EIRINI SHIPPING LTD - and - SINOPAC CAPITAL INTERNATIONAL (HK) LIMITED LOAN AGREEMENT in respect of a loan of up to USD5,000,000

Exhibit 4.28

Clause			Page
1	Purpose, definitions and construction		3
2	The Commitment and cancellation		16
3	Interest and Interest Periods		17
4	Repayment and prepayment		19
5	Fees and expenses		21
6	Payments and taxes; accounts and calculations		22
7	Representations and warranties		25
8	Undertakings		30
9	Conditions		41
10	Events of Default		42
11	Indemnities		46
12	Unlawfulness and increased costs		47
13	Application of moneys, set off, pro-rata payments and miscellaneous		48
14	Assignment, transfer and lending office		52
15	Notices and other matters		54
16	Governing law		55
17	Jurisdiction		55
Schedule 1 Form of Drawdown Notice			58
Schedule 2 Conditions precedent and subsequent			59
Execution Page			66

(1)	EIRINI SHIPPING LTD as Borrower; and

(2)	SINOPAC CAPITAL INTERNATIONAL (HK) LIMITED as Lender.

1	PURPOSE, DEFINITIONS AND CONSTRUCTION

1.1

Purpose

1.2	Definitions

(a)

any repayment or prepayment of the Loan or any part thereof otherwise than (i) in accordance with clause 4.1, or (ii) on an Interest Payment Date whether on a voluntary or involuntary basis or otherwise howsoever; or

(b)

the Borrower failing or being incapable of drawing the Loan after the Drawdown Notice has been given;

(i)

sections 1471 to 1474 of the US Internal Revenue Code of 1986 (the “Code”) or any associated regulations or other official guidance;

(ii)

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) facilitates the implementation of paragraph (a) above; or

(iii)

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;

(i)

in relation to a “withholdable payment” described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certain other payments from sources within the US), 1 July 2014; or

(ii)

in relation to a “passthru payment” described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date from which such payment may become subject to a deduction or withholding required by FATCA;

(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 December 1993 and incorporated on 19 May 1994 into Chapter IX of the International Convention for 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 December 1995,

(a)

the applicable Screen Rate; or

(b)

(if no such Screen Rate is available) the arithmetic mean of the rates quoted to the Lender in the London Interbank Market,

(a)

the business, operations, property, condition (financial or otherwise) or prospects of the Group taken as a whole; or

(b)

the ability of the Borrower or the Guarantor to perform its obligations under the relevant Security Documents; or

(c)

the validity or enforceability of, or the effectiveness or ranking of, any Encumbrance granted or purporting to be granted pursuant to any of the Security Documents, or the rights or remedies of the Lender under any of the Security Documents;

(i)

listed on, or directly or indirectly owned or controlled (as such terms are defined by the relevant Sanctions Authority) by a person listed on, any Sanctions List;

(ii)

located in, incorporated under the laws of, or owned or controlled by, or acting on behalf of, a person located in or organised under the laws of, a country or territory that is the target of country or territory-wide Sanctions (“Sanctions Restricted Jurisdiction”); or

(iii)

otherwise a target of Sanctions;

(i)

the United States government;

(ii)

the United Nations;

(iii)

the European Union or any of its Member States;

(iv)

the United Kingdom;

(v)

any country to which any Security Party or any other member of the Group or any affiliate of any of them is bound; or

(vi)

the respective governmental institutions and agencies of any of the foregoing, including without limitation, the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”), the United States Department of State, and Her Majesty’s Treasury (“HMT”) (together “Sanctions Authorities” and each, “Sanctions Authority”);

(i)

the actual, constructive, compromised or arranged total loss of the Vessel; or

(ii)

Compulsory Acquisition; or

(iii)

any hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of the Vessel not falling within the definition of Compulsory Acquisition, unless the Vessel be released and restored to the Borrower within sixty (60) days after such incident;

1.3	Construction

1.3.1

clause headings and the index are inserted for convenience of reference only and shall be ignored in the construction of this Agreement;

1.3.2

references to clauses and schedules are to be construed as references to clauses of, and schedules to, this Agreement and references to this Agreement include its schedules and any supplemental agreements executed pursuant hereto;

1.3.3

references to (or to any specified provision of) this Agreement or any other document shall be construed as references to this Agreement, that provision or that document as in force for the time being and as duly amended and/or supplemented and/or novated;

1.3.4

references to a “regulation” include any present or future regulation, rule, directive, requirement, request or guideline (whether or not having the force of law) of any Government Entity, central bank or any self-regulatory or other supra-national authority;

1.3.5

references to any person in or party to this Agreement shall include reference to such person’s lawful successors and assigns and references to the Lender shall also include a Transferee Lender;

1.3.6

words importing the plural shall include the singular and vice versa;

1.3.7

references to a person shall be construed as references to an individual, firm, company, corporation or unincorporated body of persons or any Government Entity;

1.3.8

references to a “guarantee” include references to an indemnity or any other kind of assurance whatsoever (including, without limitation, any kind of negotiable instrument, ▇▇▇▇ or note) against financial loss or other liability including, without limitation, an obligation to purchase assets or services as a consequence of a default by any other person to pay any Indebtedness and “guaranteed” shall be construed accordingly;

1.3.9

references to any statute or other legislative provision are to be construed as references to any such statute or other legislative provision as the same may be re enacted or modified or substituted by any subsequent statute or legislative provision (whether before or after the date hereof) and shall include any regulations, orders, instruments or other subordinate legislation issued or made under such statute or legislative provision;

1.3.10

a certificate by the Lender as to any amount due or calculation made or any matter whatsoever determined in connection with this Agreement shall be conclusive and binding on the Borrower except for manifest error;

1.3.11

if any document, term or other matter or thing is required to be approved, agreed or consented to by the Lender such approval, agreement or consent must be obtained in writing unless the contrary is stated;

1.3.12

time shall be of the essence in respect of all obligations whatsoever of the Borrower under this Agreement, howsoever and whensoever arising;

1.3.13

a Default or an Event of Default is “continuing” if it has not been remedied or waived;

1.3.14

and the words “other” and “otherwise” shall not be construed eiusdem generis with any foregoing words where a wider construction is possible.

1.4	References to currencies

1.5	Contracts (Rights of Third Parties Act) 1999

2	THE COMMITMENT AND CANCELLATION

2.1	Agreement to lend

2.2

Drawdown

2.2.1

Subject to the terms and conditions of this Agreement, the Loan shall be made available to the Borrower following receipt by the Lender from the Borrower of a Drawdown Notice not later than 10:00 a.m. (Taipei Time) on the third Banking Day before the date, which shall be a Banking Day falling within the Drawdown Period, on which the Borrower proposes the Loan is made available.

2.2.2

The Drawdown Notice shall be effective on actual receipt by the Lender and, once given, shall, subject as provided in clause 3.4, be irrevocable.

2.3	Limitation and application of the Loan

2.3.1

The amount of the proposed Loan in respect of the Loan Facility must not exceed the Total Commitments.

2.3.2

Only one (1) Drawdown may be requested for the Loan.

