6	61	3,166,606.60	263,889.89	2,902,716.71
6	62	2,902,716.71	263,889.89	2,638,826.82
6	63	2,638,826.82	263,889.89	2,374,936.93
6	64	2,374,936.93	263,889.89	2,111,047.04
6	65	2,111,047.04	263,889.89	1,847,157.15
6	66	1,847,157.15	263,889.89	1,583,267.26
6	67	1,583,267.26	263,889.89	1,319,377.37
6	68	1,319,377.37	263,889.89	1,055,487.48
6	69	1,055,487.48	263,889.89	791,597.59
6	70	791,597.59	263,889.89	527,707.70
6	71	527,707.70	263,889.89	263,817.81
6	72	263,817.81	263,817.81	0.00

Annex 2

Purchase Option Price:

Period	Premium (% of outstanding<br><br> <br>lease)	Purchase option price<br><br> <br>(USDm)
At the end of 2^nd^ year	3%	USD 13,046,641.92
At the end of 3^rd^ year	3%	USD 9,784,962.88
At the end of 4^th^ year	2.75%	USD 6,507,450.63
At the end of 5^th^ year	2.25%	USD 3,237,855.25
At the end of 6^th^ year	0.0%	USD 0.00

Annex 3

Vessel Details:

Vessel Name: Knightship

Official number: 17746

Call sign: D5MN5

IMO number: 9507893

Home port: Monrovia, Liberia

Class society: Bureau Veritas

Length overall: 291.97 M

Breadth: 45 M

NT: 50,500

GT: 93,186

Annex 4

Form of Letter of Quiet Enjoyment:

Letter of Quiet Enjoyment

To: Knight Ocean Navigation Co., of the Republic Liberia

Date: ________________, 2023

Dear Sirs,

RE: “KNIGHTSHIP” (IMO NO. 9507893) (the “Vessel”)

1.	We refer to the bareboat charter party dated March [●] 2023 and entered into between Knight Ocean Navigation Co., of the Republic of Liberia (the “Bareboat Charterers”)<br><br><br><br> as charterer and GREAT SOMETHING CO., LTD. of the Republic of the Marshall Islands (the “Owners”) as owner relating to the Vessel (the “Charterparty” as amended and<br> supplemented, as the case may be).
2.	This is to notify you that the Vessel has been mortgaged to us (the "Mortgagee") by the Owners pursuant to a first preferred ship mortgage dated [●] 2023 (the “Mortgage”<br> as amended and supplemented, as the case may be) which has been executed in our favor as security among other things for the Owners’ obligations under a loan agreement in our favor dated [●] 2023 executed (among others) by our company as lender<br> and the Owners as borrower (the “Loan Agreement” as amended and supplemented, as the case may be) (The Loan Agreement, the Mortgage, the Assignment of Insurance, and the Assignment of Charter Hire and all<br> of their addenda, amendments and supplements from time to time in force being hereinafter collectively referred to as the “Finance Documents”).
---	---
3.	In consideration of the due performance and observance by the Bareboat Charterers of (i) all of their material obligations under the Charterparty (subject to any grace periods, if any, as provided in the Charterparty), (ii) all of their<br> obligations and undertakings under an Assignment of Insurance dated [●] (the “Assignment of Insurance”) and (iii) all matters which the Bareboat Charterers have agreed to comply with in the<br> acknowledgement and undertaking dated [●] (the “Acknowledgement and Undertaking of AOC") in relation to the assignment of charter hire and other moneys under the Charterparty and the charter guarantee<br> (the “Assignment of Charter Hire”), and other sufficient good and valuable consideration, receipt of which is hereby acknowledged by our company, we hereby irrevocably undertake and confirm to the<br> Bareboat Charterers the following:
---	---
(1)	We, as the Mortgagee, during the charter period under the Charterparty, irrevocably and unconditionally undertake that we shall not and will not in any way whatsoever:
---	---
a)	take possession of the Vessel nor issue any arrest, detention or similar proceedings against the Vessel in any jurisdiction;
---	---
b)	exercise any rights and powers granted to the Mortgagee to enforce the Mortgage, including the power of sale or other disposal of the Vessel or to disturb or interfere with your quiet and peaceful use, possession and quiet enjoyment of the<br> Vessel pursuant to the terms of the Charterparty or make any claim or take any action or issue proceedings which will result in the Vessel being arrested, detained or sold (whether by public auction or private treaty) or take any other similar<br> action in relation to the Vessel in any jurisdiction, or exercise against the Vessel any right or remedy which would diminish, prejudice or interfere, or otherwise be inconsistent with the Bareboat Charterers’ rights, options (including,<br> without limitation the quiet and peaceful use, possession and enjoyment of the Vessel and the Purchase Option) benefits or privileges under the Charterparty in accordance with the terms thereof; or
---	---

c)	appoint a receiver in respect of the Vessel; or
d)	take any step to wind up, liquidate, or place in administration or receivership the Bareboat Charterers or commence or continue any analogous proceedings in any jurisdiction; or
---	---
e)	exercise against the Vessel any other right or remedy in a manner that could diminish, prejudice or interfere with your rights, options, benefits or privileges under the Charterparty or otherwise interfere with the quiet and peaceful<br> possession, use and enjoyment of the Vessel by the you under the Charterparty.
---	---
f)	agree to any re-borrowing of any amount repaid under the Loan Agreement for the financing the Owner in respect of the Vessel, any increase in the principal amount or any extension to the maturity date in respect of the Loan Agreement without<br> the Bareboat Charterers’ prior written consent which shall not be unreasonably withheld, delayed or conditioned.
---	---
(2)	Clause 3(1) hereof shall not apply in full and the Mortgagee shall be free to exercise and enforce the Mortgage and other Finance Documents without any limitation at any time if:
---	---
a)	any event or circumstance set forth as “Termination Event” in Clause 41(a) of the Charterparty shall have occurred and which is continuing without the full remedy; or
---	---
b)	the Bareboat Charterers fail to perform or comply with its obligations under the Assignment of Insurance; or
---	---
c)	the Bareboat Charterers fail to comply with the matters stipulated in the Acknowledgement and Undertaking of AOC.
---	---
4.	Provided that no events as referred to in Clause 3 (2) hereof shall have occurred and is continuing, after the occurrence of any events of default under the Loan Agreement or any other Finance Documents ("Events<br><br><br><br> of Default"), there shall be no interruption of the Bareboat Charterers' right of quiet enjoyment granted under this letter. Notwithstanding the foregoing, the Mortgagee shall in such case be entitled to serve a written notice (the “Notice”) to the Bareboat Charterers requiring the Bareboat Charterers to select either of (a) assume all rights and obligations of the Owner under the Loan Agreement on the only condition that the ownership<br> of the Vessel is transferred to the Bareboat Charterer (the “Assumption”) and (b) purchase the Vessel at the price equal to the aggregate of all amounts (including but not limited to the outstanding<br> principal amount, interest thereon and costs to be borne by the Owner) payable to the Mortgagee under the Loan Agreement and other Finance Documents (the “Purchase”). The Parties agree to take all steps<br> necessary for the transfer of ownership of the Vessel and (in case of the Assumption) for the Bareboat Charterer to assume the obligations of the Owners under the Loan Agreement.
---	---

If the Bareboat Charterers fail to complete the Assumption or the Purchase as selected by the Bareboat Charterers, or fail to select either of them, within three (3) months of receipt of the Notice, for any reason other than solely attributable to the Mortgagee or the Owner, thereafter the Mortgagee shall be free to exercise and enforce the Mortgage and other Finance Documents without limitation.

5.	We as the Mortgagee undertake that we will release any security interest over or in respect of the Vessel in favour of the Mortgagee (including vessel mortgage) upon receipt of the full amount of the respective Purchase Option Price as set<br> out in the Bareboat Charterparty and any amounts due but unpaid by the Bareboat Charterers under the Bareboat Charter Party.

6.	A person who is not a party to this Letter may not enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999.
7.	We hereby confirm that this letter is executed by person who is acting under the authority of the Mortgagee.
---	---
8.	This letter shall be binding upon us and our successors and any assignee of our rights under the Loan Agreement for so long as the Charterparty remains in effect.
---	---
9.	All notices and communication between the parties shall take place in writing in accordance with the below contact details:
---	---

Knight Ocean Navigation Co.

c/o 154 Vouliagmenis Avenue

16674, Glyfada, Greece

Attn: Mr. Stavros Gyftakis

Phone: + 30 213 0181500

E-mail: finance@seanergy.gr & legal@seanergy.gr

THE CHUGOKU BANK, LTD. (Ship Finance Center)

2-9, Higashigosho-cho, Onomichi City, Hiroshima-Pref., Japan

Phone: +81-848-25-2160

Fax: +81-848-25-3780

10.	By its countersignature of this Letter, the Owners and the Bareboat Charterers acknowledge and consent to the terms hereof.
11.	This letter shall become effective and binding on the Mortgagee, the Owners and the Bareboat Charterers upon the Owners and the Bareboat Charterers counter-signing this letter.
---	---
12.	This Letter and all non-contractual obligations arising from or in connection with this letter shall be governed by and construed in accordance with English law.
---	---
13.	Any dispute arising out of or in connection with this Letter shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof. The arbitration shall be conducted in<br> 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<br> 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 14 calendar days of that notice and stating that it will appoint its arbitrator as sole<br> arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days<br> 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<br> arbitrator shall be binding on both parties as if he had been appointed by agreement. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. In cases where<br> neither the claim nor any counterclaim exceeds the sum of US$100,000 (or such other sum as the parties may agree) the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration<br> proceedings are commenced.
---	---

[Signature Pages Follow]

Yours faithfully

For and on behalf of
THE CHUGOKU BANK, LTD.
By:
Name: Taizo Ito
Title: General Manager of Ship Finance Center
Date:

In consideration of the above premises and the mutual covenants set forth herein, and for other good and valuable mutual consideration, the receipt and sufficiency of which are hereby mutually acknowledged, we, the Owners and the Bareboat Charterers, respectively hereby acknowledge and consent to any and all terms of this Letter:

For and on behalf of	For and on behalf of
GREAT SOMETHING CO., LTD.	Knight Ocean Navigation Co.
By:	By:
Name: Sachihiko Watanabe	Name: Stavros Gyftakis
Title: Director	Title: Director
Date:	Date:

Annex 5

Form of Protocol of Acceptance and Delivery

PROTOCOL OF DELIVERY AND ACCEPTANCE

UNDER BAREBOAT CHARTERPARTY DATED as of [ ], 2023

Date: [ ]

Time: [ ]

Place: [ ]

It is hereby confirmed that [ • ] with registered address at [ • ] (the “Owners”) delivers to KNIGHT OCEAN NAVIGATION CO., of the Republic of Liberia (the “Bareboat Charterers”), the Liberian flagged M.V. “KNIGHTSHIP” with IMO number 9507893 (the “Vessel”) and the Bareboat Charterers accepts delivery of the Vessel on the date, time and place referred to in this Protocol pursuant to the terms and conditions of the Bareboat Charter Agreement dated as of [ ], March 2023 made between (1) the Owners and (2) the Charterer.

For and on behalf of	For and on behalf of
GREAT SOMETHING CO. LTD	KNIGHT OCEAN NAVIGATION CO.
Name:	Name:
Title:	Title:

Exhibit 4.60

Addendum to Bareboat Charter Agreement dated 29 March 2023 in respect of Liberia flag cape size bulk carrier M.V. Knightship (IMO No. 9507893) (The BBC”)

The undersigned hereby agree to the following additional provision to the BBC;

In the event the Bareboat Charterers do not exercise (or have not exercised) the Purchase Option at least three (3) months prior to the expiry of the Charter Period (i.e. 6 years) and the BBC continues without early termination until the expiry of the Charter Period, the Bareboat Charterers shall have an unconditional obligation (the "Purchase Obligation") to purchase the Vessel from the Owners at the expiry of the Charter Period for the price of USD 1 (United States Dollars One).

The provisions of Clause 49 of the BBC relating to Bareboat Charterers' option to purchase the Vessel shall apply mutatis mutandis with respect to the Charterers' exercise of the Purchase Obligation.

---

This Addendum shall be governed by and construed in accordance with English law.

Date: 29 March March 2023

Owners:	Bareboat Charterers:
/s/ Kazuhiro Watanabe	/s/ Stavros Gyftakis
GREAT SOMETHNG Co., Ltd.	Knight Ocean Navigation Co.
(Owner)	(Bareboat Charterer)
Kazuhiro Watanabe	Stavros Gyftakis
Director	Director

Exhibit 4.61

CHARTERER PERFORMANCE GUARANTEE

IN RESPECT OF THE BAREBOAT CHARTER PARTY (BARECON 2001)

DATED 29^th^March 2023

MV KNIGHTSHIP

^^ 29^th^ March 2023

To: GREAT SOMETHING Co., Ltd.

From: SEANERGY MARITIME HOLDINGS CORP. ("Guarantor")

Reference is made to a Barecon 2001 Bareboat Charter Party and the rider clauses and annexures thereto, Dated 29^th^ March 2023 (as amended from time to time, hereinafter referred to as the "Bareboat Charter Party"), between Knight Ocean Navigation Co., of the Republic of Liberia (hereinafter referred to as “Charterers”) and Great Something Co., Ltd., of the Republic of the Marshall Islands (hereinafter referred to as “Owners”).

1.	In consideration of the Owners entering into the Bareboat Charter Party with the Charterers, we, Seanergy Maritime Holdings Corp., a company organized and existing<br> under the laws of the Republic of the Marshall Islands having our registered office at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro MH96960,<br> Marshall Islands and being the ultimate parent company of the Charterers, irrevocably and unconditionally guarantee to the Owners and their successors, transferees and assigns the due and punctual performance of all present and future<br> obligations of the Charterers under the Bareboat Charter Party.
2.	If at any time, the Charterers default in the performance of any terms, provisions, conditions and obligations under the Bareboat Charter Party, we Seanergy Maritime<br> Holdings Corp. will as primary obligor and not merely as a surety perform or cause to be performed each and every one of the terms, provisions, conditions and obligations of the Charterer under the Bareboat Charter Party and will pay on<br> demand any sum in connection with non-performance by the Charterers of any of the terms, provisions, conditions and obligations under the Bareboat Charter Party that is not paid when it is due and payable.
---	---
3.	Any demand made by the Owners under this Performance Guarantee shall be made in writing signed by an authorized signatory of the Owners and shall specify the default of<br> the Charterers and shall be accompanied by a copy of the notice of such default served on the Charterers by the Owners together with a statement (if any) that the Charterers have failed to remedy such default within any applicable grace<br> period.
---	---
4.	The Owners may make more than one demand under this Performance Guarantee
---	---
5.	Our obligations under this Performance Guarantee shall not be affected by any act, omission, matter or thing, which, but for this paragraph would reduce, release or<br> prejudice any of our obligations under this Performance Guarantee (without limitation and whether or not known to it or to ourselves), including:
---	---
(a)	any waiver, release or consent granted to, or composition with the Charterers or any other person;
---	---
(b)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the legal or beneficial ownership, the members or status of the<br> Charterers or any other person;
---	---
(c)	any amendment or variation, however fundamental, to the terms and conditions of the Bareboat Charter Party;
---	---
(d)	any unenforceability, illegality or invalidity of any obligation under the Bareboat Charter Party; or
---	---
(e)	any insolvency, bankruptcy, reorganization, reconstruction, rehabilitation, liquidation or amalgamation of the Charterers, or appointment of any receiver,<br> administrative receiver or administrator of any of the Charterers’ assets, or any other similar proceedings.
---	---

We hereby waive (a) any right we may have of first requiring the Owners to take any action, obtain any judgment or enforce any other rights against the Charterers before claiming from us under this Performance Guarantee, save that a written demand must first be made against the Charterers and the Charterers must have failed to honor its obligations within any applicable grace period under the Bareboat Charter Party and (b) to the extent permitted by the governing law hereof, all defences of a surety to which we may be entitled by statute or otherwise, including, protest, presentment, demand for performance, notice of default or non-performance and notice of dishonour.

6.	All payments under this Performance Guarantee shall be made in full without set off or deduction. If any tax or other sum must be deducted from any amount payable by<br> ourselves under this Performance Guarantee, we shall pay such additional amounts as are necessary to ensure that the Owners receive a net amount equal to the full amount they would have received before such deductions.
7.	The provisions of clause 52 (Communications) of the Bareboat<br> Charter Party shall apply (mutatis mutandis) to this Performance Guarantee as if it were set out in full with references to this Performance Guarantee substituted for references to the Bareboat Charter Party and with references to us as<br> Guarantor substituted for references to the Charterers.
---	---
8.	This Performance Guarantee shall be binding upon the undersigned, its successors and assignees and shall inure to the benefit of and be enforceable by the Owners, their successors and assignees. We shall have no right to delegate nor assign any of the obligations or liabilities undertaken in this Performance Guarantee without the prior written consent of the<br> Owners.
---	---
9.	If, at any time, any provision of this Performance Guarantee is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither<br> the legality, validity or enforceability of the remaining provisions of this Performance Guarantee under the law of that jurisdiction nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will<br> in any way be affected or impaired.
---	---
10.	This Performance Guarantee is intended to create legal relations between us and the Owners, their successors and assignees.
---	---
11.	We make the following representations and warranties:
---	---
(a)	we are a corporation, duly incorporated or formed and validly existing under the laws of our jurisdiction of incorporation or formation;
---	---
(b)	the obligations expressed to be assumed by us in this Performance Guarantee are, subject to any general principles of law or equity limiting our obligations which are<br> applicable to creditors generally, legal, valid, binding and enforceable obligations;
---	---
(c)	the entry into and performance by us of this Performance Guarantee do not and will not:
---	---
(i)	conflict with any law or regulation applicable to us, our constitutional documents or any agreement or instrument binding upon us or any of our assets, subject to any<br> general principles of law limiting our obligations which are applicable to creditors generally; or
---	---
(ii)	constitute a default or termination event (however described) under any agreement or instrument binding on us or any of our assets which would have a material adverse<br> effect on our ability to perform our payment obligations under this Performance Guarantee; and
---	---
(d)	subject to any general principles of law limiting our obligations which are applicable to creditors generally, all authorisations necessary for us to enter into and<br> perform this Performance Guarantee have been obtained and are in full force and effect.
---	---

12.	Subject to the provisions of this Performance Guarantee, in no circumstances whatsoever shall our liability hereunder exceed the liability of the Charterers under the<br> Bareboat Charter Party.
13.	This Performance Guarantee and any non-contractual obligations arising from or in connection with it shall be governed by and construed in accordance with English law.
---	---
14.	Clause 30 (Dispute Resolution) of the Bareboat Charter Party shall apply to this Performance Guarantee as if it was expressly incorporated in this Performance Guarantee<br> with any necessary modifications.
---	---

The Owners shall not assign their rights under this Performance Guarantee without the prior written consent given by us. In this regard, we hereby give our consent to the assignment of the Owners’ rights hereunder to its financier for the purchase of the Vessel (i.e. THE CHUGOKU BANK, LTD.).

