SEA 241 LEASING CO. LIMITED

Clause		Page
1	Interpretation	1
2	Guarantee	2
3	Liability as Principal and Independent Debtor	3
4	Expenses	3
5	Adjustment of Transactions	3
6	Payments	4
7	Interest	4
8	Subordination	5
9	Enforcement	5
10	Judgments and Currency Indemnity	6
11	Supplemental	6
12	Assignment or Transfer	8
13	Notices	8
14	Invalidity of Leasing Documents	9
15	Incorporation of Bareboat Charter Provisions	9
16	Governing Law and Enforcement	9
Execution
Execution Page		11

(1)	SEANERGY MARITIME HOLDINGS CORP., a corporation incorporated and existing under the laws of the Republic of ▇▇▇▇▇▇▇▇ Islands with its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, ▇▇▇▇▇▇▇▇ Islands MH96960 (the “Guarantor”); and

(2)	SEA 241 LEASING CO. LIMITED, a company incorporated under the laws of Hong Kong with registration number 3030018 whose registered office is at 27/F, Three Exchange Square, ▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ (the “Owner” which expression includes its successors and assigns).

(A)

By a bareboat charter dated on or about the date of this agreement (the “Bareboat Charter”) made between (i) the Owner as owner and (ii) HELLAS OCEAN NAVIGATION CO. as bareboat charterer (the “Bareboat Charterer”), the Owner has agreed to bareboat charter one (1) bulk carrier named m.v. “Hellasship” (the “Vessel”) to the Bareboat Charterer pursuant to the terms and conditions contained therein.

(B)	The Guarantor directly holds one hundred (100) per cent. of the issued and outstanding shares in the Bareboat Charterer.

(C)	The execution and delivery to the Owner of this Guarantee is one of the conditions to the chartering of the Vessel under the Bareboat Charter.

(D)	This Deed is the Guarantee referred to in the Bareboat Charter.

1	INTERPRETATION

1.1	Defined expressions

1.2	Construction of certain terms

1.3	References to “Bareboat Charterer”

1.4	Application of construction and interpretation provisions of Bareboat Charter

2

GUARANTEE

2.1	Guarantee and indemnity

(a)	guarantees the due payment of all amounts payable by the Bareboat Charterer under each Leasing Document to which it is a party;

(b)	guarantees the punctual performance by the Bareboat Charterer of all its obligations under or in connection with any Leasing Document to which it is a party;

(c)

undertakes to pay to the Owner, within three (3) Business Days of the Owner’s demand as if it was the principal obligor, any such amount which is not paid by the Bareboat Charterer when due and payable under or in connection with the Leasing Documents (or any of them) (taking into account any grace period for such payment as may be applicable under the terms of the Leasing Documents); and

(d)

undertakes to fully indemnify, as an independent and primary obligation, the Owner within three (3) Business Days of its demand in respect of all documented claims, expenses, liabilities, costs and losses which are made or brought against or incurred by the Owner as a result of or in connection with any obligation or liability of the Bareboat Charterer under the Leasing Documents and/or any obligation or liability guaranteed by the Guarantor being or becoming unenforceable, invalid, void or illegal; and the amount recoverable under this indemnity shall be equal to the amount which the Owner would otherwise have been entitled to recover under the applicable Leasing Documents.

2.2	No limit on number of demands

2.3	Guarantee of whole amount

3	LIABILITY AS PRINCIPAL AND INDEPENDENT DEBTOR

3.1	Principal and independent debtor

3.2	Waiver of rights and defences

(a)	any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of an Obligor or any other person;

(b)	any amendment or supplement being made to any Leasing Document (however fundamental and whether or not more onerous);

(c)	any arrangement or concession (including a rescheduling or acceptance of partial payments) relating to, or affecting, any Leasing Document;

(d)	any release or loss (even though negligent) of any right or Security Interest created by any Leasing Document;

(e)	any failure (even though negligent) promptly or properly to exercise or enforce any such right or Security Interest, including a failure to realise for its full market value an asset covered by such a Security Interest;

(f)	any Leasing Document being or later becoming void, unenforceable, illegal or invalid or otherwise defective in whole or in part for any reason, including a neglect to register it; or

(g)	any insolvency or similar proceedings.

4

EXPENSES

4.1	Costs of preservation of rights, enforcement etc

4.2	Fees and expenses payable under Leasing Documents

5	ADJUSTMENT OF TRANSACTIONS

6

PAYMENTS

6.1	Method of payments

(a)	in immediately available funds;

(b)	to such account as the Owner may from time to time notify to the Guarantor;

(c)	without any form of set‑off, cross‑claim or condition; and

(d)	free and clear of any tax deduction or withholding for or on account of any tax payable under any law of its Original Jurisdiction except a tax deduction or withholding which the Guarantor is required by such law to make.

6.2	Grossing-up for taxes

6.3	Indemnity and evidence of payment of taxes

(a)

The Guarantor shall fully indemnify the Owner within three (3) Business Days of the Owner’s demand in respect of all documented claims, expenses, liabilities and losses incurred by the Owner by reason of any failure of the Guarantor to make any tax deduction or by reason of any increased payment not being made on the due date for such payment in accordance with Clause 6.2 (Grossing up for taxes).

(b)	Within thirty (30) days after making tax deduction, the Guarantor shall deliver to the Owner any receipts, certificates or other documentary evidence satisfactory to the Owner that the tax had been paid to the appropriate taxation authority.