2.3.3

The principal amount specified in the Drawdown Notice for borrowing on the Drawdown Date shall, subject to the terms of this Agreement, not exceed the lesser of (i) five million Dollars (USD5,000,000) and (ii) 65% of the Market Value of the Vessel (to be determined immediately prior to the Drawdown Date), to be applied in or towards refinancing the Vessel and providing working capital to the Borrower.

2.3.4

The Loan shall be paid forthwith upon drawdown to such account as the Borrower shall stipulate in the Drawdown Notice.

2.4	Availability

2.4.1

The Borrower acknowledges that payment of the Loan referred to in clause 2.3.4 to the account or accounts specified in the Drawdown Notice shall

2.5	Cancellation in changed circumstances

2.5.1

The Borrower may at any time during the Facility Period by notice to the Lender (effective only on actual receipt) cancel with effect from a date not less than ten (10) Banking Days after receipt by the Lender of such notice, all or part of the undrawn Total Commitment.

2.6	Use of proceeds

2.6.1

Without prejudice to the Borrower’s obligations under clause 8.1.4, the Lender shall not have any responsibility for the application of the proceeds of the Loan or any part thereof by the Borrower.

2.6.2

The Borrower shall not, and shall procure that each Security Party and each other Group Member and any Subsidiary of any of them shall not, permit or authorise any other person to, directly or indirectly, use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of the Loan or other transactions contemplated by this Agreement to fund or facilitate trade, business or other activities: (i) involving or for the benefit of any Restricted Person; or (ii) in any other manner that could result in the Borrower or any other Security Party being in breach of any Sanctions or becoming a Restricted Person.

3	INTEREST AND INTEREST PERIODS

3.1	Normal interest rate

3.2	Interest Periods

3.2.1

The period during which the Loan is outstanding under this Agreement shall, subject to clause 3.2.2 and clause 3.2.4, be divided into consecutive Interest Periods of 3 Month’s duration unless provided otherwise in this Agreement or such other duration as may be agreed by the Lender and the Borrower.

3.2.2

The first Interest Period shall start on the Drawdown Date and end on the date falling 3 Months after the Drawdown Date.

3.2.3

Each subsequent Interest Period shall start on the last day of the preceding Interest Period and end on the date falling 3 Months therefrom.

3.2.4

No Interest Period of the Loan shall extend beyond the Final Repayment Date.

3.3	Default interest

3.4	Market disruption; non-availability

3.4.1

If at any time prior to the commencement of any Interest Period:

(a)

the Lender for any reason is unable to obtain Dollars in the London Interbank Market in order to fund the Loan (or any part of it) during that Interest Period; or

(b)

the Lender considers that LIBOR would not accurately reflect the cost to it of funding the Loan (or any part of them) during that Interest Period,

3.4.2

Within ten (10) Banking Days of any Determination Notice being given by the Lender under clause 3.4.1, the Lender must certify an alternative basis in place of LIBOR (the “Alternative Basis”) for maintaining the Loan. The Alternative Basis may at the Lender’s sole discretion include (without limitation) alternative interest periods, alternative currencies or alternative rates of interest but shall include the relevant Margin above the cost of funds to the Lender.

4	REPAYMENT AND PREPAYMENT

4.1

Repayment

4.1.1

Subject to any obligation to pay earlier under this Agreement, the Borrower must repay the Loan by:

(a)

twenty (20) equal quarterly instalments of USD210,000 each; and

(b)

an instalment (the “Balloon Instalment”) of USD800,000,

4.1.2

If less than the full amount of the Loan Facility is drawn down, then each of the said repayment instalments and the Balloon Instalment shall be reduced pro rata by the amount of, in aggregate, such undrawn amount.

4.1.3

The Borrower shall on the Maturity Date also pay to the Lender all other amounts in respect of interest or otherwise then due and payable under this Agreement and the Security Documents.

4.2	Voluntary prepayment

4.3	Mandatory Prepayment on Total Loss

4.3.1

Interpretation

(a)

in the case of an actual total loss of the Vessel, on the actual date and at the time the Vessel was lost or, if such date is not known, on the date on which the Vessel was last reported;

(b)

in the case of a constructive total loss of the Vessel, upon the date and at the time notice of abandonment of the Vessel is given to the then insurers of the Vessel (provided a claim for total loss is admitted by such insurers) or, if such insurers do not immediately admit such a claim, at the date and at the time at which either a total loss is subsequently admitted by such insurers or a total loss is subsequently adjudged by a competent court of law or arbitration tribunal to have occurred;

(c)

in the case of a compromised or arranged total loss of the Vessel, on the date upon which a binding agreement as to such compromised or arranged total loss has been entered into by the then insurers of the Vessel;

(d)

in the case of Compulsory Acquisition, on the date upon which the relevant requisition of title or other compulsory acquisition occurs; and

(e)

in the case of hijacking, theft, condemnation, capture, seizure, arrest, detention or confiscation of the Vessel (other than within the definition of Compulsory Acquisition) by any Government Entity, or by persons allegedly acting or purporting to act on behalf of any Government Entity, which deprives the Borrower of the use of the Vessel for more than sixty (60) days, upon the expiry of the period of sixty (60) days after the date upon which the relevant incident occurred.

4.4	Mandatory prepayment on sale of the Vessel

4.5	Illegality

4.5.1

If, in any applicable jurisdiction, it becomes unlawful for the Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its funding 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 Borrower upon becoming aware of that event;

(b)

upon the Lender notifying the Borrower, the Available Facility will be immediately cancelled; and

4.6	Amounts payable on prepayment

4.6.1

Any prepayment of all or part of the Loan under this Agreement shall be made together with:

(a)

accrued interest on the amount to be prepaid to the date of such prepayment;

(b)

any additional amount payable under clauses 3.4, 6.6 or 12.2; and

(c)

all other sums payable by the Borrower to the Lender under this Agreement or any of the other Security Documents including, without limitation any Break Costs.

4.7	Notice of prepayment; reduction of Repayment Instalments

4.7.1

Every notice of prepayment shall be effective only on actual receipt by the Lender, shall be irrevocable, shall specify the amount to be prepaid and shall

4.7.2

Any amount prepaid pursuant to clause 4.2 shall satisfy the obligations specified in clause 4.1.1 in inverse order of maturity.

4.7.3

The Borrower may not prepay the Loan or any part thereof except as expressly provided in this Agreement.

4.7.4

No amount repaid or prepaid may be re-borrowed.

4.7.5

Save and except for the occurrence of mandatory prepayment, the Borrower shall pay a fee in an amount equal to 1% of the amount prepaid or cancelled under this clause 4 within the first two (2) years from the Drawdown Date, which fee shall be paid on the date of the relevant prepayment or cancellation date.