Yours faithfully,

Seanergy Maritime Holdings Corp.

By: /s/ Stavros Gyftakis

    Name: Stavros Gyftakis

    Title: Chief Financial Officer

By our execution of this Performance Guarantee we agree to the terms of this Performance Guarantee and to be bound by it.

Dated: 29^th^ March 2023

Acknowledged and agreed by:

GREAT SOMETHING Co., Ltd.

By:_/s/ Kazuhiro Watanabe

Name: Kazuhiro Watanabe

Title: Director

Dated: 29^th^March 2023

Exhibit 4.67

1. Date of Agreement<br> <br> M/V [name of vessel]
2.	3.	Managers (name, place of registered office and law of registry) (Cl. 1)<br><br> <br>SEANERGY SHIPMANAGEMENT CORP.
		Name<br><br> <br><br><br> <br>Trust Company Complex, Ajeltake Road, Ajeltake Island<br><br> <br>Majuro MH96960, Marshall Islands
		Place of registered office<br><br> <br>Republic of the Marshall Islands
		Law of registry

5. Crew Management (state “yes” or “no” as agreed) (Cl. 3.1)<br> NO	6. Technical Management (state “yes” or “no” as agreed) (Cl. 3.2)<br><br> <br>YES
7. Commercial Management (state “yes” or “no” as agreed) (Cl. 3.3)<br> NO	8. Insurance Arrangements (state “yes” or “no” as agreed) (Cl. 3.4)<br><br> <br>YES
9. Accounting Services (state “yes” or “no” as agreed) (Cl. 3.5)<br> YES	10. Sale or purchase of the Vessel (state “yes” or “no” as agreed) (Cl. 3.6)<br><br> <br>YES, upon Owner’s request
11. Provisions (state “yes” or “no” as agreed) (Cl. 3.7)<br> YES	12. Bunkering (state “yes” or “no” as agreed) (Cl. 3.8)<br><br> <br>YES
13. Chartering Services (only to be filled in if “yes” stated in box 7) (Cl . 3.3(i))<br> NO	14. Managers’ Insurance (state alternative (i), (ii) or (iii) of Cl.<br><br><br><br> 6.3)<br><br> <br>YES AS PER CLAUSE 6.3 (i)
15. Annual Management Fee (state annual amount) (Cl. 8.1)<br> US [ ] monthly	16. Severance Costs (state maximum amount) (Cl. 8.4(ii))<br><br> <br>N/A
17. Day and year of termination of Agreement (Cl. 17)<br> N/A	18. Law and Arbitration (state alternative 19.1, 19.2 or 19.3; if 19.3 place of arbitration must be stated) (Cl. 19)<br><br> <br>AS PER CLAUSE 19.1
19. Notices (state postal and cable addresses, telex and telefax number for serving notice and communication to the Owners) (Cl. 20)<br> <br> c/o United Maritime Corporation<br> 154 Vouliagmenis Avenue<br> 166 74 Glyfada, Greece<br> Attention: General Counsel<br> Attention (email): legal@usea.gr	20. Notices (state postal and cable addresses, telex and telefax number for serving notice and communication to the Managers) (Cl. 20)<br><br> <br><br><br> <br>SEANERGY SHIPMANAGEMENT CORP.<br><br> <br>154 Vouliagmenis Avenue<br><br> <br>166 74 Glyfada, Greece<br><br> <br>Attention: General Counsel<br><br> <br>Attention (email): legal@seanergy.gr

All values are in US Dollars.

It is mutually agreed between the party stated in Box 2 and the party stated in Box 3 that this Agreement consisting of PART I and PART II as well as Annexes “A” (Details of Vessel) and “B” (Budget) attached hereto, shall be performed subject to the conditions contained herein. In the event of a conflict of conditions, the provisions of PART I and Annexes “A” and “B” shall prevail over those of PART II to the extent of such conflict but no further.

Signature(s) (Owners)<br><br> <br><br><br> <br>[Name of Owner]	Signature(s) (Managers)<br><br> <br><br><br> <br>SEANERGY SHIPMANAGEMENT CORP.

PART II

1.	Definitions	1
	In this Agreement save where the context otherwise requires,	2
	the following words and expressions shall have the meanings	3
	hereby assigned to them.	4
	"Owners" means the party identified in Box 2.	5
	"Managers" means the party identified in Box 3.	6
	"Vessel" means the vessel or vessels details of which are set	7
	out in Annex "A" attached hereto.	8
	"Crew" means the Master, officers and ratings of the numbers,	9
	rank and nationality specified by the Owners.	10
	~~"Crew Support Costs"~~ ~~means all expenses of a general nature~~	~~11~~
	~~which are not particularly referable to any individual vessel for~~	~~12~~
	~~the time being managed by the Managers and which are incurred~~	~~13~~
	~~by the Managers for the purpose of providing an efficient and~~	~~14~~
	~~economic management service and, without prejudice to the~~	~~15~~
	~~generality of the foregoing, shall include the cost of crew standby~~	~~16~~
	~~pay, training schemes for officers and ratings, cadet training~~	~~17~~
	~~schemes, sick pay, study pay, recruitment and interviews.~~	~~18~~
	~~"Severance Costs"~~ ~~means the costs which the employers are~~	~~19~~
	~~legally obliged to pay to or in respect of the Crew as a result of~~	~~20~~
	~~the early termination of any employment contract for service on~~	~~21~~
	~~the Vessel.~~	~~22~~
	"Crew Insurances" means insurances against crew risks which	23
	shall include but not be limited to death, sickness, repatriation,	24
	injury, shipwreck unemployment indemnity and loss of personal	25
	effects.	26
	"Management Services" means the services specified in sub-	27
	clauses 3.1 to 3.8 as indicated affirmatively in Boxes 5 to 12 and all other functions performed by the Managers under the terms of this Agreement.	28
	"ISM Code" means the International Management Code for the	29
	Safe Operation of Ships and for Pollution Prevention as adopted	30
	by the International Maritime Organization (IMO) by resolution	31
	A.741(18) or any subsequent amendment thereto.	32
	“United Maritime Group” means United Maritime Corporation	33
	group of companies and vessels
	"STCW 95" means the International Convention on Standards	34
	of Training, Certification and Watchkeeping for Seafarers, 1978,
	as amended in 1995 or any subsequent amendment thereto or substitution hereto.	35
2.	Appointment of Managers	36
	With effect from the day and year stated in Box 4 and continuing	37
	unless and until terminated as provided herein, the Owners	38
	hereby appoint the Managers and the Managers hereby agree	39
	to act as the Managers of the Vessel.	40
3.	Basis of Agreement	41
	Subject to the terms and conditions herein provided, during the	42
	period of this Agreement, the Managers shall carry out	43
	Management Services in respect of the Vessel as agents for	44
	and on behalf of the Owners. The Managers shall have authority	45
	to take such actions as they may from time to time in their absolute	46
	discretion consider to be necessary to enable them to perform	47
	this Agreement in accordance with sound ship management	48
	practice including but not limited to compliance with all relevant rules and regulations.	49
	3.1 Crew Management	50
	(only applicable if agreed according to Box 5)	51
	~~The Managers shall provide suitably qualified Crew for the Vessel~~	~~52~~
	~~as required by the Owners in accordance with the STCW 95~~	~~53~~
	~~requirements, provision of which includes but is not limited to~~	~~54~~
	~~the following functions:~~	~~55~~
	~~(i) selecting and engaging the Vessel's Crew, including payroll~~	~~56~~
	~~arrangements, pension administration, and insurances for~~	~~57~~
	~~the Crew other than those mentioned in~~ ~~Clause 6:~~	~~58~~
	~~(ii) ensuring that the applicable requirements of the law of the~~	~~59~~
	~~flag of the Vessel are satisfied in respect of manning levels,~~	~~60~~
	~~rank, qualification and certification of the Crew and~~	~~61~~
	~~employment regulations including Crew's tax, social~~	~~62~~
	~~insurance, discipline and other requirements;~~	~~63~~
	~~(iii) ensuring that all members of the Crew have passed a medical~~	~~64~~
	~~examination with a qualified doctor certifying that they are fit~~	~~65~~
	~~for the duties for which they are engaged and are in possession~~	~~66~~
---	---	---
	~~of valid medical certificates issued in accordance with~~	~~67~~
	~~appropriate flag State requirements. In the absence of~~	~~68~~
	~~applicable flag State requirements the medical certificate shall~~	~~69~~
	~~be dated not more than three months prior to the respective~~	~~70~~
	~~Crew members leaving their country of domicile and~~	~~71~~
	~~maintained for the duration of their service on board the Vessel;~~	~~72~~
~~(iv) ensuring that the Crew shall have a command of the English~~		~~73~~
~~language of a sufficient standard to enable them to perform~~		~~74~~
~~their duties safely;~~		~~75~~
~~(v) arranging transportation of the Crew, including repatriation;~~		~~76~~
~~(vi) training of the Crew and supervising their efficiency;~~		~~77~~
~~(vii)~~ ~~~~ ~~conducting union negotiations;~~		~~78~~
~~(viii) operating the Managers' drug and alcohol policy unless~~		~~79~~
~~otherwise agreed.~~		~~80~~
	3.2 Technical Management	81
	(only applicable if agreed according to Box 6)	82
	The Managers shall provide technical management which	83
	includes, but is not limited to, the following functions:	84
	(i) provision of competent personnel to supervise the	85
	maintenance and general efficiency of the Vessel;	86
	(ii)arrangement and supervision of dry dockings, repairs,	87
	modifications, alterations and the upkeep of the Vessel to the standards	88
	required by the Owners provided that the Managers shall	89
	be entitled to incur the necessary expenditure to ensure	90
	that the Vessel will comply with the laws and regulations of the flag of the	91
	Vessel and of the places where she trades, and all	92
	requirements and recommendations of the classification	93
	society and equipment manufacturers;	94
	(iii) arrangement of the supply of necessary stores, spares and
	lubricating oil;	96
	(iv) appointment of surveyors and technical consultants as the	97
	Managers may consider from time to time to be necessary;
	(v) development, implementation and maintenance of a Safety	99
	Management System (SMS) in accordance with the ISM	100
	Code (see sub-clauses 4,2 and 5;3);
	(vi) arrangement of periodic analysis of the bunker fuel, lubricating oils and chemicals by third parties (the costs being included in the Vessel’s running costs).
	3.3 Commercial Management	102
	(only applicable if agreed according to Box 7)	103
	~~The Managers shall provide the commercial operation of the~~	~~104~~
	~~Vessel, as required by the Owners, which includes, but is not~~	~~105~~
	~~limited to, the following functions:~~	~~106~~
	~~(i) providing chartering services in accordance with the Owners'~~	~~107~~
	~~instructions which include, but are not limited to, seeking~~	~~108~~
	~~and negotiating employment for the Vessel and the conclusion~~	~~109~~
	~~(including the execution thereof) of charter parties or other~~	~~110~~
	~~contracts relating to the employment of the Vessel. If such a~~	~~111~~
	~~contract exceeds the period stated in~~ Box 13~~. consent thereto~~	~~112~~
	~~in writing shall first be obtained from the Owners.~~	~~113~~
	~~(ii) arranging of the proper payment to Owners or their nominees~~	~~114~~
	~~of all hire and/or freight revenues or other moneys of~~	~~115~~
	~~whatsoever nature to which Owners may be entitled arising~~	~~116~~
	~~out of the employment of or otherwise in connection with the~~	~~117~~
	~~Vessel.~~	~~118~~
	~~(iii)~~ ~~~~ ~~providing voyage estimates and accounts and calculating of~~	~~119~~
	~~hire, freights, demurrage and/or despatch moneys due from~~	~~120~~
	~~or due to the charterers of the Vessel;~~	~~121~~
	~~(iv) issuing of voyage instructions;~~	~~122~~
	~~(v) appointing agents;~~	~~123~~
	~~(vi) appointing stevedores;~~	~~124~~
	~~(vii)arranging surveys associated with the commercial operation~~	~~125~~
	~~of the Vessel.~~	~~126~~
	3.4 Insurance Arrangements	127
	(only applicable if agreed according to Box 8)	128
	The Managers shall arrange insurances in accordance with	129
	Clause 6, on such terms and conditions as the Owners shall	130
	have instructed or agreed, in particular regarding conditions,	131

PART II

	insured values, deductibles, limits of liability and franchises.		132
	3.5 Accounting Services		133
	(only applicable if agreed according to Box 9)		134
	The Managers shall:		135
	(i)	establish an accounting system which meets the	136
		requirements of the Owners and provide regular accounting	137
		services, supply regular reports and records,	138
	(ii)	maintain the records of all costs and expenditure incurred	139
	as well as data necessary or proper for the settlement of		140
	accounts between the parties.		141
	3.6 Sale or Purchase of the Vessel		142
	(only applicable if agreed according to Box 10)		143
	The Managers shall, upon Owners' instructions,		144
	supervise the sale or purchase of the Vessel, including the		145
	performance of any sale or purchase agreement, but not		146
	the negotiation of the same.		147
	3.7 Provisions (only applicable if agreed according to Box 11)		148
	The Managers shall arrange for the supply of provisions.		149
	3.8 Bunkering (only applicable if agreed according to Box 12)		150
	The Managers shall arrange for the provision of bunker fuel of the		151
	quality specified by the Owners as required for the Vessel's trade.		152
	3.9 Operations
	As required by the Owners, the Managers shall, as agents for the Owners, provide support on the following functions:
	(i)	Monitoring voyage instructions and liaising as appropriate with the Owners, the Owners’ brokers and charterers;
	(ii)	Appointment of agents; and
	(iii)	Arrangement of surveying of cargoes.
4.	Managers' Obligations		153
	4.1	The Managers undertake to use their best endeavours to	154
	provide the agreed Management Services as agents for and on		155
	behalf of the Owners in accordance with sound ship management		156
	practice and to protect and promote the interests of the Owners in		157
	all matters relating to the provision of services hereunder.		158
	Provided, however, that the Managers in the performance of their		159
	management responsibilities under this Agreement shall be entitled		160
	to have regard to their overall responsibility in relation to other vessels		161
	of the United Maritime Group as may from time to time be entrusted to their		162
	management and in particular, but without prejudice to the generality		163
	of the foregoing, the Managers shall be entitled to allocate available supplies,		164
	manpower and services in such manner as in the prevailing		165
	circumstances the Managers in their absolute discretion consider		166
	to be fair and reasonable.		167
	4.2 Where the Managers are providing Technical Management		168
	in accordance with sub-clause 3.2, they shall procure that the		169
	requirements of the law of the flag of the Vessel are satisfied and		170
	they shall in particular be deemed to be the "Company" as defined		171
	by the ISM Code, assuming the responsibility for the operation of		172
	the Vessel and taking over the duties and responsibilities imposed		173
	by the ISM Code and the ISPS Code when applicable.		174
5.	Owners' Obligations		175
	5.1	The Owners shall pay all sums due to the Managers punctually	176
	in accordance with the terms of this Agreement.		177
	5.2	Where the Managers are providing Technical Management	178
	in accordance with sub-clause 3.2, the Owners shall:		179
	(i)	procure that all officers and ratings supplied by them or on	180
		their behalf comply with the requirements of STCW 95;	181
	(ii)	instruct such officers and ratings to obey all reasonable orders	182
		of the Managers in connection with the operation of the	183
		Managers' safety management system.	184
	5.3	Where the Managers are not providing Technical Management	185
	in accordance with sub-clause 3.2, the Owners shall procure that		186
	the requirements of the law of the flag of the Vessel are satisfied		187
	and that they, or such other entity as may be appointed by them		188
	and identified to the Managers, shall be deemed to be the		189
	"Company" as defined by the ISM Code assuming the responsibility		190
	for the operation of the Vessel and taking over the duties and		191
	responsibilities imposed by the ISM Code when applicable.		192
6.	Insurance Policies		193
---	---	---	---
	The Owners shall procure, whether by instructing the Managers		194
	under sub-clause 3.4 or otherwise, that throughout the period of		195
	this Agreement:		196
	6.1	at the Owners' expense, the Vessel is insured for not less	197
		than her sound market value or entered for her full gross tonnage,	198
		as the case may be for:	199
	(i)	usual hull and machinery marine risks (including crew	200
		negligence) and excess liabilities;	201
	(ii)	protection and indemnity risks (including pollution risks and	202
		Crew Insurances); and	203
	(iii)	war risks (including protection and indemnity and crew risks)	204
		in accordance with the best practice of prudent owners of	205
		vessels of a similar type to the Vessel, with first class insurance	206
		companies, underwriters or associations ("the Owners'	207
		Insurances");	208
	6.2	all premiums and calls on the Owners' Insurances are paid	209
		promptly by their due date,	210
	6.3	the Owners' Insurances name the Managers and, subject	211
		to underwriters' agreement, any third party designated by the	212
		Managers or the Owners as a joint assured, with full cover, with the Owners	213
		obtaining cover in respect of each of the insurances specified in	214
		sub-clause 6.1:	215
	(i)	on terms whereby the Managers and any such third party	216
		are liable in respect of premiums or calls arising in connection	217
		with the Owners' Insurances; or	218
	(ii)	if reasonably obtainable, on terms such that neither the	219
		Managers nor any such third party shall be under any	220
		liability in respect of premiums or calls arising in connection	221
		with the Owners' Insurances; or	222
	(iii)	on such other terms as may be agreed in writing.	223
		Indicate alternative (i), (ii) or (iii) in Box 14. If Box 14 is left	224
		blank then (i) applies.	225
	6.4	written evidence is provided, to the reasonable satisfaction	226
		of the Managers, of their compliance with their obligations under	227
		Clause 6 within a reasonable time of the commencement of	228
		the Agreement, and of each renewal date and, if specifically	229
		requested, of each payment date of the Owners' Insurances.	230
7.	Income Collected and Expenses Paid on Behalf of Owners		231
	7.1	All moneys collected by the Managers under the terms of	232
		this Agreement (other than moneys payable by the Owners to	233
		the Managers) and any interest thereon shall be held to the	234
		credit of the Owners ~~in a separate bank account~~.	235
	7.2	All expenses incurred by the Managers under the terms	236
		of this Agreement on behalf of the Owners (including expenses	237
		as provided in Clause 8) may be debited against the Owners	238
		~~in the account referred to under sub-clause 7.1. but shall in any~~	~~239~~
		~~event remain payable by the Owners to the Managers on~~	~~240~~
		~~demand.~~	241
8.	Management Fee		242
	8.1	The Owners shall pay to the Managers for their services	243
		as Managers under this Agreement an annual management	244
		fee as stated in Box 15 which shall be payable by equal	245
		monthly instalments in advance, the first instalment
		(pro rata if applicable) being	246
		payable on the commencement of this Agreement (see Clause	247
		2 and Box 4) and subsequent instalments being payable every	248
		month. The management fee shall be payable to the Managers’ account advised by the Managers.	249
	8.2	The management fee shall be subject to an annual review	250
		~~on the anniversary date of the Agreement~~ and the proposed	251
		fee shall be presented in the annual budget referred to in sub-	252
		Clause 9.1	253
	8.3	The Managers shall, at no extra cost to the Owners, provide	254
		their own office accommodation, office staff, facilities and	255
		stationery. Without limiting the generality of Clause 7 the Owners	256
		shall reimburse the Managers for postage and communication	257
		expenses, travelling expenses, and other out of pocket	258
		expenses properly incurred by the Managers in pursuance of the Management Services.	259