7

INTEREST

7.1	Accrual of interest

7.2	Calculation of interest

8	SUBORDINATION

8.1

Until the end of the Security Period, all rights which the Guarantor at any time has (whether in respect of this Guarantee or any other transaction) against the Bareboat Charterer or any other Obligor or their respective assets shall be fully subordinated to the rights of the Owner under the Leasing Documents (or any of them), and, in particular, the Guarantor shall not:

(a)	claim, or in a bankruptcy of the Bareboat Charterer or any other Obligor prove for, any amount payable to the Guarantor by the Bareboat Charterer or any other Obligor, whether in respect of this Guarantee or any other transaction;

(b)	take or enforce any Security Interest for any such amount;

(c)	claim to set-off any such amount against any amount payable by the Guarantor to the Bareboat Charterer or any other Obligor; or

(d)	claim any subrogation or other right in respect of any Leasing Document or any sum received or recovered by the Owner under the Leasing Documents.

9	ENFORCEMENT

9.1	No requirement to commence proceedings against any other Obligor

9.2	Conclusive evidence of certain matters

(a)	any final award of an arbitration tribunal in London in connection with the Bareboat Charter or any other Leasing Document; and

(b)	any statement or admission of the other Obligor in connection with the Bareboat Charter or any other Leasing Document,

9.3	Suspense account

10	JUDGMENTS AND CURRENCY INDEMNITY

10.1	Judgments relating to Bareboat Charter and other Leasing Documents

10.2	Currency indemnity

(a)

at the Owner’s request, in the event that there are any restrictions whatsoever preventing the remittance of payments in Dollars to the Owner or otherwise adversely affecting the ability of the Owners to receive payments in or deal in Dollars (including without limitation, any suspension of the SWIFT system in any jurisdiction where the Owner would have received payment or would customarily receive payments);

(b)	making or lodging any claim or proof against the Guarantor, whether in its liquidation, any arrangement involving it or otherwise;

(c)	obtaining an order, judgment or award from any court or other tribunal; or

(d)	enforcing any such order, judgment or award,

11	SUPPLEMENTAL

11.1	Continuing guarantee

11.2	Rights cumulative, non-exclusive

11.3	No impairment of rights under Guarantee

11.4	Severability of provisions

11.5	Guarantee not affected by other Security Interests

11.6	Guarantor bound by Bareboat Charter and incorporation of its terms

(a)	to be bound by all provisions of the Bareboat Charter which are applicable to the Obligors in the same way as if those provisions had been set out (with any necessary modifications) in this Guarantee; and

(b)	that any provision of the Bareboat Charter which, by its terms, applies or relates to the Leasing Documents applies to this Guarantee.

11.7	Third party rights

11.8	Counterparts

11.9	Sovereign immunity

11.10

Reinstatement

11.11

Release

12	ASSIGNMENT OR TRANSFER

12.1	Assignment or transfer by Owner

12.2	Assignment by Guarantor

13

NOTICES

13.1

Notices

13.2	Service of notices

13.3	Validity of demands

(a)	on the date on which the amount to which it relates is payable by the Bareboat Charterer under a Leasing Document; and

(b)	at the same time as the service of the Termination Event notice referred to under clause 47.2 of the Bareboat Charter,

14	INVALIDITY OF LEASING DOCUMENTS

14.1	Invalidity of Bareboat Charter or other Leasing Documents

(a)	the Bareboat Charter or any other Leasing Document now being or later becoming, with immediate or retrospective effect, void, illegal, unenforceable or otherwise invalid for any other reason whatsoever, whether of a similar kind or not; or

(b)

without limiting the scope of paragraph (a), a bankruptcy of the Obligor party thereto, the introduction of any law or any other matter resulting in that Obligor being discharged from liability under the Bareboat Charter or other Leasing Document, or the Bareboat Charter or other Leasing Document ceasing to operate (for example, by interest ceasing to accrue),

15	INCORPORATION OF BAREBOAT CHARTER PROVISIONS

15.1	The following provisions of the Bareboat Charter apply to this Guarantee as if they were expressly incorporated therein with any necessary modifications:

15.2	Clause 15.1 (Incorporation of Bareboat Charter Provisions) is without prejudice to the application to this Guarantee of any provision of the Bareboat Charter which, by its terms, applies or relates to this Guarantee.

16	GOVERNING LAW AND ENFORCEMENT

16.1	This Guarantee and any non-contractual obligations arising under or in connection with it are governed by English law.

16.2

Any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) (a “Dispute”) shall be referred to and finally resolved by 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 16 (Governing Law and Enforcement). 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.

16.3	The seat of the arbitration shall be London, England, even where any hearing takes place outside England.

16.4

The reference shall be to three (3) arbitrators. A party wishing to refer a Dispute to arbitration shall 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 fourteen (14) calendar days of the date that the notice is delivered to the other party and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives 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 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 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.

16.5	Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator.

16.6	Where the reference is to three arbitrators the procedure for making appointments shall be in accordance with the procedure for full arbitration stated above.

16.7	In cases where 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 proceedings are commenced.

16.8	The language of the arbitration shall be English.

GUARANTOR
EXECUTED and DELIVERED as a DEED	)
by SEANERGY MARITIME HOLDINGS CORP.	)
acting by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇	)/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
being an attorney-in-fact	)
in the presence of:	)

Witness’ signature: /s/ ▇▇▇▇▇ Moschopoulou
Witness’ name: ▇▇▇▇▇ Moschopoulou
Witness’ address: ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
	▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇

OWNER
SIGNED, SEALED and DELIVERED as a DEED	)
by Sea 241 Leasing Co. Limited	)
by ▇▇▇▇ ▇▇▇▇	) /s/ ▇▇▇▇ ▇▇▇▇
its attorney-in-fact under power of attorney	)
dated 17 June 2021	)
in the presence of:	)

Witness’ signature: /s/ ▇▇▇▇ ▇▇▇
Witness’ name: ▇▇▇▇ ▇▇▇
Witness’ address: ▇▇▇, ▇▇▇▇▇ Merchants ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇
	▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇

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