5	FEES AND EXPENSES

5.1	Arrangement fee

5.2

Expenses

5.2.1

in connection with the negotiation, preparation, execution and, where relevant, registration of the Security Documents and of any contemplated or actual amendment, or indulgence or the granting of any waiver or consent howsoever in connection with, any of the Security Documents (including legal fees) (but excluding any such expense incurred in connection with the transfer, assignment or sub-participation of any of the rights and/or obligations of the Lender under the Security Documents);

5.2.2

in contemplation or furtherance of, or otherwise howsoever in connection with, the exercise or enforcement of, or preservation of any rights, powers, remedies or discretions under any of the Security Documents, or in consideration of the Lender’s rights thereunder or any action proposed or taken following the occurrence of an Event of Default which is continuing or otherwise in respect of the moneys owing under any of the Security Documents; and

5.2.3

in connection with obtaining a written report from a maritime insurance consultant or broker acceptable to the Lender in relation to the Insurances of the Vessel (which the Lender may obtain not more than once a year,),

5.3	Value added tax

5.4	Stamp and other duties

6	PAYMENTS AND TAXES; ACCOUNTS AND CALCULATIONS

6.1	No set-off or counterclaim

6.2	Payment by the Lender

6.3	Non-Banking Days

6.4	Calculations

6.5	Currency of account

6.6	Grossing-up for Taxes - by the Borrower

6.7	Claw back of Tax benefit

6.8	Loan account

6.9	Partial payments

6.9.1

first, in or towards payment, in such order as the Lender may decide, of any unpaid costs and expenses of the Lender under any of the Security Documents;

6.9.2

secondly, in or towards payment of any fees payable to the Lender under, or in relation to, the Security Documents which remain unpaid;

6.9.3

thirdly, in or towards payment to the Lender of any accrued default interest owing pursuant to clause 3.3 but remains unpaid;

6.9.4

fourthly, in or towards payment to the Lender of any accrued interest owing in respect of the Loan which shall have become due under any of the Security Documents but remains unpaid;

6.9.5

fifthly, in or towards payment to the Lender of any due but unpaid Repayment Instalments; and

6.9.6

sixthly, in or towards payment to the Lender, on a pro rata basis, for any loss suffered by reason of any such payment in respect of principal not being effected on an Interest Payment Date relating to the part of the Loan repaid and which amounts are so payable under this Agreement and any other sum relating to the Loan which shall have become due under any of the Security Documents but remains unpaid.

7	REPRESENTATIONS AND WARRANTIES

7.1	Continuing representations and warranties

7.1.1

Due incorporation

7.1.2

Corporate power

7.1.3

Binding obligations

7.1.4

No conflict with other obligations

7.1.5

No default

7.1.6

No litigation or judgments

7.1.7

No filings required

7.1.8

Required Authorisations and legal compliance

7.1.9

Choice of law

7.1.10

No immunity

7.1.11

Financial statements correct and complete

7.1.12

Pari passu

7.1.13

Information

7.1.14

No withholding Taxes

7.1.15

No Default under Underlying Documents

7.1.16

Use of proceeds

7.1.17

Copies true and complete

7.1.18

Ownership of Borrower

7.1.19

No Indebtedness

7.1.20

Tax returns

7.1.21

Freedom from Encumbrances

7.1.22

Environmental Matters

(a)

the Borrower, the Manager and the other Group Members have complied with the provisions of all Environmental Laws;

(b)

the Borrower, the Manager and the other Group Members have obtained all Environmental Approvals and are in compliance with all such Environmental Approvals;

(c)

no Environmental Claim has been made or threatened or pending against any of the Borrower, the Manager, or any other Group Member; and

(d)

there has been no Environmental Incident;

7.1.23

ISM and ISPS Code

7.1.24

Accounting reference date

7.1.25

Office

7.1.26

Restricted Persons, unlawful activity

(a)

none of the shares in the Borrower, in (to the best of its knowledge) the Corporate Guarantor, or in any other Security Party or the Vessel are or will be at any time during the Facility Period legally or beneficially owned or controlled by a Restricted Person;

(b)

no Restricted Person has or will have at any time during the Facility Period any legal or beneficial interest of any nature whatsoever in any of the shares of the Borrower, (to the best of its knowledge) the Corporate Guarantor, or any other Security Party or the Vessel;

7.1.27

Sanctions

7.1.28

FATCA

7.1.29

Republic of the ▇▇▇▇▇▇▇▇ Islands Economic Substance Regulation 2018

7.2	Repetition of representations and warranties

8	UNDERTAKINGS

8.1

General

8.1.1

Notice of Event of Default and Proceedings

8.1.2

Authorisation

8.1.3

Corporate Existence

8.1.4

Use of proceeds

8.1.5

Pari passu

8.1.6

Financial statements

(a)

supply to the Lender as soon as become available, but in any event within 180 days after the end of each of its financial years:

(i)

the unaudited Annual Financial Statements of the Borrower for that financial year; and

(ii)

the audited consolidated Annual Financial Statements of the Corporate Guarantor for that financial year.

(b)

supply to the Lender as soon as become available, but in any event within 90 days after the end of each financial half year (i) in the case of the Borrower, the Semi-Annual Financial Statements; and (ii) in the case of the Corporate Guarantor, the unaudited consolidated Semi-Annual Financial Statements, for that financial half year.

(c)

procure that each set of Annual Financial Statements and Semi-Annual Financial Statements includes a balance sheet, a profit and loss account and a cashflow statement and that, in addition each set of Annual Financial Statements of the Corporate Guarantor shall be audited.

(d)

procure that each set of financial statements delivered pursuant to this clause 8.1.6 shall:

(i)

give a true and fair view of (in the case of Annual Financial Statements for any financial year), or fairly present (in other cases), the financial condition and operations of the relevant Security Party as at the date as at which those financial statements were drawn up; and

(ii)

in the case of Annual Financial Statements of the Corporate Guarantor, not be the subject of any adverse auditor’s qualification having a Material Adverse Effect in its ability to perform its obligations under the relevant Security Documents.

(e)

supply to the Lender the bank account statement of the Borrower each month evidencing that the charterhire of each charter of the Vessel is remitted to the account designated by the Lender.

8.1.7

Reimbursement of MII Policy premiums

8.1.8

Provision of further information

8.1.9

Obligations under Security Documents, etc.

8.1.10

Compliance with ISM Code

8.1.11

Withdrawal of DOC and SMC

8.1.12

Issuance of DOC and SMC

8.1.13

ISPS Code Compliance

(a)

maintain at all times a valid and current ISSC in respect of the Vessel;

(b)

immediately notify the Lender in writing of any actual or threatened withdrawal, suspension, cancellation or material modification of the ISSC in respect of the Vessel; and

(c)

procure that the Vessel will comply at all times with the ISPS Code;

8.1.14

Compliance with Laws and payment of taxes

(a)

comply with all relevant Environmental Laws, laws, statutes and regulations applicable to it and pay all taxes for which it is liable as they fall due; and

(b)

comply in all respects with, and will procure that each Security Party and each other Group Member will comply in all respects with, all Sanctions;

8.1.15

Inspection

8.1.16

The Vessel

(i)

in the absolute sole, legal and beneficial ownership of the Borrower and not held on trust for any third party;

(ii)

registered through the offices of the Registry as a ship under the laws and flag of the Flag State;

(iii)

in compliance with the ISM Code and the ISPS Code and operationally seaworthy and in every way fit for service;

(iv)

classed with the Classification free of all overdue requirements and recommendations of the Classification Society affecting the Classification;

(v)

insured in accordance with the Ship Security Documents; and

(vi)

managed by the Manager in accordance with the terms of the Management Agreement, which shall be acceptable to the Lender.