PART II

	Any days used by the Manager’s personnel travelling to or from or attending on the Vessel or otherwise used in connection with the Management Services shall be charged as per actual expenses.	260
	8.4 In the event of the appointment of the Managers being	261
	terminated by the Owners or the Managers in accordance with	262
	the provisions of Clauses 17 and 18 other than by reason of	263
	default by the Managers, or if the Vessel is lost, sold or otherwise	264
	disposed of, the "management fee" payable to the Managers	265
	according to the provisions of sub-clause 8.1. shall continue to	266
	be payable for a further period of three calendar months as	267
	from the termination date. ~~In addition, provided that the~~	~~268~~
	~~Managers provide Crew for the Vessel in accordance with sub-~~	~~269~~
	~~clause 3.1~~^~~:~~^	~~270~~
	~~(i) the Owners shall continue to pay Crew Support Costs during~~	~~271~~
	~~the said further period of three calendar months and~~	~~272~~
	~~(ii) the Owners shall pay an equitable proportion of any~~	~~273~~
	~~Severance Costs which may materialize, not exceeding~~	~~274~~
	~~the amount stated in Box 16.~~	275
	8.5 If the Owners decide to lay-up the Vessel whilst this	276
	Agreement remains in force and such lay-up lasts for more	277
	than three months, an appropriate reduction of the management	278
	fee for the period exceeding three months until one month	279
	before the Vessel is again put into service shall be mutually	280
	agreed between the parties.	281
	8.6 Unless otherwise agreed in writing all discounts and	282
	commissions obtained by the Managers in the course of the	283
	management of the Vessel shall be credited to the Owners.	284
9. Budgets and Management of Funds		285
	9.1 The Managers shall present to the Owners annually a	286
	budget for the following twelve months in such form as the	287
	Owners require. The budget for the first year hereof is set out	288
	in Annex "B" hereto. Subsequent
	annual budgets shall be	289
	prepared by the Managers and submitted to the Owners not	290
	less than one month before January 1^st^ of each calendar year	291
	(see Clause 2 and Box 4).	292
	9.2 The Owners shall indicate to the Managers their acceptance	293
	and approval of the annual budget within one month of	294
	presentation and in the absence of any such indication the	295
	Managers shall be entitled to assume that the Owners have	296
	accepted the proposed budget.	297
	9.3 Following the agreement of the budget, the Managers shall	298
	prepare and present to the Owners their estimate of the working	299
	capital requirement of the Vessel and the Managers shall each	300
	month up-date this estimate. Based thereon, the Managers shall	301
	each month request the Owners in writing for the funds required	302
	to run the Vessel for the ensuing month, including the payment	303
	of any occasional or extraordinary item of expenditure, such as	304
	emergency repair costs, additional insurance premiums, bunkers	305
	or provisions. Such funds shall be received by the Managers	306
	within ten running days after the receipt by the Owners of the	307
	Managers' written request and shall be held to the credit of the	308
	Owners in a separate bank account.	309
	9.4 The Managers shall produce a comparison between	310
	budgeted and actual income and expenditure of the Vessel in	311
	such form as required by the Owners monthly or at such other	312
	intervals as mutually agreed.	313
	9.5 Notwithstanding anything contained herein to the contrary,	314
	the Managers shall in no circumstances be required to use or	315
	commit their own funds to finance the provision of the	316
	Management Services.	317
10. Managers' Right to Sub-Contract		318
	The Managers shall not have the right to sub-contract any of	319
	their obligations hereunder, ~~including those mentioned in sub-~~	~~320~~
	~~clause~~ ~~3.1~~ without the prior written consent of the Owners which	321
	shall not be unreasonably withheld. In the event of such a sub-	322
	contract the sub-managers ~~Managers~~ shall ~~remain~~ be fully liable for the due	323
	performance of their obligations towards the Owners ~~under this Agreement~~.	324
11.Responsibilities			325
---	---	---	---
	11.1 Force Majeure - ~~Neither the Owners nor the Managers~~		326
	~~shall be under any liability for any failure to perform any of their~~		~~327~~
	~~obligations hereunder by reason of any cause whatsoever of~~		~~328~~
	~~any nature or kind beyond their reasonable control.~~		~~329~~
	Neither party shall be liable for any loss, damage or delay due to any of the following force majeure events and/or conditions to the extent that the party invoking force majeure is prevented or hindered from performing any or all of<br> their obligations under this Agreement, provided they have made all reasonable efforts to avoid, minimize or prevent the effect of such events and/or conditions:
	(i)	acts of God;
	(ii)	any Government requisition, control, intervention, requirement or interference;
	(iii)	any circumstances arising out of war, threatened act of war or warlike operations, acts of terrorism, sabotage or piracy, or the consequences thereof;
	(iv)	riots, civil commotion, blockades or embargoes;
	(v)	epidemics;
	(vi)	earthquakes, landslides, floods or other extraordinary weather conditions;
	(vii)	strikes, lockouts or other industrial action, unless limited to the employees (which shall not include the Crew) of the party seeking to invoke force majeure;
	(viii)	fire, accident, explosion except where caused by negligence of the party seeking to invoke force majeure; and
	(ix)	any other similar cause beyond the reasonable control of either party.
	11.2 Liability to Owners - (i) Without prejudice to sub-clause		330
	11.1, the Managers shall be under no liability whatsoever to the		331
	Owners for any loss, damage, delay or expense of whatsoever		332
	nature, whether direct or indirect, (including but not limited to		333
	loss of profit arising out of or in connection with detention of or		334
	delay to the Vessel) and howsoever arising in the course of		335
	performance of the Management Services UNLESS same is		336
	proved to have resulted solely from the ~~negligence,~~ gross		337
	negligence or wilful default of the Managers or their employees,		338
	or agents or sub-contractors employed by them in connection		339
	with the Vessel, in which case (save where loss, damage, delay		340
	or expense has resulted from the Managers' personal act or		341
	omission committed with the intent to cause same or recklessly		342
	and with knowledge that such loss, damage, delay or expense		343
	would probably result) the Managers' liability for each incident		344
	or series of incidents giving rise to a claim or claims shall never		345
	exceed a total of ten times the annual management fee payable		346
	hereunder.		347
	(ii)	Notwithstanding anything that may appear to the contrary in	348
		this Agreement, the Managers shall not be liable for any of the	349
		actions of the Crew, even if such actions are negligent, grossly	350
		negligent or wilful.~~, except only to the extent that they are shown~~	~~351~~
		~~to have resulted from a failure by the Managers to discharge~~	~~352~~
		~~their obligations under sub-clause~~ ~~3.1,~~ ~~in which case their liability~~	~~353~~
		~~shall be limited in accordance with the terms of this Clause 11.~~	~~354~~
	11.3 Indemnity - Except to the extent and solely for the amount		355
	therein set out that the Managers would be liable under sub-		356
	clause 11.2, the Owners hereby undertake to keep the Managers		357
	and their employees, agents and sub-contractors indemnified		358
	and to hold them harmless against all actions, proceedings,		359
	claims, demands or liabilities whatsoever or howsoever arising		360
	which may be brought against them or incurred or suffered by		361
	them arising out of or in connection with the performance of the		362
	Agreement, and against and in respect of all costs, losses,		363
	damages and expenses (including legal costs and expenses on		364
	a full indemnity basis) which the Managers may suffer or incur		365
	(either directly or indirectly) in the course of the performance of		366
	this Agreement.		367
	11.4 "Himalaya" - It is hereby expressly agreed that no		368
	employee or agent of the Managers (including every sub-		369
	contractor from time to time employed by the Managers) shall in		370
	any circumstances whatsoever be under any liability whatsoever		371
	to the Owners for any loss, damage or delay of whatsoever kind		372
	arising or resulting directly or indirectly from any act, neglect or		373
	default on his part while acting in the course of or in connection		374
	with his employment and, without prejudice to the generality of		375
	the foregoing provisions in this Clause 11. every exemption,		376
	limitation, condition and liberty herein contained and every right,		377
	exemption from liability, defence and immunity of whatsoever		378
	nature applicable to the Managers or to which the Managers are		379
	entitled hereunder shall also be available and shall extend to		380
	protect every such employee or agent of the Managers acting		381
	as aforesaid and for the purpose of all the foregoing provisions		382
	of this Clause 11 the Managers are or shall be deemed to be		383
	acting as agent or trustee on behalf of and for the benefit of all		384
	persons who are or might be their servants or agents from time		385

	to time (including sub-contractors as aforesaid) and all such	386
	persons shall to this extent be or be deemed to be parties to this	387
	Agreement.	388
12.Documentation		389
	Where the Managers are providing Technical Management in	390
	accordance with sub-clause 3.2 ~~and/or Crew Management in~~	391
	~~accordance with sub-clause 3.1~~. they shall make available,	392

PART II

	upon Owners' request, all documentation and records related		393
	to the Safety Management System (SMS) and/or the Crew		394
	which the Managers need in order to demonstrate compliance		395
	with the ISM Code and STCW 95 or to defend a claim against		396
	a third party.		397
13.General Administration			398
	13.1 The Managers shall handle and settle all claims arising		399
	out of the Management Services hereunder and keep the Owners		400
	informed ~~in a timely manner~~ regarding any incident of which
	the Managers become		401
	aware which gives or may give rise to claims or disputes involving		402
	third parties.		403
	13.2 The Managers shall, as instructed by the Owners, bring		404
	or defend actions, suits or proceedings in connection with matters		405
	entrusted to the Managers according to this Agreement.		406
	13.3 The Managers shall also have power to obtain legal or		407
	technical or other outside expert advice in relation to the handling		408
	and settlement of claims and disputes or all other matters		409
	affecting the interests of the Owners in respect of the Vessel.		410
	13.4 The Owners shall arrange for the provision of any		411
	necessary guarantee bond or other security.		412
	13.5 Any costs reasonably incurred by the Managers in		413
	carrying out their obligations according to Clause 13 shall be		414
	reimbursed by the Owners.		415
	13.6 The Managers shall have power to obtain appropriate legal or technical or other outside expert advice in relation to the handling and settlement of claims in relation to Sub-clauses 13.1 and 13.2 and disputes and any other matters<br> affecting the interests of the Owners in respect of the Vessel, unless the Owners instruct the Managers otherwise.
14. Auditing			416
	The Managers shall at all times maintain and keep true and		417
	correct accounts in respect of the Management Services in accordance with the relevant US GAAP Standards or such other standard as the parties may agree, including records of all costs and expenditure incurred, and shall make the same<br> available for inspection		418
	and auditing by the Owners at such times as may be mutually		419
	agreed. On the termination, for whatever reasons, of this		420
	Agreement, the Managers shall release to the Owners, if so		421
	requested, the originals where possible, or otherwise certified		422
	copies, of all such accounts and all documents specifically relating		423
	to the Vessel and her operation.		424
	The Managers shall make such accounts available for inspection and auditing by the Owners and/or their representatives in the Manager’s offices or by electronic means.
15.lnspection of Vessel			425
	The Owners shall have the right at any time after giving		426
	reasonable notice to the Managers to inspect the Vessel for any		427
	reason they consider necessary.		428
16.Compliance with Laws and Regulations			429
	The Managers will not do or permit to be done anything which		430
	might cause any breach or infringement of the laws and		431
	regulations of the Vessel's flag, or of the places where she trades.		432
17.Duration of the Agreement			433
	This Agreement shall come into effect on the day and year stated		434
	in Box 4 and shall continue ~~until the date stated in Box 17.~~		435
	~~Thereafter it shall continue~~ until terminated by either party giving		436
	to the other notice in writing, in which event the Agreement shall		437
	terminate upon the expiration of a period of one ~~two~~ month~~s~~ from the		438
	date upon which such notice was given.		439
18.Termination			440
	18.1 Owners' default		441
	(i)	The Managers shall be entitled to terminate the Agreement	442
		with immediate effect by notice in writing if any moneys	443
		payable by the Owners under this Agreement ~~and/or the~~	444
		~~Owners of any associated vessel, details of which are listed~~	445
		~~in~~ Annex "D"~~.~~ shall not have been received in the Managers'	446
		nominated account within ten running days of receipt by	450
		the Owners of the Managers written request or if the Vessel	451
		is repossessed by the Mortgagees.	452
	(ii)	If the Owners:	453
(a)	fail to meet their obligations under sub-clauses 5.2	454
---	---	---
	and 5.3 of this Agreement for any reason within their	455
	control, or	456
(b)	proceed with the employment of or continue to employ	457
	the Vessel in the carriage of contraband, blockade	458

	running, or in an unlawful trade, or on a voyage which		459
	in the reasonable opinion of the Managers is unduly		460
	hazardous or improper,		461
	the Managers may give notice of the default to the Owners,		462
	requiring them to remedy it as soon as practically possible.		463
	In the event that the Owners fail to remedy it within a		464
	reasonable time to the satisfaction of the Managers, the		465
	Managers shall be entitled to terminate the Agreement		466
	with immediate effect by notice in writing.		467
	18.2 Managers' Default		468
	If the Managers fail to meet their obligations under Clauses 3		469
	and 4 of this Agreement for any reason within the control of the		470
	Managers, the Owners may give notice to the Managers of the		471
	default, requiring them to remedy it as soon as practically		472
	possible. In the event that the Managers fail to remedy it within a		473
	reasonable time to the satisfaction of the Owners, the Owners		474
	shall be entitled to terminate the Agreement with immediate effect		475
	by notice in writing.		476
	18.3 Extraordinary Termination		477
	This Agreement shall be deemed to be terminated in the case of		478
	the sale of the Vessel (except where the vessel is sold and leased back to the Owners) or if the Vessel becomes a total loss or is		479
	declared as a constructive or compromised or arranged total		480
	loss or is requisitioned.		481
	18.4 For the purpose of sub-clause 18.3 hereof		482
	(i)	the date upon which the Vessel is to be treated as having	483
		been sold or otherwise disposed of shall be the date on	484
		which the Owners cease to be registered as Owners of	485
		the Vessel;	486
	(ii)	the Vessel shall not be deemed to be lost unless either	487
		she has become an actual total loss or agreement has	488
		been reached with her underwriters in respect of her	489
		constructive, compromised or arranged total loss or if such	490
		agreement with her underwriters is not reached it is	491
		adjudged by a competent tribunal that a constructive loss	492
		of the Vessel has occurred.	493
	18.5 This Agreement shall terminate forthwith in the event of		494
	an order being made or resolution passed for the winding up,		495
	dissolution, liquidation or bankruptcy of either party (otherwise		496
	than for the purpose of reconstruction or amalgamation) or if a		497
	receiver is appointed, or if it suspends payment, ceases to carry		498
	on business or makes any special arrangement or composition		499
	with its creditors.		500
	18.6 The termination of this Agreement shall be without		501
	prejudice to all rights accrued due between the parties prior to		502
	the date of termination.		503
	18.7 A change of control of either party shall not terminate this		504
	Agreement.		505
19.Law and Arbitration			506
	19.1 This Agreement shall be governed by and construed in		507
	accordance with English law and any dispute arising out of or		508
	in connection with this Agreement shall be referred to arbitration		509
	in London in accordance with the Arbitration Act 1996 or		510
	any statutory modification or re-enactment thereof save to		511
	the extent necessary to give effect to the provisions of this		512
	Clause.		513
	The arbitration shall be conducted in accordance with the		514
	London Maritime Arbitrators Association (LMAA) Terms		515
	current at the time when the arbitration proceedings are		516
	commenced.		517
	The reference shall be to three arbitrators. A party wishing		518
	to refer a dispute to arbitration shall appoint its arbitrator		519
	and send notice of such appointment in writing to the other		520
	party requiring the other party to appoint its own arbitrator		521
	within 14 calendar days of that notice and stating that it will		522
	appoint its arbitrator as sole arbitrator unless the other party		523
	appoints its own arbitrator and gives notice that it has done		524
	so within the 14 days specified. If the other party does not		525
	appoint its own arbitrator and give notice that it has done so		526
	within the 14 days specified, the party referring a dispute to		527
	arbitration may, without the requirement of any further prior		528

PART II

notice to the other party, appoint its arbitrator as sole	529
arbitrator and shall advise the other party accordingly. The	530
award of a sole arbitrator shall be binding on both parties	531
as if he had been appointed by agreement.	532
Nothing herein shall prevent the parties agreeing in writing	533
to vary these provisions to provide for the appointment of a	534
sole arbitrator.	535
In cases where neither the claim nor any counterclaim	536
exceeds the sum of USD50.000 (or such other sum as the	537
parties may agree) the arbitration shall be conducted in	538
accordance with the LMAA Small Claims Procedure current	539
at the time when the arbitration proceedings are commenced.	540
~~19.2 This Agreement shall be governed by and construed~~	~~541~~
~~in accordance with Title 9 of the United States Code and~~	~~542~~
~~the Maritime Law of the United States and any dispute~~	~~543~~
~~arising out of or in connection with this Agreement shall be~~	~~544~~
~~referred to three persons at New York, one to be appointed~~	~~545~~
~~by each of the parties hereto, and the third by the two so~~	~~546~~
~~chosen; their decision or that of any two of them shall be~~	~~547~~
~~final, and for the purposes of enforcing any award,~~	~~548~~
~~judgement may be entered on an award by any court of~~	~~549~~
~~competent jurisdiction. The proceedings shall be conducted~~	~~550~~
~~in accordance with the rules of the Society of Maritime~~	~~551~~
~~Arbitrators, Inc.~~	~~552~~
~~In cases where neither the claim nor any counterclaim~~	~~553~~
~~exceeds the sum of USD50,000 (or such other sum as the~~	~~554~~
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~~parties may agree) the arbitration shall be conducted in~~	~~555~~
~~accordance with the Shortened Arbitration Procedure of the~~	~~556~~
~~Society of Maritime Arbitrators, Inc. current at the time when~~	~~557~~
~~the arbitration proceedings are commenced.~~	~~558~~
~~19.3~~ ~~This Agreement shall be governed by and construed~~	~~559~~
~~in accordance with the laws of the place mutually agreed by~~	~~560~~
~~the parties and any dispute arising out of or in connection~~	~~561~~
~~with this Agreement shall be referred to arbitration at a~~	~~562~~
~~mutually agreed place, subject to the procedures applicable~~	~~563~~
~~there.~~	~~564~~
~~19.4~~ ~~If Box 18 in Part I is not appropriately filled in, sub-~~	~~565~~
~~clause 19.1 of this Clause shall apply.~~	~~566~~

19.2 Notwithstanding Sub-clause 19.1 above, the parties may agree at any time to refer to mediation any difference and/or dispute arising out of or in connection with this Agreement.

i)In the case of a dispute in respect of which arbitration has been commenced under Sub-clause 19.1 above, the following shall apply:

ii)Either party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation by service on the other party of a written notice (the "Mediation Notice") calling on the other party to agree to mediation.

iii) The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that they agree to mediation, in which case the parties shall thereafter agree a mediator within a further 14 calendar days, failing which on the application of either party a mediator will be appointed promptly by the Arbitration Tribunal ("the Tribunal") or such person as the Tribunal may designate for that purpose. The mediation shall be conducted in such place and in accordance with such procedure and on such terms as the parties may agree or, in the event of disagreement, as may be set by the mediator.

iv) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal and may be taken into account by the Tribunal when allocating the costs of the arbitration as between the parties.

(v) The mediation shall not affect the right of either party to seek such relief or take such steps as it considers necessary to protect its interest.

(vi) Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall continue during the conduct of the mediation but the Tribunal may take the mediation timetable into account when setting the timetable for steps in the arbitration.

(vii) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in the mediation and the parties shall share equally the mediator's costs and expenses.

(viii) The mediation process shall be without prejudice and confidential and no information or documents disclosed during it shall be revealed to the Tribunal except to the extent that they are disclosable under the law and procedure governing the arbitration.

(Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.)

	~~Note: 19.1. 19.2~~ ~~and 19.3~~ ~~are alternatives; indicate~~	~~567~~
	~~alternative agreed in Box 18.~~	~~568~~
20.Notices		569
	20.1 Any notice to be given by either party or their agents to the other	570
	party shall be in writing and may be sent by fax, telex,	571
	registered or recorded mail, email or by personal service.	572
	20.2 The address of the Parties for service of such	573
	communication shall be as stated in Boxes 19 and 20,	574
	respectively.	575

Third Party Rights

Except to the extent provided in Sub-clauses 11.3 (Indemnity) and 11.4 (Himalaya), no third parties may enforce any term of this Agreement.

ANNEX "A" (DETAILS OF VESSEL OR VESSELS)

Date of Agreement:

Name of Vessel(s):

Particulars of Vessel(s):

Built:

IMO:

GRT:

NRT:

Length:

Breath:

ANNEX "B" (BUDGET)

Date of Agreement:

Managers Budget in USD for the first year with effect from the Commencement Date of this Agreement:

Exhibit 4.68

CONTRIBUTION AND CONVEYANCE AGREEMENT

This contribution and conveyance agreement (this "Agreement") is entered into as of July 5, 2022 by and between Seanergy Maritime Holdings Corp., a Marshall Islands corporation ("Seanergy") and United Maritime Corporation, a Marshall Islands corporation ("United Maritime"). The foregoing shall be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

1	Seanergy intends to transfer ownership of the Vessel (as defined below) to United Maritime, a wholly owned subsidiary, and United Maritime will subsequently be spun off to current shareholders of Seanergy (the "Spin-Off"). Concurrently with the Spin-Off, the common shares of United Maritime are expected to be listed on the Nasdaq Capital Market pursuant to a registration statement on Form 20-F filed with and declared effective by the<br> Securities and Exchange Commission (the “Registration Statement”). The board of directors of Seanergy and the board of directors and sole shareholder of United Maritime have or will authorize the<br> actions set forth below at the times and in the order set forth below.
2	To accomplish the objectives and purposes in the preceding recital, the following actions have been taken prior to the date of this Agreement:
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(a)	Seanergy formed United Maritime pursuant to the Marshall Islands Business Corporation Act and is the record holder of United Maritime’s common shares, par value $0.0001 per share (the "Common Shares"),<br><br><br><br><br><br><br> constituting all of the outstanding Common Shares of United Maritime at such time;
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(b)	Seanergy owns all of the outstanding shares (the "Vessel-Owning Subsidiary Shares") of Sea Glorius Shipping Co., a Marshall Islands corporation (the "Vessel-Owning<br> Subsidiary"), which owns the Capesize drybulk vessel Gloriuship with IMO number 9266944 (the "Vessel").
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3	Each of the following transactions shall occur in accordance with and pursuant to this Agreement:
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(a)	Effective immediately prior to the distribution by Seanergy of United Maritime common shares to the shareholders of Seanergy (the "Spin-off Distribution"), the following transactions shall occur in<br> accordance with and pursuant to this Agreement: Seanergy will contribute (i) all of the Vessel-Owning Subsidiary Shares to United Maritime as a capital contribution and (ii) an aggregate of $5.0 million in cash as working capital of United<br> Maritime (the "Working Capital Amount") in exchange for the issuance of 5,000 of United Maritime’s Series C Convertible Preferred Shares (the "Series C Preferred Shares")<br><br><br><br><br><br><br> to Seanergy, the cancellation of the existing outstanding common shares of United Maritime and the issuance of 1,512,004 common shares of United Maritime and 40,000 Series B Preferred Shares of United Maritime (the "Distribution Shares") to Seanergy.
---	---
(b)	Seanergy will distribute the Distribution Shares to its shareholders on a pro rata basis as a special dividend.
---	---
(c)	The articles of incorporation and bylaws of United Maritime and of the Vessel-Owning Subsidiary will be amended and restated to the extent necessary to reflect the applicable matters set forth above.
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AGREEMENT

NOW, THEREFORE, in consideration of their mutual undertakings and agreements hereunder, the Parties undertake and agree as follows:

ARTICLE I

CONTRIBUTIONS AND CONVEYANCE

1.1	Contributions and conveyances. The parties acknowledge and agree that the following actions hereby occur in the following order effective immediately prior to the Spin-Off Distribution:
(d)	Seanergy shall contribute the Vessel-Owning Subsidiary Shares and the Working Capital Amount to United Maritime as a capital contribution;
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(e)	United Maritime shall cancel the existing outstanding common shares of United Maritime held by Seanergy and issue and deliver the Distribution Shares and Series C Preferred Shares to Seanergy in exchange for Seanergy’s capital contribution<br> of the Vessel-Owning Subsidiary Shares and Working Capital Amount; and
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(f)	the Parties shall execute such documents and take such actions as are necessary or desirable to effect the foregoing.
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ARTICLE II

REPRESENTATIONS AND WARRANTIES OF SEANERGY; DISCLAIMER

2.1	Representations and Warranties. Seanergy hereby represents and warrants that:
(a)	The Vessel-Owning Subsidiary has been duly formed or incorporated and is validly existing in good standing under the laws of the Marshall Islands and has all requisite power and authority to operate its assets, including the Vessel, and<br> conducts its business as described in Seanergy’s public filings made with the U.S. Securities and Exchange Commission ("SEC") through the date hereof;
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(b)	Correct and complete copies of the certificate of incorporation, articles of incorporation, by- laws, other organizational documents and all material agreements (as amended to the date of this Agreement) of the Vessel-Owning Subsidiary<br> have been made available to United Maritime;
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(c)	The execution and delivery of this Agreement and all documents, instruments and agreements required to be executed and delivered by it pursuant to this Agreement in connection with the completion of the transactions contemplated by this<br> Agreement, have been or will be duly authorized by all necessary actions by Seanergy and, to the extent applicable, the Vessel- Owning Subsidiary, and this Agreement has been duly executed and delivered by Seanergy and constitutes a legal,<br> valid and binding obligation of Seanergy enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, liquidation, reorganization, reconstruction and other similar laws of general application affecting the<br> enforceability of remedies and rights of creditors and except that equitable remedies such as specific performance and injunction are in the discretion of a court;
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(d)	The execution, delivery and performance by it of this Agreement will not conflict with or result in any violation of or constitute a breach of any of the terms or provisions of, or result in the acceleration of any obligation under, or<br> constitute a default under any provision of: (i) the articles of incorporation, certificate of incorporation or by-laws or other organizational documents of Seanergy or the Vessel-Owning Subsidiary (the "Seanergy<br><br><br><br><br><br><br> Parties" and each, a "Seanergy Party"); (ii) any lien, encumbrance, security interest, pledge, mortgage, charge, other claim, bond, indenture, agreement, contract, franchise license, permit or<br> other instrument or obligation to which any Seanergy Party is a party or is subject or by which any of such Seanergy Party's assets or properties may be bound; (iii) any applicable laws, statutes, ordinances, rules or regulations promulgated<br> by a governmental authority, orders of a governmental authority, judicial decisions, decisions of arbitrators or determinations of any governmental authority or court ("Laws"); or (iv) any charter or<br> vessel management agreement to which any Seanergy Party is a party or any material provision of any material contract to which a Seanergy Party is a party or by which a Seanergy Party's properties are bound;
(e)	Except as have already been obtained or that will be obtained in the ordinary course of business, no consent, permit, approval or authorization of, notice or declaration to or filing with any governmental authority or any other person,<br> including those related to any environmental laws or regulations or the charters or vessel management agreements related to the Vessel, is required in connection with the execution and delivery by any Seanergy Party of this Agreement or the<br> consummation by any Seanergy Party of the transactions contemplated hereunder;
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(f)	The Vessel-Owning Subsidiary Shares have been duly and validly issued, in accordance with the applicable articles of incorporation, are fully paid and non-assessable and free of preemptive rights. Seanergy has, and will convey to United<br> Maritime, good and valid title to the Vessel- Owning Subsidiary Shares which comprise all of the issued and outstanding shares in the Vessel- Owning Subsidiary, free and clear of all mortgages, liens, security interests, covenants, options,<br> claims, restrictions, or encumbrances of any kind, except for those arising in relation to the amendment among United Maritime, the Parent, the Vessel-Owning Subsidiary, Kroll Trustee Services Limited and Kroll Agency Services Limited. There<br> are no outstanding options, warrants or other rights to acquire any shares of capital stock or securities convertible into or exercisable for the capital stock of the Vessel-Owning Subsidiary. With respect to the Vessel-Owning Subsidiary<br> Shares, there is no further obligation to make any capital contribution to the Vessel- Owning Subsidiary;
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(g)	There is no outstanding agreement, contract, option, commitment or other right or understanding in favor of, or held by, any person to acquire the Vessel-Owning Subsidiary Shares or the assets of the Vessel-Owning Subsidiary, including but<br> not limited to the Vessel, that has not been terminated or otherwise waived;
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(h)	Each of the charters and the vessel management agreements to which the Vessel-Owning Subsidiary is a party (as amended to the date of this Agreement) has been made available to United Maritime and is a valid and binding agreement of the<br> Vessel-Owning Subsidiary enforceable in accordance with its terms and, to the knowledge of the Vessel-Owning Subsidiary, of all other parties thereto enforceable in accordance with its terms;
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(i)	The Vessel-Owning Subsidiary has fulfilled all material obligations required pursuant to any charter (described in (h) above) and the vessel management agreements to have been performed by it prior to the date of this Agreement and has not<br> waived any material rights thereunder; and no material default or breach exists in respect thereof on its part or, to its knowledge, any of the other parties thereto and, to its knowledge, no event has occurred which, after giving of notice<br> or the lapse of time, or both, would constitute such a material default or breach;
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(j)	Except for such liabilities, debts obligations, encumbrances, defects, restrictions or claims of a general nature and magnitude that would arise in connection with the operation of vessels of the same type as the Vessel in the ordinary<br> course of business, there are no liabilities, debts or obligations of, encumbrances, defects or restrictions with respect to, or claims against the Vessel-Owning Subsidiary or any of the assets owned by the Vessel-Owning Subsidiary, including<br> the Vessel, other than those disclosed in Seanergy’s public filings made with the SEC through the date hereof; and
(k)	The Vessel is (i) adequate and suitable for use by the Vessel-Owning Subsidiary in its business as presently conducted by it in all material respects as described in the Registration Statement, ordinary wear and tear excepted; (ii)<br> seaworthy in all material respects for hull and machinery insurance warranty purposes and is in good running order and repair; (iii) insured against all risks, and in amounts, consistent with common industry practices; (iv) in compliance with<br> maritime laws and regulations; (v) duly registered under the flag of the Republic of the Marshall Islands; and (vi) in compliance in all material respects with the requirements of its present class and classification society; and all class<br> certificates of the Vessel are valid and without overdue recommendations affecting class.
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2.2	Disclaimer of Warranties. EXCEPT TO THE EXTENT PROVIDED IN THIS AGREEMENT OR IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, THE PARTIES ACKNOWLEDGE AND AGREE THAT NONE OF THE PARTIES HAS MADE, DOES<br> NOT MAKE, AND EACH SUCH PARTY SPECIFICALLY NEGATES AND DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES, PROMISES, COVENANTS, AGREEMENTS OR GUARANTIES OF ANY KIND OR CHARACTER WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR WRITTEN, PAST<br> OR PRESENT, REGARDING (A) THE VALUE, NATURE, QUALITY OR CONDITION OF THE ASSETS OWNED BY THE VESSEL-OWNING SUBSIDIARY, INCLUDING, WITHOUT LIMITATION, THE ENVIRONMENTAL CONDITION OF THE ASSETS GENERALLY, INCLUDING, WITHOUT LIMITATION, THE<br> PRESENCE OR LACK OF HAZARDOUS SUBSTANCES OR OTHER MATTERS ON SUCH ASSETS, (B) THE INCOME TO BE DERIVED FROM SUCH ASSETS, (C) THE SUITABILITY OF SUCH ASSETS FOR ANY AND ALL ACTIVITIES AND USES THAT MAY BE CONDUCTED THEREON OR THEREWITH, (D)<br> THE COMPLIANCE OF OR BY SUCH ASSETS OR THEIR OPERATION WITH ANY LAWS (INCLUDING WITHOUT LIMITATION ANY ZONING, ENVIRONMENTAL PROTECTION, POLLUTION OR LAND USE LAWS, RULES, REGULATIONS, ORDERS OR REQUIREMENTS), OR (E) THE HABITABILITY,<br> MERCHANTABILITY, MARKETABILITY, PROFITABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF SUCH ASSETS. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, EACH PARTY ACKNOWLEDGES AND AGREES<br> THAT SUCH PARTY HAS HAD THE OPPORTUNITY TO INSPECT THE ASSETS OF THE VESSEL-OWNING SUBSIDIARY, AND SUCH PARTY IS RELYING SOLELY ON ITS OWN INVESTIGATION OF THE ASSETS OF THE VESSEL-OWNING SUBSIDIARY AND NOT ON ANY INFORMATION PROVIDED OR TO<br> BE PROVIDED BY THE OTHER PARTY. EXCEPT TO THE EXTENT PROVIDED IN ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION WITH THIS AGREEMENT, NONE OF THE PARTIES IS LIABLE OR BOUND IN ANY MANNER BY ANY VERBAL OR WRITTEN STATEMENTS,<br> REPRESENTATIONS OR INFORMATION PERTAINING TO THE ASSETS OF THE VESSEL-OWNING SUBSIDIARY FURNISHED BY ANY AGENT, EMPLOYEE, SERVANT OR THIRD PARTY. THIS SECTION SHALL SURVIVE THE CONTRIBUTION AND CONVEYANCE OF THE INTERESTS OR THE TERMINATION<br> OF THIS AGREEMENT. THE PROVISIONS OF THIS SECTION HAVE BEEN NEGOTIATED BY THE PARTIES AFTER DUE CONSIDERATION AND ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR<br> STATUTORY, WITH RESPECT TO THE ASSETS OF THE VESSEL-OWNING SUBSIDIARY THAT MAY ARISE PURSUANT TO ANY LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE, EXCEPT AS SET FORTH IN THIS AGREEMENT OR ANY OTHER DOCUMENT EXECUTED OR DELIVERED IN CONNECTION<br> WITH THIS AGREEMENT.
---	---

2.3

Indemnification. Seanergy hereby agrees to indemnify United Maritime for any and all obligations and other liabilities arising from or relating to the operation, management or employment of the Vessel prior to the effective date of the Spin-Off, and hereby agrees to indemnify the Vessel-Owning Subsidiary for any and all obligations and other liabilities arising from or relating to the operation, management or employment of the Vessel prior to the effective date of the Spin-Off.

ARTICLE III

FURTHER ASSURANCES

3.1 Further Assurances. From time to time after the date of this Agreement, and without any further consideration, the Parties agree to execute, acknowledge and deliver all such additional deeds, assignments, bills of sale, conveyances, instruments, notices, releases, acquittances and other documents, and will do all such other acts and things, all in accordance with any applicable foreign, federal, national, state, provincial or local law (including common law), statute, ordinance, rule, regulation, code or other requirement enacted, promulgated, issued or entered into, or act taken, by any federal, state, local, foreign or international court, government, department, commission, board, bureau or agency, or any other regulatory, self- regulatory, administrative or governmental organization or authority, including the Nasdaq Capital Market, as may be necessary or appropriate (a) more fully to assure that the applicable Parties own all of the properties, rights, titles, interests, estates, remedies, powers and privileges granted by this Agreement, or which are intended to be so granted, (b) more fully and effectively to vest in the applicable Parties and their respective successors and assigns beneficial and record title to the interests contributed and assigned by this Agreement or intended so to be and (c) to more fully and effectively carry out the purposes and intent of this Agreement.