8.1.17

Charters

8.1.18

Chartering

(a)

on demise charter for any period; or

(b)

by any time or consecutive voyage charter for a term which exceeds or which by virtue of any optional extensions therein contained might exceed twelve (12) months' duration; or

(c)

on terms whereby more than two (2) months' hire (or the equivalent) is payable in advance;

8.1.19

Sanctions

(a)

(to the best of its knowledge only in respect of an agent) not be, and shall procure that any Security Party and other Group Member, or any director, officer, agent, employee or person acting on behalf of the foregoing is not, a Restricted Person and does not act directly or indirectly on behalf of a Restricted Person;

(b)

and shall procure that each Security Party and each other Group Member shall, not use any revenue or benefit derived from any activity or dealing with a Restricted Person in discharging any obligation due or owing to the Lender;

(c)

procure that no proceeds from any activity or dealing with a Restricted Person are credited to any bank account held with the Lender in its name or in the name of any other member of the Group;

(d)

take, and shall procure that each Security Party and each other Group Member has taken, reasonable measures to ensure compliance with Sanctions;

(e)

and shall procure that each Security Party and each other Group Member shall, to the extent permitted by law promptly upon becoming aware of them, supply to the Lender details of any claim, action, suit, proceedings or investigation against it with respect to Sanctions by any Sanctions Authority; and

(f)

not accept, obtain or receive any goods or services from any Restricted Person, except (without limiting clause 8.1.19(b)), to the extent relating to any warranties and/or guarantees given and/or liabilities incurred in respect of an activity or dealing with a Restricted Person by the Borrower, any other Security Party or any other Group Member in accordance with this Agreement;

8.1.20

Ownership

8.1.21

Shipping activities

8.1.22

FATCA Information

(a)

subject to paragraph (c) below each party to any Security Document shall, within 10 Banking Days of a reasonable request by the other party to that Security Documents:

(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;

(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, regulation, or exchange of information regime;

(b)

if a party to any Security Document confirms to another party pursuant to paragraph (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 the other party reasonably promptly;

(c)

paragraph (a) above shall not oblige the Lender to do anything, and paragraph (a)(iii) above shall not oblige any other party to any Security Document to do anything, which would or might in its reasonable opinion constitute a breach of:

(i)

any law or regulation;

(ii)

any policy of the Lender;

(iii)

any fiduciary duty; or

(iv)

any duty of confidentiality;

(d)

paragraph (a) above shall not oblige the Lender to do anything, and paragraph (a)(iii) above shall not oblige any other party to any Security Document to do anything, which would or might in its reasonable opinion cause it to disclose any confidential information

(e)

if a party to any Security Document fails to confirm whether or not it is a FATCA Exempt Party, or to supply forms, documentation or other information requested in accordance with paragraph (a) (i) or (ii) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such party shall be treated for the purposes of the Security Documents (and payments under them) as if it is not a FATCA Exempt Party until (in each case) such time as that party provides the requested confirmation, forms, documentation or other information;

8.1.23

FATCA Deduction

(a)

A party to any Security 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 to any Security Document shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b)

A party to any Security 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 and, in addition, shall notify the Borrower and the Lender; and

8.1.24

Republic of the ▇▇▇▇▇▇▇▇ Islands Economic Substance Regulation 2018

8.2	Security value maintenance

8.2.1

Valuation of the Vessel

(a)

in Dollars;

(b)

by an Approved Broker appointed by the Lender;

(c)

without physical inspection of the Vessel (unless the Lender may so require); and

(d)

on the basis of a sale for prompt delivery at arm’s length on normal commercial terms as between a willing seller and a willing buyer, without taking into account any existing charter or other contract of employment,

8.2.2

Information

8.2.3

Costs

8.2.4

Minimum required security cover

8.2.5

Provision of additional security; prepayment

(a)

provide, or ensure that a third party provides, cash deposit in the amount equal to the shortfall, or additional security which, in the opinion of the Lender, has a net realisable value at least equal to the shortfall and is documented in such terms as the Lender may approve or require; and/or

(b)

prepay such part (at least) of the Loan under clause 4.2 as will eliminate the shortfall.

8.2.6

Documents and evidence

8.2.7

Release of Security

8.3	Negative undertakings relating to the Borrower

8.3.1

Negative pledge

8.3.2

No merger or transfer

8.3.3

Disposals

8.3.4

Other business or manager

8.3.5

Acquisitions

8.3.6

Other obligations

8.3.7

No borrowing

8.3.8

Repayment of borrowings

8.3.10

Loans

8.3.11

Sureties

8.3.12

Flag, Class etc.

(a)

any change in the name or flag of the Vessel;

(b)

any change of Classification or Classification Society in respect of the Vessel;

(c)

any change of Manager in respect of the Vessel; or

(d)

any change in the ownership (including ultimate beneficial ownership) or control of the Borrower from that existing as at the date hereof and shall procure that there is no change in the ownership (including ultimate beneficial ownership) or control of the Manager (if other than the Corporate Guarantor) from that existing as at the date hereof (and for the avoidance of doubt any change in the ownership of shares of and in the Corporate Guarantor occurring in the normal course of business shall not constitute a breach of this clause);

8.3.13

Underlying Documents

8.3.14

Lay-up

8.3.15

Place of business

8.3.16

Share capital and distribution

8.3.17

Sharing of Earnings

8.3.18

Lawful use

(i)

in any way or in any activity with a Restricted Person or in any Sanctions Restricted Jurisdiction or which is (i) unlawful under international law or the domestic laws of any relevant country or (ii) contrary to any Sanctions;

(ii)

to the best of its knowledge, in carrying illicit or prohibited goods;

(iii)

in a way which may make the Vessel liable to be condemned by a prize court or destroyed, seized or confiscated;

(iv)

in any part of the world where there are hostilities (whether war has been declared or not), unless such employment has been notified to, and approved by, the relevant insurers of the Vessel; or

(v)

to the best of its knowledge, in carrying contraband goods,

8.3.19

FATCA

9	CONDITIONS

9.1	Initial conditions precedent

9.2	Conditions precedent on Drawdown

9.3	Further conditions precedent

(c)

no Default is continuing or would result from the proposed Drawdown;

(d)

all of the representations set out in clause 7 are true; and

9.4	Conditions subsequent

9.5	Waiver of conditions precedent

10	EVENTS OF DEFAULT

10.1

Events

10.1.1

Non-payment: any Security Party fails to pay any sum payable by it under any of the Security Documents to which it is a party at the time, in the currency and in the manner stipulated in the Security Documents (and so that, for this purpose, sums payable (i) under clauses 3.1 and 4.1 shall be treated as having been paid at the stipulated time if (aa) received by the Lender within two (2) Banking Days of the dates therein referred to and (bb) such delay in receipt is caused by administrative or other delays or errors within the banking system and (ii) on demand shall be treated as having been paid at the stipulated time if paid within two (2) Banking Days of demand); or