ARTICLE IV

TERMINATION

4.1	Termination. This Agreement may be terminated by Seanergy in its sole discretion at any time prior to the consummation of the Spin-Off Distribution.
4.2	Effect of Termination. In the event of any termination of this Agreement prior to consummation of the Spin-Off Distribution, neither Party (nor any of its directors or officers) shall have any<br> liability or further obligation to the other Party.
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ARTICLE V

MISCELLANEOUS

5.1	Power of Attorney. Each Party that has conveyed any interests as reflected by this Agreement (collectively, the "Conveying Parties") hereby constitutes and appoints each of Stamatios<br> Tsantanis, Stavros Gyftakis, Theodora Mitropetrou and Maria Moschopoulou, each of 154 Vouliagmenis Avenue, 16674 Glyfada, Greece, and each of Will Vogel, Todd Johnson, Ioanna Pantelaki and Jamie Davidian, each of Watson Farley & Williams<br> LLP, 250 West 55th Street, New York, NY 10019, United States of America (each an "Attorney-in-Fact"), each acting singly and independently or together, as its true and lawful attorney-in-fact with full<br> power of substitution for it and in its name, place and stead or otherwise on behalf of the applicable Conveying Party and its successors and assigns, and for the benefit of the Attorney-in-Fact to demand and receive from time to time the<br> interests contributed and conveyed by this Agreement (or intended so to be) and to execute in the name of the applicable Conveying Party and its successors and assigns instruments of conveyance, instruments of further assurance and to give<br> receipts and releases in respect of the same, and from time to time to institute and prosecute in the name of the applicable Conveying Party for the benefit of the Attorney-in-Fact, any and all proceedings at law, in equity or otherwise which<br> the Attorney-in-Fact may deem proper in order to (a) collect, assert or enforce any claims, rights or titles of any kind in and to the Interests, (b) defend and compromise any and all actions, suits or proceedings in respect of any of the<br> Interests, and (c) do any and all such acts and things in furtherance of this Agreement as the Attorney-in-Fact shall deem advisable. Each Conveying Party hereby declares that the appointment hereby made and the powers hereby granted are<br> coupled with an interest and are and shall be irrevocable and perpetual and shall not be terminated by any act of any Conveying Party or its successors or assigns or by operation of law.
5.2	Survival of Representations and Warranties. The representations and warranties of the Parties in this Agreement and in or under any documents, instruments and agreements delivered pursuant to this Agreement, will survive the<br> completion of the transactions contemplated hereby regardless of any independent investigations that United Maritime may make or cause to be made, or knowledge it may have, prior to the date of this Agreement and will continue in full force<br> and effect for a period of one year from the date of this Agreement. At the end of such period, such representations and warranties will terminate, and no claim may be brought by United Maritime against Seanergy thereafter in respect of such<br> representations and warranties, except for claims that have been asserted by United Maritime prior to the date of this Agreement.
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5.3	Costs. United Maritime shall pay any and all sales, use and similar taxes arising out of the contributions, conveyances and deliveries to be made hereunder, and shall pay all documentary, filing, recording, transfer, deed, and<br> conveyance taxes and fees required in connection therewith.
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5.4	Headings; References; Interpretation. All Article and Section headings in this Agreement are for convenience only and shall not be deemed to control or affect the meaning or construction of any of the provisions hereof. The words<br> "hereof," "herein" and "hereunder" and words of similar import, when used in this Agreement, shall refer to this Agreement as a whole and not to any particular provision of this Agreement. All references herein to Articles and Sections shall,<br> unless the context requires a different construction, be deemed to be references to the Articles and Sections of this Agreement, respectively. All personal pronouns used in this Agreement, whether used in the masculine, feminine or neuter<br> gender, shall include all other genders, and the singular shall include the plural and vice versa. The use herein of the word "including" following any general statement, term or matter shall not be construed to limit such statement, term or<br> matter to the specific items or matters set forth immediately following such word or to similar items or matters, whether or not non-limiting language (such as "without limitation," "but not limited to," or words of similar import) is used<br> with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement, term or matter.
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5.5	Successors and Assigns. The Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.
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5.6	No Third Party Rights. The provisions of this Agreement are intended to bind the Parties as to each other and are not intended to and do not create rights in any other person or confer upon any other person any benefits, rights or<br> remedies and no person is or is intended to be a third party beneficiary of any of the provisions of this Agreement.
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5.7	Counterparts. This Agreement may be executed in any number of counterparts, all of which together shall constitute one agreement binding on the parties hereto.
5.8	Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice of law rules or provisions (whether of the State of New York or any other<br> jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each of the parties hereto submits to the exclusive jurisdiction of the United States District Court for the Southern District of<br> New York (or, if jurisdiction in that court is not available, then any state court located within the Borough of Manhattan, City of New York) for any and all legal actions arising out of or in connection with this Agreement.
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5.9	Severability. If any of the provisions of this Agreement are held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any governmental body having jurisdiction over the subject matter hereof,<br> such contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as if it did not contain the particular provision or provisions held to be invalid, and an equitable adjustment shall be<br> made and necessary provision added so as to give effect, as nearly as possible, to the intention of the Parties as expressed in this Agreement at the time of execution of this Agreement.
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5.10	Deed; Bill of Sale; Assignment. To the extent required and permitted by applicable Law, this Agreement shall also constitute a "deed," "bill of sale" or "assignment" of the Vessel-Owning- Subsidiary Shares.
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5.11	Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties hereto.
---	---
5.12	Integration. This Agreement and the instruments referenced herein supersede all previous understandings or agreements among the Parties, whether oral or written, with respect to its subject matter hereof. This Agreement and such<br> instruments contain the entire understanding of the Parties with respect to the subject matter hereof and thereof. No understanding, representation, promise or agreement, whether oral or written, is intended to be or shall be included in or<br> form part of this Agreement unless it is contained in a written amendment hereto executed by the Parties hereto after the date of this Agreement.
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[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, this Contribution and Conveyance Agreement has been duly executed by the parties set forth below.

SEANERGY MARITIME HOLDINGS CORP.
By:	/s/ Stamatios Tsantanis
Name:	Stamatios Tsantanis
Title:	Chief Executive Officer
UNITED MARITIME CORPORATION
By:	/s/ Stavros Gyftakis
Name:	Stavros Gyftakis
Title:	Chief Financial Officer

Exhibit 4.69

RIGHTS OF FIRST REFUSAL AND FIRST OFFER AGREEMENT

between

UNITED MARITIME CORPORATION

and

SEANERGY MARITIME HOLDINGS CORP.

TABLE OF CONTENTS

		Page
ARTICLE I DEFINITIONS		1
	Section 1.1 Definitions	1
ARTICLE II RIGHTS OF FIRST REFUSAL FOR ACQUISITIONS; PROCEDURES		3
	Section 2.1 Rights of First Refusal	3
	Section 2.2 Procedures	4
	Section 2.3 Enforcement.	4
ARTICLE III RIGHTS OF FIRST OFFER		5
	Section 3.1 Rights of First Offer	5
	Section 3.2 Procedures for Rights of First Offer	5
	Section 3.3 Enforcement	6
ARTICLE IV		6
CHARTERING OPPORTUNITIES		6
	Section 4.1 Chartering Opportunities	6
	Section 4.2 Procedures for Right of First Refusal on Chartering Opportunities	6
	Section 4.3 Enforcement	6
ARTICLE V MISCELLANEOUS		7
	Section 5.1 Certain Covenants	7
	Section 5.2 Choice of Law	7
	Section 5.3 Notice	7
	Section 5.4 Entire Agreement; Effectiveness	7
	Section 5.5 Termination	7
	Section 5.6 Waiver; Effect of Waiver or Consent	7
	Section 5.7 Amendment or Modification	8
	Section 5.8 Assignment	8
	Section 5.9 Counterparts	8
	Section 5.10 Severability	8
	Section 5.11 Gender, Parts, Articles and Sections	8
	Section 5.12 Further Assurances	8
	Section 5.13 Withholding or Granting of Consent	8
	Section 5.14 Laws and Regulations	8
	Section 5.15 Negotiation of Rights of the Parties	9

RIGHTS OF FIRST REFUSAL AND FIRST OFFER AGREEMENT

This Rights of First Refusal and First Offer Agreement (this “Agreement”) is made effective as of July 5, 2022 between Seanergy Martime Holdings Corp., a Marshall Islands corporation (the “Parent”), and United Maritime Corporation, a Marshall Islands corporation (the “Company”).

RECITALS

WHEREAS, the Company is a wholly owned subsidiary of the Parent, and the Parent intends to distribute of all of the Company’s issued and outstanding common shares to the Parent’s shareholders (the “Spin-Off”) such that the Company will be an independent publicly traded company following the Spin-Off;

WHEREAS, in connection with the Spin-Off, the Company desires to grant the Parent a right of first refusal (a) to purchase or charter-in any Capesize Vessel when and if the Company determines to purchase or charter-in such a Capesize Vessel, and (b) to accept for a Parent Group Member chartering opportunities presented to Capesize Vessels owned by any Company Group Member; and

WHEREAS, in connection with the Spin-Off, each of the Parent and the Company desires to grant the other a right of first offer to acquire any Capesize Vessel when and if either Party determines to sell such Capesize Vessel.

WHEREAS, in consideration of the premises and the covenants, conditions and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto hereby agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1 Definitions.

As used in this Agreement, the following terms shall have the respective meanings set forth below:

“Acquiring Party” has the meaning given such term in Section 2.2.

“Affiliate” means, with respect to any Person, any other Person that directly or indirectly through one or more intermediaries Controls, is Controlled by or is under common Control with, the Person in question.

“Agreement” means this Rights of First Refusal and First Offer Agreement, as it may be amended, modified, or supplemented from time to time in accordance with Section 5.7.

“Board” means the Board of Directors of the Parent or the Company, as applicable.

“Break-up Costs” means the aggregate amount of any and all additional taxes and/or duties, flag administration, financing, legal and other similar costs, fees and expenses to the Company Group Member that would be required to transfer, or result from the transfer of the Capesize Vessel acquired, directly or indirectly, by the Company Group Member as part of a larger transaction to a Parent Group Member pursuant to Sections 2.1.

“Capesize Vessel” means a drybulk vessel with a carrying capacity of over 100,000 deadweight tons.

“Change of Control” means, with respect to any Person (the “Applicable Person”), any of the following events: (a) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the Applicable Person’s assets to any other Person, unless immediately following such sale, lease, exchange or other transfer such assets are owned, directly or indirectly, by the Applicable Person; (b) the consolidation or merger of the Applicable Person with or into another Person pursuant to a transaction in which the outstanding Voting Securities of the Applicable Person are changed into or exchanged for cash, securities or other property, other than any such transaction where (i) the outstanding Voting Securities of the Applicable Person are changed into or exchanged for Voting Securities of the surviving Person or its parent and (ii) the holders of the Voting Securities of the Applicable Person immediately prior to such transaction own, directly or indirectly, not less than a majority of the outstanding Voting Securities of the surviving Person or its parent immediately after such transaction; and (c) a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act), becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all of the then outstanding Voting Securities of the Applicable Person, except in a merger or consolidation which would not constitute a Change of Control under clause (b) above.

“Charter Offer” has the meaning given such term in Section 3.2.

“Charter Offeree” has the meaning given such term in Section 3.2.

“Chartered Asset” has the meaning given such term in Section 3.2.

“Company” has the meaning given such term in the Preamble.

“Company Group Member” means the Company and any of its direct or indirect subsidiaries.

“Control” means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of Voting Securities, by contract or otherwise.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“First Offer Negotiation Period” has the meaning given such term in Section 4.2(b).

“Offer” has the meaning given such term in Section 2.2.

“Offered Asset” has the meaning given such term in Section 2.2.

“Offeree” has the meaning given such term in Section 2.2.

“Parent” has the meaning given such term in the Preamble.

“Parent Group Members” means the Parent and any of its direct or indirect subsidiaries, but shall exclude the Company and any other Company Group Member.

“Parties” means the parties to this Agreement and their respective successors and permitted assigns.

“Person” means an individual, corporation, partnership, joint venture, trust, limited liability company, unincorporated organization or any other entity.

“Sale Assets” has the meaning given such term in Section 4.2(a).

“Spin-Off” has the meaning given such term in the Recitals.

“Transfer” means any transfer, assignment, sale or other disposition of any Capesize Vessel owned by any Parent Group Member or Company Group Member, as applicable; provided, however, that such term shall not include (i) transfers, assignments, sales or other dispositions from any Parent Group Member to another Parent Group Member or from any Company Group Member to another Company Group Member, (ii) transfers, assignments, sales or other dispositions, pursuant to the terms of any related charter or other agreement with a contractual counterparty existing on the date hereof; (iii) grants of security interests in or mortgages or liens in such Capesize Vessel in favor of a bona fide third party lender; (iv) the foreclosure of any security interest, mortgage or lien in any such Capesize Vessel, (v) a sale and leaseback or similar transaction which is accounted for under United States generally accepted accounting principles as a financial lease or (vi) the chartering of vessels, including bareboat charters, or the entry of vessels into vessel pools.

“Transfer Notice” has the meaning given such term in Section 4.2(a).

“Transferring Party” has the meaning given such term in Section 4.2(a).

“Voting Securities” means securities of any class of Person entitling the holders thereof to vote in the election of members of the board of directors or other similar governing body of the Person.

ARTICLE II

RIGHTS OF FIRST REFUSAL FOR ACQUISITIONS; PROCEDURES

Section 2.1 Rights of First Refusal for Acquisitions. The Company hereby grants the Parent a right of first refusal to acquire any Capesize Vessel that a Company Group Member proposes to acquire (including the acquisition of a controlling interest in a business or package of assets that owns, operates or charters Capesize Vessels) or charter-in (in each case, other than from another Company Group Member, a Parent Group Member or in respect of a sale and leaseback or similar transaction which is accounted for under United States generally accepted accounting principles as a financial lease) after such Company Group Member enters into a binding agreement (including a recap) that sets forth the terms upon which it would acquire or charter-in such Capesize Vessel.

Section 2.2 Procedures. In the event that a Company Group Member enters an agreement to acquire or charter-in any Capesize Vessel in accordance with Section 2.1, then as soon as practicable or in any event not later than 3 calendar days after entering an agreement that sets forth the terms upon which it would acquire or charter-in such Capesize Vessel, such Company Group Member (the “Acquiring

      Party”\) shall notify the Parent in writing and offer the Parent \(the “Offeree”\) the opportunity for any Parent Group Member to purchase or charter-in such Capesize Vessel \(the “Offered Asset”\), on terms no less favorable than those offered to or by the Company Group Member, as applicable, plus any applicable Break-up Costs \(the “Offer”\). The Offer
    shall set forth the Acquiring Party’s proposed terms relating to the purchase or charter-in of the Offered Asset by the applicable Parent Group Member, including any liabilities to be assumed by the applicable Parent Group Member as part of the
    Offer. As soon as practicable after the Offer is made, the Acquiring Party will deliver to the Offeree all information prepared by or on behalf of or in the possession of such Acquiring Party relating to the Offered Asset and reasonably requested
    by the Offeree. The decision to purchase or charter-in the applicable Offered Asset, the purchase price or charter hire to be paid and the charter period for the applicable Offered Asset, and the other terms of the purchase or charter shall be
    approved by the independent directors of the Board and recommended to the Board for approval. As soon as practicable, but in any event, within 5 calendar days after receipt of the Offer with respect to a single vessel transaction, or a period of 14
    calendar days with respect to a multi-vessel transaction, the Offeree shall notify the Acquiring Party in writing that either:

(a) The Board has elected not to cause a Parent Group Member to purchase or charter-in such Offered Asset, in which event the Acquiring Party and its Affiliates shall, subject to the other terms of this Agreement, be forever free to continue to own, operate, charter-in or charter-out such Offered Asset, provided that the Parent shall retain the right of first refusal for such Capesize Vessel or Vessels in Section

      2.1 with respect to any purchase option under a charter.; or

(b) The Board has elected to cause a Parent Group Member to purchase such Offered Asset. After receipt by the Acquiring Party of the Board’s election to cause a Parent Group Member to purchase the Offered Asset, the Board shall cause such Parent Group Member to purchase the Offered Asset on the terms set forth in the Offer as soon as commercially practicable after such agreement has been reached.

Section 2.3 Enforcement.

Each Party agrees and acknowledges that the other Party may not have an adequate remedy at law for the breach by any such Party of its covenants and agreements set forth in this Article II, and that any breach by any such Party of its covenants and agreements set forth in this Article II could result in irreparable injury to such other Parties. Each Party further agrees and acknowledges that any other Party may, in addition to the other remedies which may be available to such other Party, file a suit in equity to enjoin such Party from such breach, and consent to the issuance of injunctive relief to enforce the provisions of Article II of this Agreement.

ARTICLE III

RIGHTS OF FIRST OFFER

Section 3.1 Rights of First Offer.

(a) The Parent hereby grants the Company a right of first offer on any proposed Transfer of any Capesize Vessel that any Parent Group Member owns or acquires.

(b) The Company hereby grants the Parent a right of first offer on any proposed Transfer of any Capesize Vessel that any Company Group Member owns or acquires.

(c) The Parties acknowledge that all potential Transfers of Capesize Vessels pursuant to this Article III are subject to obtaining any and all written consents of governmental authorities and other non-Affiliated third parties and to the terms of all existing agreements in respect of such Capesize Vessels, as applicable. Each Party shall use its commercially reasonable best efforts to obtain such consents.

Section 3.2 Procedures for Rights of First Offer.

(a) In the event that any Company Group Member or Parent Group Member (each, a “Transferring Party”) proposes to Transfer any Capesize Vessel (the “Sale Assets”), prior to engaging in any negotiation for such Transfer with any non-Affiliated third party or otherwise offering to Transfer the Sale Assets to any non-Affiliated third party, such Transferring Party shall give the Company or the Parent, as applicable, written notice setting forth all material terms and conditions (including, without limitation, the purchase price for which such Transferring Party desires to Transfer the Sale Assets) (the “Transfer Notice”).

(b) After delivery of the Transfer Notice, and at the Company’s or Parent’s election, as applicable (following approval by the independent directors of the applicable Board), the Parties then shall be obligated to negotiate in good faith for a 10 calendar-day period following the delivery by the Transferring Party of the Transfer Notice (the “First Offer Negotiation Period”) to reach an agreement for the Transfer of such Sale Assets to any Company Group Member or Parent Group Member, as applicable, on the terms and conditions set forth in the Transfer Notice. If no such agreement has been reached between the Transferring Party and the Company or the Parent during the First Offer Negotiation Period, the Transferring Party may Transfer the Sale Assets to a third party; provided that if the Transferring Party has not Transferred or agreed in writing to Transfer such Sale Assets to a third party within 180 calendar days after the end of the First Offer Negotiation Period on terms generally no less favorable to the Transferring Party than those included in the Transfer Notice, then the Transferring Party shall not thereafter Transfer any of the Sale Assets without first offering such assets to the Company or Parent, as applicable, in the manner provided above.

Section 3.3 Enforcement. Each Party agrees and acknowledges that the other Parties may not have an adequate remedy at law for the breach by any such Party of its covenants and agreements set forth in this Article III, and that any breach by any such Party of its covenants and agreements set forth in this Article III could result in irreparable injury to such other Parties. Each Party further agrees and acknowledges that any other Party may, in addition to the other remedies which may be available to such other Party, file a suit in equity to enjoin such Party from such breach, and consent to the issuance of injunctive relief to enforce the provisions of Article

      III of this Agreement.

ARTICLE IV

CHARTERING OPPORTUNITIES

Section 4.1 Chartering Opportunities. The Parties acknowledge and agree that during the term of this Agreement, depending on a number of facts and circumstances that may exist at any given time when a Capesize Vessel owned by any Parent Group Member (a “Parent Vessel”) and a Capesize Vessel owned by a Company Group Member (a “Company Vessel”) are both available for charter, Parent’s management subsidiaries, in their performance of commercial management services, may have a conflict of interest in pursuing charter opportunities for a Company Vessel and Parent Vessel, and the Company acknowledges that no Parent Group Member shall be obliged to present any chartering opportunity which is determined, in such Parent Group Member’s sole discretion, to be suitable for a Parent Vessel to any Company Group Member.

Section 4.2 Procedures for Right of First Refusal on Chartering Opportunities. Except for any charting opportunity presented by a Parent Group Member to any Company Group Member, with respect to which the right of first refusal set forth in this section shall be deemed waived, any Company Group Member presented with a chartering opportunity (excluding renewals and extensions of existing charters and charters with a term of 13 months or less) for a Capesize Vessel shall grant the Parent a right of first refusal to accept such opportunity for a Parent Vessel before pursuing such potential charter opportunity for a Company Vessel by delivering a notice of the potential charter opportunity (the “Charter Notice”) to the Parent setting forth the material terms of the potential charter opportunity. Upon receipt of a Charter Notice, the Parent shall have two business days to consider the potential charter opportunity and to accept or reject such opportunity. In the event that the Parent does not elect to accept the potential charter opportunity within two business days, the Company shall be free to pursue such opportunity for a Company Vessel for a period of 15 calendar days on the same terms and conditions as set forth in the Charter Notice.

Section 4.3 Enforcement. Each Party agrees and acknowledges that the other Parties may not have an adequate remedy at law for the breach by any such Party of its covenants and agreements set forth in this Article IV, and that any breach by any such Party of its covenants and agreements set forth in this Article IV could result in irreparable injury to such other Parties. Each Party further agrees and acknowledges that any other Party may, in addition to the other remedies which may be available to such other Party, file a suit in equity to enjoin such Party from such breach, and consent to the issuance of injunctive relief to enforce the provisions of Article

      IV of this Agreement.

ARTICLE V

MISCELLANEOUS

Section 5.1 Certain Covenants. Each of the Parent and the Company hereby agree and covenant to use commercially reasonable best efforts to cause the other Parent Group Members and Company Group Members, respectively, to comply with the provisions of this Agreement.

Section 5.2 Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without giving effect to any choice of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York. Each of the parties hereto submits to the exclusive jurisdiction of the United States District Court for the Southern District of New York (or, if jurisdiction in that court is not available, then any state court located within the Borough of Manhattan, City of New York) for any and all legal actions arising out of or in connection with this Agreement.

Section 5.3 Notice. All notices, requests or consents provided for or permitted to be given pursuant to this Agreement must be in writing and must be given by depositing the same in the mail, addressed to the Person to be notified, postpaid and registered or certified with return receipt requested or by delivering such notice in person or by prepaid private-courier, telecopier, facsimile or email to such party. Notice given by personal delivery or mail shall be effective upon actual receipt. Couriered notices shall be deemed delivered on the date the courier represents that delivery will occur. Notice given by telecopier, facsimile or email shall be effective upon actual receipt if received during the recipient’s normal business hours, or at the beginning of the recipient’s next business day after receipt if not received during the recipient’s normal business hours. All notices to be sent to a Party pursuant to this Agreement shall be sent to or made at the address set forth below such Party’s signature to this Agreement, or at such other address as such Party may stipulate to the other Parties in the manner provided in this Section 5.3.

Section 5.4 Entire Agreement; Effectiveness. This Agreement constitutes the entire agreement of the Parties relating to the matters contained herein, superseding all prior contracts or agreements, whether oral or written, relating to the matters contained herein. For the avoidance of doubt, the parties expressly agree that this Agreement shall not take effect until the Spin-Off occurs, and if no such Spin-Off occurs, this Agreement will be of no force and effect.

Section 5.5 Termination. Upon a Change of Control of the Company or the Parent, the provisions of Articles II, III and IV of this Agreement (but not less than all of such Articles) shall terminate immediately.

Section 5.6 Waiver; Effect of Waiver or Consent. Any Party hereto may (a) extend the time for the performance of any obligation or other act of any other Party hereto or (b) waive compliance with any agreement or condition contained herein. Except as otherwise specifically provided herein, any such extension or waiver shall be valid only if set forth in a written instrument duly executed by the Party or Parties to be bound thereby. No waiver or consent, express or implied, by any Party of or to any breach or default by any Person in the performance by such Person of its obligations hereunder shall be deemed or construed to be a waiver or consent of or to any other breach or default in the performance by such Person of the same or any other obligations of such Person hereunder. Failure on the part of a Party to complain of any act of any Person or to declare any Person in default, irrespective of how long such failure continues, shall not constitute a waiver by such Party of its rights hereunder until the applicable statute of limitations period has run.

Section 5.7 Amendment or Modification. This Agreement may be amended or modified from time to time only by the written agreement of all the Parties hereto.

Section 5.8 Assignment. No Party shall have the right to assign its rights or obligations under this Agreement without the prior written consent of the other Parties hereto.

Section 5.9 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all signatory Parties had signed the same document. All counterparts shall be construed together and shall constitute one and the same instrument.

Section 5.10 Severability. If any provision of this Agreement or the application thereof to any Person or circumstance shall be held invalid or unenforceable to any extent, the remainder of this Agreement and the application of such provision to other Persons or circumstances shall not be affected thereby and shall be enforced to the greatest extent permitted by law.

Section 5.11 Gender, Parts, Articles and Sections. Whenever the context requires, the gender of all words used in this Agreement shall include the masculine, feminine and neuter, and the number of all words shall include the singular and plural. All references to Article numbers and Section numbers refer to Articles and Sections of this Agreement.

Section 5.12 Further Assurances. In connection with this Agreement and all transactions contemplated by this Agreement, each signatory Party hereto agrees to execute and deliver such additional documents and instruments and to perform such additional acts as may be necessary or appropriate to effectuate, carry out and perform all of the terms, provisions and conditions of this Agreement and all such transactions.

Section 5.13 Withholding or Granting of Consent. Each Party may, with respect to any consent or approval that it is entitled to grant pursuant to this Agreement, grant or withhold such consent or approval in its sole and uncontrolled discretion, with or without cause, and subject to such conditions as it shall deem appropriate.

Section 5.14 Laws and Regulations. Notwithstanding any provision of this Agreement to the contrary, no Party to this Agreement shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such Party to be in violation of any applicable law, statute, rule or regulation.

Section 5.15 Negotiation of Rights of the Parties. The provisions of this Agreement are enforceable solely by the Parties to this Agreement, and no shareholder, member, assignee or other Person of the Parties shall have the right, separate and apart from the Parties, as applicable, to enforce any provision of this Agreement or to compel any Party to this Agreement to comply with the terms of this Agreement.

[signature page follows]

IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the date first written above.

UNITED MARITIME CORPORATION
By:	/s/ Stavros Gyftakis
---	---
Name:	Stavros Gyftakis
---	---
Title:	Chief Financial Officer
Address for Notice:
---
United Maritime Corporation
154 Vouliagmenis Avenue
166 74 Glyfada, Greece
Attention: General Counsel
Attention (email): legal@usea.gr

(Signature Page to Rights of First Refusal and First Offer Agreement)

SEANERGY MARITIME HOLDINGS CORP.
By:	/s/ Stamatios Tsantanis
---	---
Name:	Stamatios Tsantanis
---	---
Title:	Chief Executive Officer
Address for Notice:
---
Seanergy Maritime Holdings Corp.
154 Vouliagmenis Avenue
166 74 Glyfada, Greece
Attention (email): legal@seanergy.gr

(Signature Page to Rights of First Refusal and First Offer Agreement)

Exhibit 4.70

Dated July 5, 2022

UNITED MARITIME CORPORATION

and

SEANERGY MARITIME HOLDINGS CORP.

MASTER MANAGEMENT AGREEMENT

INDEX

CLAUSE		PAGE
1	INTERPRETATION	1
2	SERVICES	1
3	FEES AND EXPENSES	3
4	RIGHT TO SUB-CONTRACT	4
5	ASSIGNMENT	4
6	LIABILITY AND INDEMNITY	4
7	NO JOINT VENTURE	6
8	DURATION OF THE AGREEMENT	6
9	NOTICES	6
10	APPLICABLE LAW AND JURISDICTION	7
11	MISCELLANEOUS	7

THIS MASTER MANAGEMENT AGREEMENT (this “Agreement”), dated as of July 5, 2022, is entered into between United Maritime Corporation, a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Company”) and Seanergy Maritime Holdings Corp., a corporation incorporated under the laws of the Republic of the Marshall Islands (the “Manager”, together with the Company, the “Parties” and each a “Party”).

WHEREAS:

(A)	The Company is in the business of owning, acquiring and operating a fleet of ocean-going vessels and intends to expand its fleet, with such vessels owned indirectly through separate subsidiaries of the Company.
(B)	The Manager has the benefit of expertise in management services through its wholly owned management subsidiaries and, inter alia, in corporate finance, accounting, operations, sale and purchase and administration generally.
---	---
(C)	With respect to the vessels set forth on Schedule I attached hereto, as amended from time to time by agreement of the parties hereto (each a “Vessel” and collectively the “Vessels,” with each Vessel-owning subsidiary of the Company referred to as an “SPV” and collectively the “SPVs”), the Company has requested the<br> Manager, and the Manager has agreed, to assist the Company and its SPV(s) in their dealings with third parties and to provide certain services to the Company, certain other subsidiaries of the Company and each SPV in connection with, inter<br> alia, the management, corporate finance, accounting, operations, sale and purchase and general administration of their business.
---	---

NOW THEREFORE THE PARTIES HEREBY AGREE:

1.	INTERPRETATION
1.1	In this Agreement unless the context otherwise requires:
---	---

“Business Days” means a day (excluding Saturdays and Sundays) on which banks are open for business in Athens, London and New York;

“Services” means the services described in Clause 2.1.

1.2 The headings of this Agreement are for ease of reference and do not limit or otherwise affect the meaning hereof.

1.3 All the terms of this Agreement, whether so expressed or not, shall be binding upon the parties hereto and their respective successors and assigns.

1.4	Unless the context otherwise requires, words in the singular include the plural and vice versa.
2	SERVICES
---	---

2.1 During the term hereof (as provided in Clause 8 of this Agreement), the Company engages the Manager to provide the following services to the Company, certain management subsidiaries of the Company and each SPV and the Manager hereby accepts such engagement, all in accordance with the terms of this Agreement:

(a)	the provision of assistance and advice with respect to financing, including without limitation the monitoring and administration of compliance with the financing terms and conditions agreed with investors, banks, lessors or other financial<br> institutions;

(b)	the establishment and maintenance of an appropriate accounting system (if required) and adequate internal control over financial reporting;
(c)	the keeping of all books and records of things done and transactions performed as it may require from time to time, including liaising with accountants, lawyers and other professional advisors;
---	---
(d)	from time to time or at any time as requested, the preparation and presentation of reports to the board of directors thereof (or any applicable committee thereof) concerning the performance of the services mentioned in this Clause 2.1 and<br> the performance of third parties with whom they have a contractual relationship and furnishing advice and recommendations with respect to all aspects of their business affairs;
---	---
(e)	the maintenance of the general ledgers, reconciliation of their bank accounts, preparation of periodic financial statements in accordance with generally accepted accounting principles consistently applied in the United States, including<br> those required for governmental and regulatory or self-regulatory agency filings (including the preparation of periodic and other reports, proxy statements, registration statements and other documents and reports), tax returns and reports and<br> the provision of related data processing services;
---	---
(f)	the provision of commercial management (including but not limited to the chartering of the Vessels and monitoring thereof and freight collection) and technical management (including but not limited to the crewing of the vessels, the<br> day-to-day operations, inspections, maintenance, repairs, drydocking, purchasing, insurance and claims handling) services for the Vessels, the acting directly or through its wholly owned subsidiaries for and on behalf of the SPVs in<br> connection therewith and the arrangement on behalf of the SPVs (through the relevant third parties) of any of the aforementioned services directly or through its wholly owned subsidiaries;
---	---
(g)	the provision of services for the sale and purchase of the Vessels;
---	---
(h)	provision of services for the compliance with all applicable laws, including all relevant securities laws and the rules and regulations of the Securities and Exchange Commission and any securities exchange upon which the Company’s<br> securities are listed;
---	---
(i)	the maintenance of the Company’s, the Company’s management subsidiaries and the SPV’s corporate existence and good standing in all necessary jurisdictions and assistance in all other corporate and regulatory compliance matters, including<br> but not limited to any action, claim, complaint, demand, suit, judgment, investigation or proceeding, pending or threatened, by any person or before any governmental or other authority;
---	---
(j)	the conducting of investor relations functions on behalf of the Company;
---	---
(k)	the provision and maintenance of all required information technology infrastructure and support relating to all operations of the Company, the Company’s management subsidiaries and the SPVs;
---	---
(l)	the obtaining, on behalf of the Company, director and officer liability insurance and other insurance coverage not related to the Vessels that would normally be obtained for a company in a similar business to that of the Company;
---	---

(m)	the provision of office space/ premises and office equipment for the personnel of the Company, the Company’s management subsidiaries or the SPVs at the location of the Manager and clerical, secretarial and administrative assistance as may<br> be reasonably necessary;
(n)	the communication with the transfer agent for the Company as may be necessary or desirable;
---	---
(o)	the provision of directors and/or officers in the board of directors of the Company or the SPVs; and
---	---
(p)	the provision of such other services as the authorized representative of the Company or the SPV may request and the Manager may agree to provide from time to time.
---	---

2.2 During the term hereof, the Manager shall use its reasonable commercial efforts to promote the business of the Company, the Company’s management subsidiaries and the SPVs in accordance with the directions of their authorized representative(s) and shall at all times use its reasonable commercial efforts to conform to and comply with the lawful directions, regulations and recommendation made by such authorised representative(s) and in the absence of any specific directions, regulations and recommendations as aforesaid and subject to the terms and conditions of this Agreement shall provide general administrative and advisory services in connection with the management of the business of the Company and the SPV.

2.3 The Company, the Company’s management subsidiaries and the SPVs each acknowledge that to the extent set out in this Agreement, the Manager is acting solely on behalf of, as agent of and for the account of the Company, the Company’s management subsidiaries and the SPVs.

2.4 The Manager in the performance of its responsibilities under this Agreement shall be entitled to have regard to its overall responsibilities in relation to the management of its own subsidiaries (which include but shall not be restricted to the Manager) and in particular, without prejudice to the generality of the foregoing, the Manager shall be entitled to allocate available resources and services in such manner as in the prevailing circumstances the Manager in its absolute discretion considers to be fair and reasonable. The Manager and its employees may provide services of a nature similar to the Services to any other person. There is no obligation for the Manager to provide the Services to Company, the Company’s management subsidiaries or the SPVs on an exclusive basis.

3	FEES AND EXPENSES

3.1 In consideration of the Manager providing the Services, the Company shall pay the Manager a daily administration fee of three hundred twenty-five United States Dollars (US$325) per Vessel (the “Fee”). The Fee shall be due and payable by the Company upon the Manager’s request.

3.2 The Company will reimburse the Manager for postage and communication expenses, travelling expenses and other expenses reasonably incurred by the Manager in the provision of the Services (including any reimbursement at-cost for sub-contracting paid by the Manager to any Sub- Manager as set forth in Clause 4). Within thirty (30) days after the end of each month, the Manager shall submit to the Company for payment an invoice for reimbursement of all such expenses in connection with the provision of the Services. Each statement will contain such supporting detail as may be reasonably required to validate such amounts due. The Company shall make payment within fifteen (15) days of the date of each invoice (any such day on which a payment is due, the “Due Date”). All invoices for Services are payable in U.S. dollars. All amounts not paid within 10 days after the Due Date shall bear interest at the rate of 1.00% per annum over SOFR (Secured Overnight Financing Rate) from such Due Date until the date payment is received in full by the Manager.

4	RIGHT TO SUB-CONTRACT

4.1 The Manager shall be entitled to procure performance of the Manager's duties and obligations under this Agreement to any of its subsidiaries or arrange on behalf of the Company, the Company’s management subsidiaries and the SPVs the performance of the Services by third parties (collectively, the “Sub-Managers”), as agreed to by the Company or the SPVs from time to time.

4.2 In the event of any sub-contract by the Manager or arrangement as mentioned above, the Manager shall promptly notify the Company, the Company’s management subsidiaries and the SPVs thereof and shall remain fully liable for the due performance of its obligations under this Agreement except in the case of sub-contracting or arranging the Services under Clause 2.1(f) in which case the Sub-Managers will be solely liable towards the Company, the Company’s management subsidiaries and the SPVs and the Manager will have no liability under Clause 6.2 of this Agreement or otherwise in respect of the performance of Services under Clause 2.1(f) by a Sub-Manager. The Company’s management subsidiaries and the SPVs, as applicable, shall enter into the relevant management agreements with the Sub-Managers in respect of the provision of the Services under Clause 2.1(f).

5	ASSIGNMENT

5.1 The Parties may not assign any of their respective rights under this Agreement in whole or in part without the prior written consent of the other Party, which consent may be withheld in the sole discretion of such other Party. This Agreement is binding upon and inures to the benefit of the Parties and their successors and permitted assigns.

6	LIABILITY AND INDEMNITY

6.1 Neither the Company nor the Manager shall be under any liability for any failure to perform any of its obligations hereunder if any of the following occurs (“Force Majeure Event”):

(i)	any event, cause or condition which is beyond the reasonable control of either or both of the Parties and which prevents either or both of the Parties from performing any of their respective obligations under this Agreement;
(ii)	acts of God, including fire, explosions, unusually or unforeseeably bad weather conditions, epidemic, lightning, earthquake or tsunami;
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(iii)	acts of public enemies, including war or civil disturbance, vandalism, sabotage, terrorism, blockade or insurrection;
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(iv)	acts of any governmental authority, including injunction or restraining orders issued by any judicial, administrative or regulatory authority, expropriation or requisition;
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(v)	government rule, regulation or legislation, embargo or national defense requirement; or
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(vi)	labor troubles or disputes, strikes or lockouts, including any failure to settle or prevent such event which is in the control of any Party.
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A Party shall give written notice to the other Party promptly upon the occurrence of a Force Majeure Event.

6.2 Subject to Clause 6.1, the Manager and any directors or employees of the Manager or the directors and officers appointed pursuant to Clause 2.1(o) shall be under no liability whatsoever to the Company or the SPVs for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, and howsoever arising in the course of the performance of this Agreement, unless and to the extent that the same is proved to have resulted solely from (i) fraud, gross negligence or willful misconduct of the Manager, its employees, agents and the directors and officers appointed pursuant to Clause 2.1(o), or (ii) any breach of this Agreement by the Manager, its employees and agents and of the directors and officers appointed pursuant to Clause 2.1(o) (in which case, with the exception of fraud or willful misconduct, the Manager’s liability for each incident or series of incidents giving rise to a claim or claims under this Agreement shall never exceed a total of US$100,000.

6.3 Except to the extent that the Manager would be liable under Clause 6.2, the Company and the SPVs hereby undertake to keep the Manager and its employees, agents, directors, officers and the Sub-Managers and the directors and officers appointed pursuant to Clause 2.1(o) indemnified and to hold them harmless against all actions, proceedings (whether civil, criminal, administrative or investigative), claims, demands or liabilities whatsoever and howsoever arising which may be brought against them, threatened or incurred or suffered by them arising out of or in connection with the performance of this Agreement, and against and in respect of all costs, losses, damages and expenses of whatsoever nature and kind (including but not limited to legal costs, attorneys’ fees, judgements, fines, amounts paid in settlement and any other expenses on a full indemnity basis) which the Manager, its directors, officers, employees, agents or the Sub-Managers and the directors and officers appointed pursuant to Clause 2.1(o) may suffer or incur (either directly or indirectly) in the course of the performance of this Agreement unless the same is proven to have resulted solely from the gross negligence or willful default of the Manager or its directors, officers, employees, or agents or the Sub- Managers employed by them or the directors and officers appointed pursuant to Clause 2.1(o).