10.1.2

Breach of Insurance and certain other obligations: the Borrower or, as the context may require, the Manager or any other person fails to obtain and/or maintain the Insurances (as defined in, and in accordance with the requirements of, the Ship Security Documents) for the Vessel 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; or

10.1.3

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 Security Documents to which it is a party (other than those referred to in clauses 10.1.1 and 10.1.2 above) unless such breach or omission, in the opinion of the Lender is capable of remedy, in which case the same shall constitute an Event of Default if it has not been remedied within fifteen (15) Banking Days of the occurrence thereof; or

10.1.4

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 Security Documents to which it is a party or in any notice,

10.1.5

Cross-default: any Indebtedness of the Borrower or any Indebtedness of the Corporate Guarantor exceeding USD1,000,000 is not paid when due (subject to applicable grace periods) or any Indebtedness of the Borrower or any Indebtedness of the Corporate Guarantor exceeding USD1,000,000 becomes (whether by declaration or automatically in accordance with the relevant agreement or instrument constituting the same) due and payable prior to the date when it would otherwise have become due (unless as a result of the exercise by the Borrower or the Corporate Guarantor of a voluntary right of prepayment), or any creditor of the Borrower or the Corporate Guarantor becomes entitled to declare any such Indebtedness due and payable or any facility or commitment available to the Borrower or the Corporate Guarantor relating to Indebtedness is withdrawn, suspended or cancelled by reason of any default (however described) of the person concerned, and such Indebtedness of the Borrower or the Corporate Guarantor (as the case may be) is not paid within fourteen (14) Banking Days from the due date for payment; or

10.1.6

Execution: any uninsured judgment or order made against any Security Party is not stayed, appealed against or complied with within fifteen (15) days or a creditor attaches or takes possession of, or a distress, execution, sequestration or other process is levied or enforced upon or sued out against, any of the undertakings, assets, rights or revenues of any Security Party and is not discharged within twenty (20) days; or

10.1.7

Insolvency: any Security Party is unable or admits inability to pay its debts as they fall due; suspends making payments on any of its debts or announces an intention to do so; becomes insolvent; or has negative net worth (taking into account contingent liabilities); or suffers the declaration of a moratorium in respect of any of its Indebtedness; or

10.1.8

Dissolution: any corporate action, Proceedings or other steps are taken to dissolve or wind-up any Security Party unless the Borrower can demonstrate to the satisfaction of the Lender, by providing an opinion of leading counsel that such corporate action, Proceedings or other steps are frivolous, vexatious or an abuse of the process of the court or an order is made or resolution passed for the dissolution or winding up of any Security Party or a notice is issued convening a meeting for such purpose; or

10.1.9

Administration: any petition is presented, notice given or other steps are taken anywhere to appoint an administrator of any Security Party or an administration order is made in relation to any Security Party; or

10.1.10

Appointment of receivers and managers: any administrative or other receiver is appointed anywhere of any Security Party or any material part of its assets and/or undertaking or any other steps are taken to enforce any Encumbrance over all or any substantial part of the assets of any Security Party; or

10.1.11

Compositions: any corporate action, legal proceedings or other procedures or 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 a substantial part of its Indebtedness or to proposing any kind of composition, compromise or arrangement involving such company and any

10.1.12

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 which, in the reasonable 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 10.1.6 to 10.1.11 (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 liquidation; or

10.1.13

Cessation of business: any Security Party suspends or ceases or threatens to suspend or cease to carry on its business without the prior consent of the Lender; or

10.1.14

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 authority of any Government Entity and the same are not returned to the relevant Security Party within 45 days of such seizure, nationalisation, expropriation or compulsory acquisition; or

10.1.15

Invalidity: any of the Security 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 Security 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

10.1.16

Unlawfulness: any Unlawfulness occurs or 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 Security Documents or for the Lender to exercise the rights or any of them vested in it under any of the Security Documents or otherwise; or

10.1.17

Repudiation: any Security Party repudiates any of the Security Documents or does or causes or permits to be done any act or thing evidencing an intention to repudiate any of the Security Documents; or

10.1.18

Encumbrances enforceable: any Encumbrance (other than Permitted Encumbrances) in respect of any of the property (or part thereof) which is the subject of any of the Security Documents becomes enforceable; or

10.1.19

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 Borrower and the Borrower shall fail to procure the release of the Vessel within a period of fifteen (15) Banking Days thereafter; or

10.1.20

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; or

10.1.21

Unrest: the Flag State of the Vessel becomes involved in hostilities or civil war or there is a seizure of power in the Flag State by unconstitutional means unless the Borrower shall have transferred the Vessel onto a new flag

10.1.22

Environmental Incidents: an Environmental Incident occurs which gives rise, or may give rise, to an Environmental Claim which could, in the opinion of the Lender be expected to have a Material Adverse Effect (i) on the financial condition of any Security Party or the Group taken as a whole or (ii) on the security constituted by any of the Security Documents or the enforceability of that security in accordance with its terms; or

10.1.23

P&I: the Borrower or the Manager 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 protection and indemnity risks (including oil pollution risks) to the effect that any cover (including, without limitation, any cover in respect of liability for Environmental Claims arising in jurisdictions where the Vessel operates or trades) is or may be liable to cancellation, qualification or exclusion at any time; or

10.1.24

Material events: any other event occurs or circumstance arises which, in the reasonable opinion of the Lender, is likely materially and adversely to affect either (i) the ability of any Security Party to perform all or any of its obligations under or otherwise to comply with the terms of any of the Security Documents to which it is a party or (ii) the security created by any of the Security Documents or (iii) the value or nature of the financial condition of any Security Party (other than the Manager); or

10.1.25

Required Authorisations: to the extent it has not been waived, any Required Authorisation is revoked or withheld or modified or is otherwise not granted or fails to remain in full force and effect; or

10.1.26

Money Laundering: any Security Party is in breach of or fails to observe any law, official requirement, other regulatory measure or procedure implemented to combat “money laundering” as defined in Article 1 of the Directive (2015/849/EC) of the Council of the European Communities; or

10.1.27

Management Agreement: a Management Agreement is terminated, revoked, suspended, rescinded, transferred, novated or otherwise ceases to remain in full force and effect for any reason except with the prior consent of the Lender; or

10.1.28

Change of Ownership: there is any change in the immediate and/or ultimate legal and/or beneficial ownership or control of any of the shares of the Borrower or the Shareholder from that existing on the Execution Date (and for the avoidance of doubt any change in the ownership of shares of and in the Corporate Guarantor occurring in the normal course of business shall not constitute a breach of this clause); or

10.1.29

Sanctions: A Security Party fails to comply with clauses 7.1.26, 7.1.27 or 8.1.19 of this Agreement.

10.2	Acceleration

10.2.1

the obligation of the Lender to make its Commitment available shall be terminated, whereupon the Total Commitment shall be reduced to zero forthwith; and/or

10.2.2

the Loan and all interest accrued and all other sums payable whatsoever under the Security Documents have become due and payable, whereupon the same shall, immediately or in accordance with the terms of such notice, become due and payable.