6.4 No director, officer, employee, agent or Sub-Manager of the Manager or any director and officer appointed pursuant to Clause 2.1(o) shall in any circumstances whatsoever be under any liability for any loss, damage or delay of whatsoever kind arising or resulting directly or indirectly from any act, neglect or default on his part while acting in the course of or in connection with his employment or holding of a directorship or office and, without prejudice to the generality of the foregoing provisions in this Clause 6.4, every exemption, limitation, condition and liberty herein contained and every right, exemption from liability, defense and immunity of whatsoever nature applicable to the Manager or to which the Manager is entitled hereunder shall also be available and shall extend to protect every such director, officer, employee, agent or Sub-Manager of the Manager and the director and officer appointed pursuant to Clause 2.1(o) acting as aforesaid, and all such persons shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce and to enjoy the benefit of this Clause 6.

6.5 The Manager or any of their directors or officers or any of the directors and officers appointed pursuant to Clause 2.1(o) shall not be liable for any indirect or consequential losses for any reason whatsoever.

6.6 No director or officer appointed from time to time pursuant to Clause 2.1(o) shall be personally liable to any of the SPVs or the Company or to any shareholder or beneficial owner of the Company for monetary damages for breach of fiduciary duty as a director or officer, provided that this provision shall not limit the liability of a director or officer (i) for any breach of the director’s or the officer’s duty of loyalty to the SPVs of the Company, (ii) for acts or omissions proven to be made or not made in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 28 (m) of the Business Corporations Act of Marshall Islands or any other applicable law, or (iv) or any transaction from which any director or officer derived an improper personal benefit.

6.7 Any repeal or modification of this Clause 6 shall not adversely affect any rights to indemnification of the Manager, their employees, agents, Sub-Managers and the directors or officers appointed pursuant to Clause 2.1(o) existing at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.

7	NO JOINT VENTURE

7.1 Nothing in this Agreement is intended to create or shall be construed as creating a joint venture or partnership between the Parties, and this Agreement shall not be deemed for any purpose to constitute any Party a partner of any other Party to this Agreement in the conduct of any business or otherwise or as a member of a joint venture or joint enterprise with any other Party to this Agreement.

8	DURATION OF THE AGREEMENT

8.1 The initial term of this Agreement shall commence on the date hereof and shall continue until December 31, 2024, unless it is terminated earlier by the Parties as provided in Clause 8.3 (the “Initial Term”).

8.2 This Agreement will, without any further act or formality on the part of either Party, on the expiration of the Initial Term, or any Renewal Term, be automatically renewed for a further term of twelve (12) months (each a “Renewal Term”) unless terminated in accordance with Clause 8.3.

8.3 Either Party may terminate this Agreement at any time by providing to the other party three (3) months’ prior written notice. This Agreement may be terminated immediately (i) in the event of a material breach of this Agreement, or (ii) if an order be made or resolution be passed for the winding up of the other party (otherwise than a winding up for the purpose of reconstruction or amalgamation), or if a receiver be appointed of the undertaking or property of the other party, or if the other party shall suspend payment or cease to carry on business or make any special arrangement or composition with its creditors. Upon termination, the Manager shall assist with any transition required by the Company, the Company’s management subsidiaries or the SPVs to another service provider or manager providing services that are substantially similar to the Services.

9	NOTICES

9.1 All notices, consents and other communications hereunder or necessary to exercise any rights granted hereunder, shall be writing, either by hand, by prepaid registered mail or telefax, addressed as follows:

Company, certain subsidiaries of the Company and SPVs:

c/o 154 Vouliagmenis Avenue

16674 Glyfada, Athens Greece

For the Attention of

United Maritime Corporation

E-mail: finance@usea.gr / legal@usea.gr

Fax: +30 210 9638404

Manager:

Executive Offices at 154 Vouliagmenis Avenue

16674 Glyfada, Athens Greece

For the Attention of

Finance & Legal Departments

E-mail: finance@seanergy.gr / legal@seanergy.gr

Fax: +30 210 9638404

Any Party may change the address to which notices, requests, consents or other communications hereunder are to be delivered by giving to the other Parties notice in the manner set forth in this Clause 9.1.

Any notice:

(i)	if validly delivered on a Business Day, shall be deemed to have been given when delivered; and
(ii)	if validly transmitted by fax on a Business Day, shall be deemed to have been given on that Business Day.
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10	APPLICABLE LAW AND JURISDICTION
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10.1 This Agreement (including any non-contractual obligations arising from or in connection with the same) shall be governed by, and construed in accordance with, English law. Any dispute arising out of or in connection with this Agreement (including any non-contractual obligations arising from or in connection with the same) 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. The language of the Arbitration shall be English and 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. Each party to appoint one arbitrator and the two so appointed to appoint the third who shall act as chairman of the Tribunal. On the receipt by one party of the nomination in writing of the other party’s arbitrator, that party shall appoint their arbitrator within fourteen days, failing which the single arbitrator shall act as sole arbitrator and any decision of the sole arbitrator shall be binding in both parties as if the sole arbitrator had been appointed by agreement. The two arbitrators so appointed shall appoint the third arbitrator within fourteen days.

10.2 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.

11	MISCELLANEOUS

11.1 No Party shall disclose to any third parties information that it has relating to the businesses, properties, financial condition, results of operations or prospects of any of the other Parties or make use of such information other than to the extent necessary for the purpose of performing this Agreement, except (i) to the extent such information is publicly available or is obtainable from independent sources who did not receive the information from such other Party, (ii) as requested or required by its representatives, legal counsel, accountants, advisers, auditors, any law or statutory body, including but not limited to any stock exchange and/or Securities and Exchange Commission laws and regulations applicable to either Party, any applicable accounting standards, ordered by any court, regulation, court order, judicial process or arbitral award (including by oral questions, interrogatories, requests for information or other documents in legal proceedings, subpoena, civil investigative demand or any other similar legal process), or (iii) as authorized in writing by such other Party.

11.2 This Agreement constitutes the sole understanding and agreement of the Parties hereto with respect to the subject matter hereof and supersedes all prior agreements or understandings, written or oral, with respect thereto. This Agreement may not be amended, waived or discharged except by an instrument or instruments in writing executed by the party against whom enforcement of such amendment, waiver or discharge is sought.

11.3	This Agreement may be executed in one or more written counterparts each of which shall be deemed an original, but all of which together shall constitute one instrument.

[signature page follows]

IN WITNESS whereof the undersigned have executed this agreement as of the date first above written.

The Manager
SEANERGY MARITIME HOLDINGS CORP.
By:	/s/ Stamatios Tsantanis
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Name:	Stamatios Tsantanis
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Title:	Chief Executive Officer
UNITED MARITIME CORPORATION
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By:	/s/ Stavros Gyftakis
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Name:	Stavros Gyftakis
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Title:	Chief Financial Officer

[Signature Page to Master Management Agreement]

Schedule I

Vessel Name	SPVs
M/V Gloriuship (IMO 9266944)	Sea Glorius Shipping Co., of the Republic of the Marshall Islands

Exhibit 4.71

DATED JULY 5, 2022

United Maritime Corporation

-and-

Seanergy Management Corp.

COMMERCIAL

MANAGEMENT AGREEMENT

THIS AGREEMENT, dated July 5, 2022, is made between:

A) United Maritime Corporation, a company incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro Marshall Islands MH96960 (hereinafter called the “Company”) for its own behalf and on behalf of the Shipowning Entities;

and -

B) Seanergy Management Corp., a company incorporated in the Republic of the Marshall Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro Marshall Islands MH96960 (hereinafter called the “Commercial Manager”).

WHEREAS:

(A) Pursuant to a master management agreement dated July 5, 2022 (the “Master Agreement”) and entered into between Seanergy Maritime Holdings Corp., of the Republic of the Marshall Islands (“Seanergy”) and United Maritime Corporation, of the Republic of the Marshall Islands (“United Maritime”),

      Seanergy has agreed to provide, directly or through its wholly owned subsidiaries or by arranging with third parties, administrative, accounting, finance, commercial, technical management, brokerage and certain other services to United Maritime
      and its ship-owning subsidiaries.

(B) United Maritime is in the business of owning, acquiring and operating (including via bareboat chartering or sub-bareboat chartering) a fleet of oceangoing vessels (a “Vessel” and collectively the “Vessels”), indirectly through its separate wholly owned subsidiaries (each a “Shipowning Entity” and collectively the “Shipowning Entities” and together with the Company, hereinafter referred to as the “Group” and any of them a “member

        of the Group”\).

(C) Pursuant to the Master Agreement, Seanergy has the right to procure performance of its duties and obligations to any of its subsidiaries or arrange on behalf of United Maritime and its vessel-owning subsidiaries the performance of the relevant services by third parties.

(D) The Company, acting in its capacity as parent for and on behalf of the Shipowning Entities, wishes to appoint the Commercial Manager, a wholly owned subsidiary of Seanergy, as the agent of the Group to, directly or through subcontracting, seek, negotiate and conclude charterparties or other contracts for the employment of the Vessels, on the terms and conditions set out herein.

WHEREBY IT IS AGREED as follows:

1	Definitions
1.1	In this Agreement, except where the context otherwise requires:
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“Management Services” means the services provided by the Commercial Manager pursuant to Clauses 2 and 6.

1.2.	Unless the context otherwise requires, words in the singular include the plural and vice versa.
1.3.	References to any document include the same as varied, supplemented or replaced from time to time.
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1.4.	References to any enactment include re-enactments, amendments and extensions thereof.
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1.5.	Clause headings are for convenience of reference only and are not to be taken into account in construction.
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2	Appointment of Commercial Manager
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2.1	In consideration of the premises and the mutual covenants herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as<br> follows:
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The Company for and on behalf of the Shipowning Entities hereby appoints the Commercial Manager as the agent of the Group for the provision, directly or through subcontracting, of chartering services to the Group, which include seeking and negotiating employment for the Vessels in accordance with the Company’s instructions and subject to the Company’s prior approval the conclusion (including the execution) of charter parties or other contracts relating to the employment of the Vessels, as described in detail in this Agreement.

2.2

For services performed hereunder by the Commercial Manager, the Company shall pay or procure that the relevant member of the Group pays, to the Commercial Manager as a management fee (the “Fee”) comprising of: (i) a fee equal to one point twenty-five percent (1.25%) calculated on the collected gross hire/ freight/ demurrage payable when the relevant hire/ freight/ demurrage are collected (except for any Vessels that are chartered-out to Seanergy), and (ii) a fee equal to one per cent (1%) of the contract price of any Vessel bought or sold by the Commercial Manger on the Company’s (and the respective Shipowning Entity’s) behalf, except for any Vessels bought or sold from or to Seanergy, or in respect of any Vessel sale relating to a sale leaseback transaction. The Fee hereunder shall be paid to the Commercial Manager to an account of the Commercial Manager advised in writing to the Company.

3	Purpose, Authority and Basis of Agreement
3.1	Subject to the terms and conditions provided herein during the period of this Agreement the Commercial Manager shall carry out the Management Services in respect of the Vessels for and on behalf of the<br> Shipowning Entities. The Commercial Manager (unless otherwise provided for herein) shall have authority to take such actions as it may from time to time in its discretion consider necessary to enable it to perform its obligations pursuant<br> hereunder in accordance with sound ship management practices, provided the Company has given its approval.
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3.2	The Company hereby ratifies, confirms and undertakes at all times to ratify and to confirm all lawful conduct of the Commercial Manager, its employees, agents and subcontractors in connection with the<br> provision of the Management Services pursuant to this Agreement.
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3.3	The Company shall procure forthwith that each Shipowning Entity (including such entities as may become members of the Group from time to time) shall evidence its agreement to be bound by the terms and<br> conditions of this Agreement by executing a deed of accession to this Agreement in the form of Schedule 1.
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4	Obligations of Commercial Manager
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The Commercial Manager undertakes in so far as applicable to its respective duties pursuant to this Agreement to use its best endeavours to provide the Management Services and to protect and promote the interests of the Company and the Shipowning Entities in all matters relating to the efficient commercial management of the Vessels provided however that without prejudice to the generality of the foregoing the Commercial Manager shall not be:

(a)	required to exercise its powers pursuant hereto as to give preference in any respect to the Shipowning Entities, it being understood and agreed that the Commercial Manager shall so far as is practicable<br> ensure a fair distribution of available manpower, supplies and services to all ships owned or managed by it;
(b)	restricted from carrying on or (whether as manager or otherwise) being concerned or interested in carrying on any business which is or may be similar to or competitive with the business presently or at any<br> time carried on by the Shipowning Entity; and
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(c)	answerable for the consequences of any decision or exercise of judgment taken or made in the exercise of its powers and taken or made honestly and in good faith.
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5	Obligations of the Company
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The Company shall pay or procure that the relevant member of the Group pays any moneys due to the Commercial Manager pursuant to this Agreement.

6	Management Services
6.1	The Commercial Manager shall provide and/or procure, directly or through subcontracting, the provision of the services specified hereunder in the name of the Shipowning Entities or otherwise on its behalf and<br> do all things which may be expedient or necessary for the provision of said services or otherwise in relation to the commercial operation of the Vessels, such services as stated below:-
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(a)	Commercial Management
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(i)	Employment of the Vessels
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Seeking and negotiating employment of the Vessels in accordance with the Company’s instructions.

(aa) Chartering

Providing chartering services which include, but are not limited to seeking, negotiating and the concluding (including the execution thereof) of charterparties and on behalf of the Shipowning Entity agreeing with the charterers (inter alia) on the itineraries and timetables of the Vessel during the charter period, charter hire and other monies payable to the Shipowning Entity and methods of payment thereof and any other terms and conditions in relation to the employment of the Vessel, provided that the Commercial Manager received the Company’s prior approval.

(ii)	Commercial operation

Commercial operation of the Vessels, which includes, but is not limited to, the following functions

(aa) Providing detailed voyage estimates and accounts and calculating hire, freights, demurrage and/or dispatch moneys due from or due to the charterers of the Vessels;

(bb) Issuing voyage instructions;

(cc) Arranging surveys associated with the commercial operation of the Vessels;

(dd) Estimation of bunker quantities and types to be supplied.

(iii)	Sale and Purchase

Identifying potential opportunities and supervising the sale or purchase of the Vessels, including but not limited to the negotiation and the performance of the relevant sale and purchase agreements.

(iv)	Accounting Services

(aa) calculating and arranging for the collection of and receiving for and on behalf of the Shipowning Entity all hire, revenue or other monies of whatsoever kind to which the Shipowning Entity may from time to time be entitled arising out of the employment of or otherwise in connection with the Vessel and to this end co-ordinating the invoicing procedures on behalf of the Shipowning Entity of all aforesaid amounts due to the Shipowning Entity;

(bb) arranging for the proper payment to the Company, or the Shipowning Entity or its nominee of all such monies;

(cc) establishing and operating an accounting system which meets the requirements of the Company and providing regular accounting services, supplying regular reports and records in this regard; and

(dd) maintaining the records of all costs and expenditure incurred as well as data necessary or proper for the settlement of accounts between the parties.

6.2	The Commercial Manager has the right to appoint any third party to provide any of the Management Services provided by it, as may be agreed from time to time with the Company or the Shipowning Entity. In such<br> event, the Commercial Manager shall promptly notify the Company and the Shipowning Entity and the appointed sub-manager will be solely liable towards the Company and the Shipowning Entity and the Commercial Manager will have no liability<br> for the sub-contracted services and obligations.
6.3	The Commercial Manager shall have the express authority to negotiate, conclude and execute all forms of documentation and agreements including contracts and acknowledgements on behalf of the Company in so far<br> as is necessary for the provision by the Commercial Manager of its Management Services, provided that all such documentation will be approved in advance in writing by the Company.
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7	Accounts and Management of Funds
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7.1	In so far as applicable to the Commercial Managers’ Services, the Commercial Manager shall operate accounting systems satisfactory to the Shipowning Entity and provide regular services, reports and records in<br> this regard and maintain records of all expenditure and cost together with information necessary and appropriate for the settlement of accounts between the parties hereto.
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7.2	Notwithstanding any contrary provisions herein the Commercial Manager shall in no circumstances whatsoever be required to use or commit its own funds to finance the provision of the Management Services.
7.3	The Commercial Manager shall at all times maintain and keep true and correct accounts and shall make the same available for inspection and auditing by the Company at such times as may be mutually agreed. On<br> the termination, for whatever reasons, of this Agreement, the Commercial Manager shall release to the Shipowning Entities, if so requested, the originals where possible, or otherwise certified copies, of all such accounts and all documents<br> specifically relating to the Vessels and their commercial operation.
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8	Management Expenses
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8.1	The Commercial Manager shall, at no extra cost to the Company, provide its office accommodation and office staff. The Company will reimburse the Commercial Manager for all reasonable running and/or out of<br> pocket expenses, including but not limited to, telephone, fax, stationary and printing expenses. Any required travelling expenses in relation to this Agreement and the Management Services will be pre-approved by the Company and the relevant<br> expenses will be reimbursed to the Commercial Manager.
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8.2	All moneys collected by the Commercial Manager pursuant to this Agreement (other than moneys payable by the Company to the Commercial Manager) and any interest thereon shall be held to the credit of each<br> applicable Shipowning Entity in a separate bank account.
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9	Termination
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This Agreement may be terminated by either party giving to the other one (1) month prior notice in writing or by mutual written agreement between the parties.

9.1	Company’s default

The Commercial Manager shall be entitled to terminate its appointment under this Agreement with immediate effect by notice in writing if any monies payable by the Company under this Agreement shall not have been received by the Commercial Manager within ten (10) running days of receipt by the Company of the Commercial Manager’s written request.

9.2	Commercial Managers’ default

If the Commercial Manager fails to meet its obligations under clauses 5 and 7 of this Agreement for any reason within its control, the Company may give notice to the Commercial Manager of the default, requesting also to remedy it as soon as practically possible. In the event that the Commercial Manager fails to remedy said default within a reasonable time to the satisfaction of the Company, the Company shall be entitled to terminate the Agreement in relation to the defaulting Commercial Manager with immediate effect by notice in writing.

9.3	Extraordinary Termination

This Agreement shall be deemed to be terminated in the case of the sale of the Vessel or if the Vessel becomes a total loss or is declared as a constructive or compromised or arranged total loss or is requisitioned.

9.4	For the purpose of sub-clause 9.3. hereof:
(a)	the date upon which the Vessel is to be treated as having been sold or otherwise disposed of shall be the date on which the Shipowning Entity cease to be registered as owner of the Vessel;
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(b)	the Vessel shall only be deemed lost where she has become an actual total loss or agreement has been reached with her underwriters in respect of her constructive, compromised or arranged total loss or if such<br> agreement with her underwriters is not reached it is nevertheless adjudged by a competent tribunal that a constructive total loss of the Vessel has been occurred.
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9.5	Either party hereto may by notice to the other party terminate forthwith the appointment if an order is made or resolution is passed for the winding up, dissolution, liquidation or bankruptcy of such party<br> (otherwise than for the purpose of reconstruction or amalgamation) or if any party ceases to carry on business or makes any special arrangement or composition with its creditors.
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9.6	The termination of this Agreement shall be without prejudice to all rights accrued due between the parties prior to the date of termination.
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10	Insurances
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The Company shall procure that, throughout the period of this Agreement,

(a)	at no expense to the Commercial Manager, the Vessels are insured for not less than their sound market value or entered for their full gross tonnage, as the case may be for:
(i)	usual hull and machinery marine risks (including crew negligence) and excess liabilities;
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(ii)	protection and indemnity risks (including pollution risks and crew insurances); and
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(iii)	war risks (including protection and indemnity and crew risks),
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in accordance with the best practice of prudent owners of ships of a similar type to the Vessels, with first class insurance companies, underwriters or associations (the "Shipowning Entities’ Insurances");

(b)	all premiums and calls on the Shipowning Entities’ Insurances are paid promptly by their due date;
(c)	the Shipowning Entities’ Insurances name the Commercial Manager and, subject to underwriters' agreement, any third party designated by the Commercial Manager as a joint assured, with full cover, with the<br> Company procuring on behalf of the relevant Shipowning Entity cover in respect of each of the insurances specified in sub-clause 6.1, if reasonably obtainable, on terms such that neither the Commercial Manager nor any such third party shall<br> be under any liability in respect of premiums or calls arising in connection with the Shipowning Entities’ Insurances;
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(d)	written evidence is provided, to the reasonable satisfaction of the Commercial Manager, of compliance with the obligations under Clause 4 within a reasonable time from the commencement of this Agreement, and<br> of each renewal date and, if specifically requested, of each payment date of the Shipowning Entities’ Insurances.
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11	Force Majeure
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Neither the Company nor the Commercial Manager shall be under any liability for any failure to perform or delay in the performance of any of their obligations under this Agreement by reason of any cause whatsoever beyond their reasonable control.

12	Indemnities

Subject to any liability of the Commercial Manager pursuant to Clause 12.2 hereto, the members of the Group hereby ratify and confirm, and undertake at all times to ratify and confirm, whatever may be done or caused to be done by the Commercial Manager in the course of or in the provision of the Management Services and the members of the Group hereby undertake to keep the Commercial Manager and its respective employees and agents indemnified and to hold them harmless against all actions, proceedings, claims, demands or liabilities whatsoever or howsoever arising which may be brought against them or any one of them or incurred or suffered by them or any one of them arising out of or in connection with the performance of this Agreement, and against and in respect of all loss, damages, costs and expenses (including legal costs and expenses on a full indemnity basis) which the Commercial Manager may suffer or incur (either directly or indirectly) in defending or settling the same.

12.1	The Commercial Manager shall be under no liability whatsoever to the members of the Group for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect, (including but not limited to<br> loss of profit arising out of or in connection with detention of or delay to the Vessel) and howsoever arising in the course of the performance of the Management Services hereunder unless same is proved to have resulted solely from gross<br> negligence or willful default of the Commercial Manager or its employees or agents or subcontractors employed by it in connection with the Vessels, in which case (except where loss, damage, delay or expense has resulted from the Commercial<br> Managers’ personal act or omission committed with the intent to cause same or recklessly and with knowledge that such loss, damage delay or expense would probably result) the Commercial Manager’s liability (any such liability arising in<br> accordance herewith always being on an individual basis in relation to each Manager) for all incidents or series of incidents arising in any calendar year shall never exceed a total of 10 times the actual annual management fee paid in that<br> year.
12.2	No employee, agent or subcontractor of the Commercial Manager shall in any circumstances whatsoever be liable to the members of the Group for any loss, damage or delay arising or resulting directly or<br> indirectly from any act, neglect or default on his part while acting in the course or in connection with his employment and without prejudice to the generality of the forgoing provisions of this Clause 12, every exemption, limitation,<br> condition and liberty herein contained and every right, exemption from liability, defence and immunity of whatsoever nature applicable to and enjoyed by the Commercial Manager or to which the said Commercial Manager is entitled hereunder,<br> shall also be available and shall extend to protect every such employee, agent or subcontractor of the Commercial Manager acting as aforesaid and for the purpose of all the foregoing provisions of this clause 12 the Commercial Manager is or<br> shall be deemed to be acting as agent or trustee on behalf of and for the benefit of all persons who are or might be their servants or agents from time to time (including sub-contractors as aforesaid) and all such persons shall to this<br> extent be or be deemed to be parties to this Agreement.
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13	Confidentiality and Commercial Manager’s Documents
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13.1	Save for the purpose of enforcing or carrying out as may be necessary the rights or obligations of the Commercial Manager hereunder, the Commercial Manager agrees to maintain and to use its best endeavours to<br> procure that its officers and employees maintain confidence and secrecy in respect of all information relating to the Company’s business received by the Commercial Manager directly or indirectly pursuant to this Agreement.
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13.2	As between the Company, the members of the Group and the Commercial Manager, the Company hereby agrees and acknowledges that all title and property in and to the management manuals of the Commercial Manager<br> and other written material concerning management functions and activities is vested in the Commercial Manager and the Company agrees not to disclose the same to any third party and, on termination of this Agreement, to return all such<br> manuals and other material to the Commercial Manager.
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14	Notices and Other Matters
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14.1	Every notice, request, demand or other communication under this Agreement shall:
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(a)	be in writing, delivered personally or by registered or recorded first-class prepaid letter (airmail if available) facsimile or telex;
(b)	be deemed to have been received, subject as otherwise provided in this Agreement, in the case of a telex at the time of dispatch with confirmed answerback of the addressee appearing at the beginning and end<br> of the communication (provided that if the date of dispatch is not a business day 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), in the case of a facsimile<br> at the time of dispatch evidenced by a timed and dated transmittal confirmation (provided that if the date of dispatch is not a business day in the country of the addressee it shall be deemed to have been received at the opening of business<br> on the next business day), and in the case of a letter when delivered personally or five (5) days after it has been put into the post; and
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(c)	be sent to the respective addresses hereto or to such other address, facsimile or telex number as is notified by the parties hereto to the other parties to this Agreement:
---	---
(i)	in respect of the Company to:
---	---
UNITED MARITIME CORPORATION
---
154 Vouliagmenis Avenue
166 74 Glyfada, Greece
Attention: General Counsel
Attention (email): legal@usea.gr
(ii)	in respect of the Commercial Manager to:
---	---
SEANERGY MANAGEMENT CORP.
---
154 Vouliagmenis Avenue
166 74 Glyfada, Greece
Attention: General Counsel
Attention (email): legal@seanergy.gr
15	Law and Arbitration
---	---
15.1	This Agreement shall be governed by English Law and any dispute arising out of or in connection herewith shall be referred to arbitration in London
---	---
15.2	Arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) rules current at the time of commencement of the arbitration.
---	---

15.3	Any referral made pursuant to this Clause 15 shall be to three (3) Arbitrators on the following basis: if a dispute arises between the parties then each shall appoint an Arbitrator and the two Arbitrators so<br> appointed shall appoint a third.
15.4	Upon receipt of notice of appointment of an Arbitrator by the first notifying party (who shall therein state that it shall appoint its own arbitrator as sole arbitrator if the other party does not appoint an<br> Arbitrator in accordance herewith), the second party shall appoint its Arbitrator and give notice of such appointment within fourteen (14) days, failing which the prior notifying party shall be entitled either to appoint its Arbitrator as<br> Sole Arbitrator or appoint an Arbitrator on behalf of the second party who shall accept such appointment as if it had been made by itself.
---	---
15.5	If a party does not appoint its own Arbitrator and give due notice in accordance with Clause 15.4 the party referring the dispute to arbitration may without requirement for further notice to such other party<br> failing to so appoint make appointment in accordance with Clause 15.4 and shall advise the other party accordingly and the award of a Sole Arbitrator or panel appointed in accordance with Clause 15.4 shall be binding on all parties as if<br> appointment had been by agreement.
---	---
15.6	Nothing in this Clause 15 shall prevent the parties agreeing in writing to vary these provisions to provide for appointment of a Sole Arbitrator or to consolidate arbitration proceedings hereunder where<br> thought appropriate or desirable.
---	---
15.7	In cases where neither the claim nor any counterclaim exceeds the sum of UK £50,000 (or such other sum as the parties may agree) (or such other sum as the parties may agree) the arbitration shall be conducted<br> in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.
---	---
15.8	Any such Arbitration shall be in accordance with and subject to the Arbitration Act 1996 and any statutory amendment or modification thereto.
---	---
16	Miscellaneous
---	---
16.1	Subject to Clause 16.2 this Commercial Management Agreement contains the entire agreement and understanding between the parties and supersedes all prior negotiations, representations, warranties and other<br> documents or matter related to any of the subject matter of this Commercial Management Agreement.
---	---
16.2	This Agreement may be amended by mutual agreement of both parties hereto provided that any such amendment is evidenced by written amendment duly executed by both parties and following which any such amendment<br> shall be considered part of, appended to and read together with this Agreement.
---	---

16.3	All details of or pertaining to this Agreement shall be kept strictly private and confidential.

[signature page follows]

IN WITNESS WHEREOF the Company and the Commercial Manager have caused this Agreement to be duly executed as a deed the day and year first before written.

EXECUTED as a DEED	)
by Stamatios Tsantanis	)	/s/ Stamatios Tsantanis
the duly authorised attorney of	)
UNITED MARITIME CORPORATION	)
of the Republic of the Marshall Islands	)
in the presence of:	)
Theodora Mitropetrou
/s/ Theodora Mitropetrou
EXECUTED as a DEED	)
---	---	---
by Stavros Gyftakis	)	/s/ Stavros Gyftakis
the duly authorised attorney of	)
SEANERGY MANAGEMENT CORP.	)
of the Republic of the Marshall Islands	)
in the presence of:
Theodora Mitropetrou
/s/ Theodora Mitropetrou

Schedule 1

Deed of Accession

Date: [ ]

From: [ ]

To: [ ]

Dear Sirs,

Re:	Commercial Management Agreement of [ ] and made between (1) United Maritime Corporation (the “Company”) and Seanergy Management Corp. (the “Commercial Manager”)

We refer to the Commercial Management Agreement dated [ ] referred to as the “Agreement”). We are a Shipowning Entity as defined in the Agreement and [are] [are to become] owners of the vessel “[ ]” (the “Vessel”).

We hereby confirm that:

(a)	the Company has entered into the Agreement for and on our behalf; and
(b)	we are bound to observe the terms and conditions of the Agreement as if we were a named signatory therein.
---	---

We confirm that we are the Company’s principal in respect of the Agreement as it relates to the Vessel and ourselves. We hereby confirm that the Company has full authority on our behalf (i) to execute the Agreement and any agreement or addendum supplemental thereto, (ii) to give to the Commercial Manager any instructions required of us under the Agreement, (iii) to exercise any of our rights under the Agreement and (iv) to act in accordance with the terms contained in the Agreement, both on our behalf and on all matters relating to us, which are the subject of the Agreement and as they relate to the Vessel. We hereby confirm that we will be bound by any actions taken by the Company under the Agreement on our behalf and we hereby confirm and ratify any such actions taken by the Company.

The terms and provisions of this letter shall be governed by and construed in accordance with English law, and this letter is being executed as a deed on the date first above written.

Yours faithfully,

For and on behalf of
[ ]
In the presence of:

Exhibit 8.1

List of subsidiaries of

Seanergy Maritime Holdings Corp.,

of the Republic of the Marshall Islands (as of 06.03.2023)

Company	Country of incorporation
Seanergy Management Corp.	Republic of the Marshall Islands
Martinique International Corp.	British Virgin Islands
Harbour Business International Corp.	British Virgin Islands
Sea Genius Shipping Co.	Republic of the Marshall Islands
Seanergy Shipmanagement Corp.	Republic of the Marshall Islands
Pembroke Chartering Services Limited	Malta
Leader Shipping Co.	Republic of the Marshall Islands
Squire Ocean Navigation Co.	Republic of Liberia
Premier Marine Co.	Republic of the Marshall Islands
Gladiator Shipping Co.	Republic of the Marshall Islands
Maritime Capital Shipping Limited	Bermuda
Emperor Holding Ltd.	Republic of the Marshall Islands
Lord Ocean Navigation Co.	Republic of Liberia
Knight Ocean Navigation Co.	Republic of Liberia
Partner Shipping Co. Limited	Malta
Champion Marine Co.	Republic of the Marshall Islands
Fellow Shipping Co.	Republic of the Marshall Islands
Good Ocean Navigation Co.	Republic of Liberia
Traders Shipping Co.	Republic of the Marshall Islands
Patriot Shipping Co.	Republic of the Marshall Islands
Hellas Ocean Navigation Co.	Republic of Liberia
Flag Marine Co.	Republic of the Marshall Islands
World Shipping Co.	Republic of the Marshall Islands
Friend Ocean Navigation Co.	Republic of Liberia
Duke Shipping Co.	Republic of the Marshall Islands
Partner Marine Co.	Republic of the Marshall Islands
Honor Shipping Co.	Republic of the Marshall Islands
Paros Ocean Navigation Co.	Republic of Liberia

Exhibit 12.1

CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER

I, Stamatios Tsantanis, certify that:

1. I have reviewed this annual report on Form 20-F of Seanergy Maritime Holdings Corp. (the “Company”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Company as of, and for, the periods presented in this report;

4. The Company's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Company and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the Company's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the Company's internal control over financial reporting that occurred during the period covered by the annual report that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting; and

5. The Company's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Company's auditors and the audit committee of the Company's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Company's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

Date: March 31, 2023

/s/ Stamatios Tsantanis

Stamatios Tsantanis

Chairman, Chief Executive Officer, and Director (Principal Executive Officer)

Exhibit 12.2

CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER

I, Stavros Gyftakis, certify that:

1. I have reviewed this annual report on Form 20-F of Seanergy Maritime Holdings Corp. (the “Company”);

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal control over financial reporting.

Date: March 31, 2023

/s/ Stavros Gyftakis

Stavros Gyftakis

Chief Financial Officer (Principal Financial Officer)

Exhibit 13.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with this Annual Report of Seanergy Maritime Holdings Corp. (the "Company") on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission (the "SEC") on or about the date hereof (the "Report"), I, Stamatios Tsantanis, Chairman, Chief Executive Officer, and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Date: March 31, 2023

/s/ Stamatios Tsantanis

Stamatios Tsantanis

Chairman, Chief Executive Officer, and Director (Principal Executive Officer)

Exhibit 13.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

PURSUANT TO 18 U.S.C. SECTION 1350

In connection with this Annual Report of Seanergy Maritime Holdings Corp. (the "Company") on Form 20-F for the year ended December 31, 2022 as filed with the Securities and Exchange Commission (the "SEC") on or about the date hereof (the "Report"), I, Stavros Gyftakis, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff upon request.

Date: March 31, 2023

/s/ Stavros Gyftakis

Stavros Gyftakis

Chief Financial Officer (Principal Financial Officer)

Exhibit 15.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in Registration Statement Nos. 333-166697, 333-169813, 333-237500, 333-238136, 333-253332 and 333-257693 on Form F-3 of our reports dated March 31, 2023, relating to the consolidated financial statements of Seanergy Maritime Holdings Corp. and the effectiveness of Seanergy Maritime Holdings Corp. internal control over financial reporting appearing in this Annual Report on Form 20-F for the year ended December 31, 2022.

/s/ Deloitte Certified Public Accountants S.A.

Athens, Greece

March 31, 2023

Exhibit 15.2

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the following Registration Statements:

(1)	Registration Statement (Form F-3 No. 333-166697) of Seanergy Maritime Holdings Corp.,
(2)	Registration Statement (Form F-3 No. 333-169813) of Seanergy Maritime Holdings Corp.,
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(3)	Registration Statement (Form F-3 No. 333-237500) of Seanergy Maritime Holdings Corp.,
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(4)	Registration Statement (Form F-3 No. 333-238136) of Seanergy Maritime Holdings Corp.,
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(5)	Registration Statement (Form F-3 No. 333-253332) of Seanergy Maritime Holdings Corp., and
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(6)	Registration Statement (Form F-3 No. 333-257693) of Seanergy Maritime Holdings Corp.;
---	---

of our report dated March 31, 2022 (except for the retroactive effect of the reverse stock split effected on February 16, 2023, described in Note 1 to the consolidated financial statements, as to which the date is March 31, 2023), with respect to the consolidated financial statements of Seanergy Maritime Holdings Corp. included in this Annual Report (Form 20-F) for the year ended December 31, 2022.

/s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A.

Athens, Greece

March 31, 2023

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We are exposed to U.S. dollar and foreign currency fluctuations and devaluations that could harm our reported revenue and results of operations.

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Seanergy Shipmanagement Corp., or Seanergy Shipmanagement, our wholly owned ship management subsidiary, provides certain technical management services to the majority of the

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There can be no assurance that we will remain in compliance with Nasdaq’s listing qualification rules, or that our common shares will not be delisted, which could have an

As a Marshall Islands corporation with principal executive offices in Greece, and also having subsidiaries in the Republic of the Marshall

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On September 30, 2021, we sold the Leadership to an unaffiliated third party for a gross sale price of $12.6 million.

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Capesize. Capesize vessels have a carrying capacity of exceeding 100,000 dwt. Only the largest ports around the world possess the

Panamax. Panamax vessels have a carrying capacity of between 60,000 and 100,000 dwt. These vessels are designed to meet the physical

Handymax/Supramax. Handymax vessels have a carrying capacity of between 30,000 and 60,000 dwt. These vessels operate on a large number

Handysize. Handysize vessels have a carrying capacity of up to 30,000 dwt. These vessels almost exclusively carry minor bulk cargo.

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The 2010 Deepwater Horizon oil spill in the Gulf of Mexico resulted in additional regulatory initiatives or statutes, including higher

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Fees from Related Parties – The fiscal year 2022 amount relates to $0.6 million of fees regarding the commercial and technical

Voyage Expenses – The decrease was primarily attributable to the fact (i) that all of the company’s vessels were chartered under time

Management Fees - The decrease was attributable to the increase in the number of vessels under in-house management by Seanergy

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General and Administration Expenses – The increase is mainly attributable to an increase in staff costs, as the total number of support

Loss on forward freight agreements – The loss in the year ended December 31, 2022, is attributable to the net realized losses of our

Interest and Finance Costs – This decrease is primarily attributable to a decrease of certain debt discounts amortization costs of our

Loss on extinguishment of debt – The loss in the year ended December 31, 2022, is attributable to the write-off of unamortized deferred

Gain on spin-off of United Maritime Corporation – The gain in the year ended December 31, 2022, represents the difference between

Other, net – Other, net for the year ended December 31, 2022, related to $0.5 million dividends received in relation to Series C

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Operating Activities: Net cash provided by operating activities in 2022 consisted of net income after non-cash items of $54.1 million

Financing Activities: The 2022 cash inflow resulted mainly from $124.8 million from proceeds of secured long-term debt. The 2022 cash

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October 2022 Danish Ship Finance Loan Facility

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Pre - Existing Loan Facilities