10.3	Demand Basis

11	INDEMNITIES

11.1	General indemnity

11.2	Environmental indemnity

11.3	Capital adequacy and reserve requirements indemnity

12	UNLAWFULNESS AND INCREASED COSTS

12.1	Unlawfulness

(a)

have an adverse effect on its business, operations or financial condition; or

(b)

involve it in any activity which is unlawful or prohibited or any activity that is contrary to, or inconsistent with, any regulation; or

(c)

involve it in any expense (unless indemnified to its satisfaction) or tax disadvantage.

12.2	Increased costs

12.2.1

subject the Lender to Taxes or change the basis of Taxation of the Lender with respect to any payment under any of the Security Documents (other than Taxes or Taxation on the overall net income, profits or gains of the Lender imposed in the jurisdiction in which its principal or lending office under this Agreement is located); and/or

12.2.2

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

12.2.3

reduce the amount payable or the effective return to the Lender under any of the Security Documents; and/or

12.2.4

reduce the Lender's or its holding company's 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 its obligations under any of the Security Documents; and/or

12.2.5

require the Lender or its holding company to make a payment or forgo a return on or calculated by reference to any amount received or receivable by it under any of the Security Documents; and/or

12.2.6

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,

(a)

the Lender shall notify the Borrower in writing of such event promptly upon its becoming aware of the same; and

(b)

the Borrower shall on demand made at any time whether or not the Loan has been repaid, pay to the Lender the amount which the Lender specifies (in a certificate setting forth 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, forgone return or loss.

12.3

Exception

13	APPLICATION OF MONEYS, SET OFF, PRO-RATA PAYMENTS AND MISCELLANEOUS

13.1	Application of moneys

13.1.1

first, in or towards payment, in such order as the Lender may decide, of any unpaid costs and expenses of the Lender and the Lender under any of the Security Documents;

13.1.2

secondly, in or towards payment of any fees payable to the Lender under, or in relation to, the Security Documents which remain unpaid;

13.1.3

thirdly, in or towards payment to the Lender of any accrued default interest owing pursuant to clause 3.3 but remains unpaid;

13.1.4

fourthly, in or towards payment to the Lender of any accrued interest owing in respect of the Loan which shall have become due under any of the Security Documents but remains unpaid;

13.1.5

fifthly, in or towards payment to the Lender of any due but unpaid Repayment Instalments;

13.1.6

sixthly, in or towards payment to the Lender in application in repayment of the Loan in accordance with clause 4.7.2;

13.1.7

seventhly, in or towards payment for any loss suffered by reason of any such payment in respect of principal not being effected on an Interest Payment Date relating to the part of the Loan repaid and which amounts are so payable under this Agreement and any other sum relating to the Loan which shall have become due under any of the Security Documents but remains unpaid; and

13.1.8

eighthly, the surplus (if any) shall be paid to the Borrower or to whomsoever else may then be entitled to receive such surplus.

13.2

Set-off

13.2.1

The Borrower irrevocably authorises the Lender (without prejudice to any of the Lender’s rights at law, in equity or otherwise), following the occurrence of an Event of Default which is continuing and without notice to the Borrower, to apply any credit balance to which the Borrower is then entitled standing upon any account of the Borrower with any branch of the Lender in or towards satisfaction of any sum due and payable from the Borrower to the Lender under any of the Security Documents. For this purpose, the Lender is authorised to purchase with the moneys standing to the credit of such account such other currencies as may be necessary to effect such application.

13.2.2

The Lender shall not be obliged to exercise any right given to it by this clause 13.2. The Lender shall notify the Borrower forthwith upon the exercise or purported exercise of any right of set off giving full details in relation thereto.

13.2.3

Nothing in this clause 13.2 shall be effective to create a charge or other security interest.

13.3	Further assurance

13.4

Conflicts

13.5	No implied waivers, remedies cumulative

13.6	Severability

13.7	Force Majeure

13.8	Amendments

13.9	Replacement of Screen Rate

13.9.1

Any amendment or waiver which relates to:

(a)

providing for the use of a Replacement Benchmark; and

(b)

any or all of the following:

(i)

aligning any provision of any Security Document to the use of that Replacement Benchmark;

(ii)

enabling that Replacement Benchmark to be used for the calculation of interest under this Agreement (including, without limitation, any consequential changes required to enable that Replacement Benchmark to be used for the purposes of this Agreement);

(iii)

implementing market conventions applicable to that Replacement Benchmark;

(iv)

providing for appropriate fallback (and market disruption) provisions for that Replacement Benchmark; or

(v)

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 Benchmark (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 recommendation), may be made with the consent of the Lender and the Security Parties.

13.9.2

In this clause 13.9:

(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,

(b)

in the opinion of the Lender and the Security Parties, generally accepted in the international or any relevant domestic syndicated loan markets as the appropriate successor to that Screen Rate; or

13.10

Counterparts

13.11

English language

14	ASSIGNMENT, TRANSFER AND LENDING OFFICE

14.1	Benefit and burden

14.2	No assignment by Borrower

14.3	Transfer by Lender

14.4	Documenting transfers

14.5	Sub-Participation

14.6	Disclosure of information

(a)

its officers, employees, auditors and professional advisers;

(b)

persons to whom disclosure is required to be made by applicable law or court order or pursuant to the rules or regulations of any supervisory or regulatory body or in connection with any judicial proceedings;

(c)

any person who may conduct any merger and acquisition (or any transaction of such kind) with the Lender;

(d)

any person to bring lawsuits against, or to collect and recover whole or a part of the money payable by, the Borrower or the Corporate Guarantor under and pursuant to any of the Security Documents;

(e)

any person conducting credit appraisal or verification, or any other person permitted by the laws;

(f)

any person who (i) becomes a lender in accordance with this Agreement, (ii) is a prospective assignee, transferee of the Lender; or (iii) is a potential sub-participant of the Lender, and their respective professional advisers (a “Prospective Assignee”) who may propose entering into contractual relations with the Lender in relation to this Agreement such information about the Borrower and/or the other Security Parties as the Lender shall consider appropriate, but only if the Prospective assignee has first undertaken to the Borrower to keep secret and confidential and, not without the prior written consent of the Borrower, disclose to any third party, any of the information, reports or documents to be supplied by the Lender.

14.7	No additional costs

15	NOTICES AND OTHER MATTERS

15.1

Notices

15.1.1

unless otherwise specifically provided herein, every notice under or in connection with this Agreement shall be given in English by letter delivered personally and/or sent by post and/or transmitted by fax and/or electronically;

15.1.2

in this clause “notice” includes any demand, consent, authorisation, approval, instruction, certificate, request, waiver or other communication.

15.2	Addresses for communications, effective date of notices

15.2.1

Subject to clause 15.2.2 and clause 15.2.5 notices to the Borrower shall be deemed to have been given and shall take effect when received in full legible form by the Borrower at the address and/or the fax number appearing below (or at such other address or fax number as the Borrower may hereafter specify for such purpose to the Lender by notice in writing);

	Address:	c/o Eurodry Ltd. 4, Messogiou & ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
	Fax:	▇▇▇ ▇▇▇ ▇▇▇ ▇▇ ▇▇
	Attn:	▇▇▇▇▇▇ ▇▇▇▇▇▇▇/▇▇▇▇▇ ▇▇▇▇▇▇▇▇
	Email:	▇▇▇@▇▇▇▇▇▇▇.▇▇/▇▇▇@▇▇▇▇▇▇▇.▇▇

15.2.2

notwithstanding the provisions of clause 15.2.1 or clause 15.2.5, a notice of Default and/or a notice given pursuant to clause 10.2 or clause 10.3 to the Borrower shall be deemed to have been given and shall take effect when delivered, sent or transmitted by the Lender to the Borrower to the address or fax number referred to in clause 15.2.1;

15.2.3

subject to clause 15.2.5, notices to the Lender shall be deemed to be given, and shall take effect, when received in full legible form by the Lender at the address and/or the fax number appearing below (or at any such other address or fax number as the Lender may hereafter specify for such purpose to the Borrower in writing);

	Address:	c/o SinoPac Leasing Corp. 5/F., ▇▇. ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇. ▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇.▇.▇.
	Fax:	▇▇▇▇-▇-▇▇▇▇▇▇▇▇
	Attn:	▇▇▇▇▇ ▇▇▇
	Email:	▇▇▇▇▇.▇▇.▇▇▇@▇▇▇▇▇▇▇.▇▇▇

15.2.4

subject to clause 15.2.5, notices to the Lender shall be deemed to be given and shall take effect when received in full legible form by the Lender at its address and/or fax number specified in the definition of “Lender” (or at any other address or fax number as the Lender may hereafter specify for such purpose); and

15.2.5

if under clause 15.2.1 or clause 15.2.3 a notice would be deemed to have been given and effective on a day which is not a working day in the place of receipt or is outside the normal business hours in the place of receipt, the notice shall be deemed to have been given and to have taken effect at the opening of business on the next working day in such place.

15.3	Electronic Communication

15.3.1

Any communication to be made by and/or between the Lender and the Security Parties or any of them under or in connection with the Security Documents or any of them may be made by electronic mail or other electronic means, if and provided that all such parties:

(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

(b)

notify each other of any change to their electronic mail address or any other such information supplied by them.

15.3.2

Any electronic communication made by and/or between the Lender and the Security Parties or any of them will be effective only when actually received in readable form.

16	GOVERNING LAW

17	JURISDICTION

17.1	Exclusive Jurisdiction

17.1.1

to settle any disputes or other matters whatsoever arising under or in connection with this Agreement or any non-contractual obligation arising out of or in connection with this Agreement and any disputes or other such matters arising in connection with the negotiation, validity or enforceability of this Agreement or any part thereof, whether the alleged liability shall arise under the laws of England or under the laws of some other country and regardless of whether a particular cause of action may successfully be brought in the English courts; and

17.2	Submission and service of process

17.2.1

irrevocably empowers and appoints Messrs Hill ▇▇▇▇▇▇▇▇▇ Services (London) Ltd at present of The Broadgate Tower, 20 Primrose Street, London EC2A

17.2.2

agrees to maintain such an agent for service of process in England from the date hereof until the end of the Facility Period;

17.2.3

agrees that failure by a process agent to notify the Borrower of service of process will not invalidate the proceedings concerned;

17.2.4

without prejudice to the effectiveness of service of process on its agent under clause 17.2.1 above but as an alternative method, consents to the service of process relating to any such proceedings by mailing or delivering a copy of the process to its address for the time being applying under clause 16.2; and

17.2.5

agrees that if the appointment of any person mentioned in clause 17.2.1 ceases to be effective, the Borrower shall immediately appoint a further person in England to accept service of process on its behalf in England and, failing such appointment within seven (7) days the Lender shall thereupon be entitled and is hereby irrevocably authorised by the Borrower in those circumstances to appoint such person by notice to the Borrower.

17.3	Forum non conveniens and enforcement abroad

17.3.1

waives any right and agrees not to apply to the English court or other court in any jurisdiction whatsoever to stay or strike out any proceedings commenced in England on the ground that England is an inappropriate forum and/or that Proceedings have been or will be started in any other jurisdiction in connection with any dispute or related matter falling within clause 17.1; and

17.3.2

agrees that a judgment or order of an English court in a dispute or other matter falling within clause 17.1 shall be conclusive and binding on the Borrower and may be enforced against it in the courts of any other jurisdiction.

17.4	Right of Lender, but not Borrower, to bring proceedings in any other jurisdiction

17.4.1

Nothing in this clause 17 limits the right of the Lender to bring Proceedings, including third party proceedings, against the Borrower, or to apply for interim remedies, in connection with this Agreement in any other court and/or concurrently in more than one jurisdiction;

17.4.2

the obtaining by the Lender of judgment in one jurisdiction shall not prevent the Lender from bringing or continuing proceedings in any other jurisdiction, whether or not these shall be founded on the same cause of action.

17.5	Enforceability despite invalidity of Agreement

17.6	Effect in relation to claims by and against non-parties

17.6.1

For the purpose of this clause “Foreign Proceedings” shall mean any Proceedings except proceedings brought or pursued in England arising out of or in connection with (i) or in any way related to any of the Security Documents or any assets subject thereto or (ii) any action of any kind whatsoever taken by the Lender pursuant thereto or which would, if brought by the Borrower against the Lender, have been required to be brought in the English courts;

17.6.2

the Borrower shall not bring or pursue any Foreign Proceedings against the Lender and the Borrower shall use its best endeavours to prevent persons not party to this Agreement from bringing or pursuing any Foreign Proceedings against the Lender;

17.6.3

If, for any reason whatsoever, any Security Party and/or any person connected howsoever with any Security Party (including but not limited to any shareholder of the Borrower) brings or pursues against the Lender any Foreign Proceedings, the Borrower shall indemnify the Lender on demand in respect of any and all claims, losses, damages, demands, causes of action, liabilities, costs and expenses (including, but not limited to, legal costs) of whatsoever nature howsoever arising from or in connection with such Foreign Proceedings which the Lender certifies as having been incurred by it;

To:	SinoPac Capital International (HK) Limited Suites 3306, ▇▇/▇., ▇▇▇▇▇ ▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇

Re:	Loan agreement dated                        2021 in respect of a loan of up to USD5,000,000 (the “Loan Agreement”) made between (1) Eirini Shipping Ltd as Borrower and (2) SinoPac Capital International (HK) Limited as Lender

(a)	no Default has occurred and is continuing;

(b)	the representations and warranties contained in clause 7 of the Loan Agreement 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 drawdown 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, regulation, agreement or otherwise howsoever) to be exceeded;

(d)

there has been no material adverse change in our financial position or in the consolidated financial position of the Borrower or the Corporate Guarantor from that described by us to the Lender in the negotiation of the Loan Agreement and/or in any documents or statements already delivered to the Lender in connection therewith;

(e)	there are no Required Authorisations; and

(f)	there has occurred nothing which would have a Material Adverse Effect.

By
	Authorised Signatory
	EIRINI SHIPPING LTD

1.	Security Parties’ documents

1.1	A copy of the Constitutional Documents of each Security Party.

1.2	A copy of a resolution of the board of directors of each Security Party (or any committee of such board empowered to approve and authorise the following matters):

(i)

approving the terms of, and the transactions contemplated by, the Security Documents to which it is a party and resolving that it execute, deliver and perform such Security Documents;

(ii)

authorising a specified person or persons to execute the Security Documents on its behalf; and

(iii)

authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, the Drawdown Notices) to be signed and/or despatched by it under or in connection with the Security Documents.

1.3	If applicable, a copy of a resolution of the board of directors of the relevant company, establishing any committee referred to in paragraph 1.2 above and conferring authority on that committee.

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 all the holders of the issued shares in each Security Party (other than the Corporate Guarantor) approving the terms of, and the transactions contemplated by, the relevant Security Documents to which such Security Party is a party.

1.6	A certificate of each Security Party (signed by a director) confirming that borrowing or guaranteeing or securing, as appropriate, the Commitment would not cause any borrowing, guaranteeing or similar limit binding on such Security Party to be exceeded.

1.7	The original of any power of attorney under which any person is to execute any of the Security Documents on behalf of any Security Party.

1.8

A certificate of an authorised signatory of the relevant Security Party certifying that each copy document relating to it specified in this Part of this Schedule is correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than the date of this Agreement and that any resolutions or power of attorney relating to it have not been revoked or amended.

2.	Legal opinions

2.1	A legal opinion addressed to the Lender as to English law, substantially in the form approved by the Lender prior to signing this Agreement.

2.2	A legal opinion of the legal advisers to the Lender in each jurisdiction (other than England) in which a Security Party is incorporated and/or which is or is to be the Flag State of the Vessel, each substantially in the form approved by the Lender prior to signing this Agreement.

3.	Other documents and evidence

3.1	Evidence that any process agent referred to in clause 18.2 or any equivalent provision of any other Security Document entered into on or before the Drawdown Date has accepted its appointment.

3.2

A copy of any other authorisation or other document, opinion or assurance which the Lender reasonably considers to be necessary or desirable (if it has notified the Borrower accordingly) in connection with the entry into and performance of the transactions contemplated by any Security Document or for the validity and enforceability of any Security Document.

3.3	A copy, certified by a director of the Borrower to be a true and complete copy, of the Original Financial Statements.

3.4	Evidence that the fees, commissions, costs and expenses then due from the Borrower pursuant to clause 5 (Fees and Expenses) have been paid or will be paid by the Drawdown Date.

4.	“Know your customer” information

5.	Security Documents

5.1	The Corporate Guarantee duly executed by the Corporate Guarantor in favour of the Lender.

5.2	The Share Security duly executed by the Shareholder together with all letters, transfers, certificates and other documents required to be delivered under the Share Security.

5.3	A Subordination Deed in respect of the Borrower duly executed by the Borrower and the Shareholder in favour of the Lender.

6.	Value of security Valuations obtained (not more than 3 months before the Drawdown Date) in accordance with clause 8.2.

7.	Capital injection

8.	Related documents

1.	Corporate documents

1.1

A certificate of an authorised signatory of the Borrower certifying that eachcopy document relating to it specified in part 1 of this schedule remains correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than a date approved for this purpose and that any resolutions or power of attorney referred to in part 1 of this schedule in relation to it have not been revoked or amended.

1.2

A certificate of an authorised signatory of each other Security Party which is party to any of the Security Documents required to be executed at or before Drawdown Date certifying that each copy document relating to it specified in part 1 of this schedule remains correct, complete and in full force and effect and has not been amended or superseded as at a date no earlier than a date approved for this purpose and that any resolutions or power of attorney referred to in part I of this schedule in relation to it have not been revoked or amended.

1.3	A certificate of the Borrower (signed by a director) confirming that each condition specified in clause 9.3 is satisfied on the Drawdown Date.

2.

Security

2.1	The Mortgage duly executed by the Borrower.

2.2	The General Assignment duly executed by the Borrower.

2.3	The Charter Assignment duly executed by the Borrower.

2.4	Any Tripartite Deed (if applicable).

2.5	Any Insurance Assignment (if applicable).

2.6	The Manager's Undertaking pursuant to the Security Documents duly executed by the Manager.

2.7	Duly executed notices of assignment and (if available) acknowledgments of those notices as required by any of the above Security Documents.

3.	Registration of Vessel and Mortgage

3.1	Evidence that the Vessel is:

(a)

legally and beneficially owned by the Borrower and registered in the name of the Borrower through the relevant Registry as a ship under the laws and flag of the relevant Flag State;

(b)

operationally seaworthy and in every way fit for service;

(c)

classed with the relevant Classification free of all requirements and outstanding recommendations of the relevant Classification Society affecting class;

(d)

insured in the manner required by the Security Documents; and

(e)

free of any charter commitment which would require approval under the Security Documents.

3.2	Evidence that the Mortgage has been duly registered with the relevant Registry in the relevant Flag State.

3.3	Evidence that there are no Encumbrance of any kind created or permitted byany person on or in relation to the Vessel, other than the Mortgage.

4.

Insurance

4.1	In relation to the Ship's Insurances:

(a)

If required, an opinion from insurance consultant appointed by the Lender;

(b)

evidence that such Insurances have been placed; and

(c)

evidence (including but not limited in the form of an email) from approved brokers, insurers and/or associations that they will issue letters of undertaking in favour of the Lender in an approved form in relation to the Insurances (including but not limited to insurances relating to fire and usual marine risks (including hull and machinery and excess risks), war risks (including acts of terrorism and piracy) and protection and indemnity risks) and will note the interest of the Lender as loss payee.

5.	ISM and ISPS Code

5.1	A copy of each of:

(a)

the document of compliance issued in accordance with the ISM Code to the person who is the operator of the Vessel for the purposes of that code;

(b)

the safety management certificate in respect of the Vessel issued in accordance with the ISM Code;

(c)

the international ship security certificate in respect of the Vessel issued under the ISPS Code; and

(d)

if so requested by the Lender, any other certificates issued under any applicable code required to be observed by the Vessel or in relation to its operation under any applicable law.

6.	Management agreement

7.	Fees and expenses

8.

Taxes

1.	Acknowledgements of notices of assignment

2.	Legal Opinions

3.

Insurance

4.	Fees and expenses

SIGNED by	)
attorney-in-fact for and on behalf of	)
EIRINI SHIPPING LTD	)
pursuant to a Power of Attorney	)		/s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
dated 10 February 2021	)		Attorney-in-fact

EXECUTED
by: ▇▇▇, ▇▇▇▇-▇▇▇▇, Director	)
for and on behalf of	)
SINOPAC CAPITAL INTERNATIONAL	)
(HK) LIMITED	)		/s/ ▇▇▇, ▇▇▇▇-▇▇▇▇
	)		Authorised Signatory
in the presence of:
/s/ ▇▇▇▇▇ ▇▇▇
Name: ▇▇▇▇▇ ▇▇▇
Address: