DATED 26 October 2015

 

Exhibit 4.7.3

Private and Confidential

 

DATED    26        October 2015

 

 

 

 

PYXIS TANKERS INC.

as Shareholder

 

 

– and –

 

 

DVB BANK SE

as Security Trustee

 

 

 

 

___________________________________

 

PLEDGE OVER SHARES

IN EIGHTHONE CORP.

____________________________________

 

 

 

 

 

 

 

 

 

INCE & CO

PIRAEUS

 

---

 

 

 

 

 

---

 

THIS DEED of PLEDGE is dated   26    October 2015 and made BETWEEN:

WHEREAS:

NOW THIS DEED WITNESSES as follows:

Words and expressions defined in the Facility Agreement shall, unless otherwise defined herein or the context otherwise requires, have the same meanings when used in this Deed.

In this Deed, unless the context otherwise requires;

“Collateral Instruments” means notes, bills of exchange, certificates of deposit and other negotiable and non-negotiable instruments and guarantees, relating to any indebtedness or liabilities of the Corporation or any other person liable and includes any documents or instruments creating or evidencing a mortgage, charge (whether fixed or floating), pledge, lien, hypothecation, assignment, trust arrangement or security interest of any kind;

1

---

 

“Expenses” means the aggregate at any relevant time (to the extent that the same have not been received or recovered by the Security Trustee) of:

“Outstanding Indebtedness” means the aggregate of the Loan and interest accrued and accruing thereon, the Expenses and all other sums of money from time to time owing to the Banks or any of them, whether actually or contingently, under the Security Documents or any of them;

“Pertinent Jurisdiction” means any jurisdiction in which or where the Shareholder is incorporated, resident, domiciled has a permanent establishment or assets, carries on or has a place of business or is otherwise effectively connected;

“Secured Obligations” means all obligations whatsoever of the Corporation under or pursuant to the Facility Agreement, whensoever arising, actual or contingent, and whether of payment, performance or compliance;

“Secured Property” means the Shares and all stock, shares, warrants, securities, rights, moneys or property (including the dividends, interest or income thereon or therefrom) accruing or acquired at any time and from time to time by way of redemption, purchase, bonus, preference, option or otherwise to or in respect of or derived from all or any of the Shares or any derivatives thereof, including the proceeds of any sale of any of the Shares; and

“Shares” means the 500 registered shares without a par value in the capital of the Corporation legally and beneficially owned by the Shareholder representing all of the issued, non- assessable and paid up share capital of the Corporation and shall include any other shares in the capital of the Corporation which may hereafter be beneficially owned by the Shareholder.

The provisions of clauses 1.3 and 1.4 of the Facility Agreement shall apply to this Deed as if references to “this Agreement” were to this Deed and references to “the Borrower” were to the Shareholder and otherwise mutatis mutandis.

No part of this Deed shall be enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Deed.

2

---

 

This Deed shall be read together with the Facility Agreement but, in the case of any conflict between them, the provisions of the Facility Agreement shall prevail.

In consideration of inter alia the Lender agreeing to make the Loan available to the Corporation, the Shareholder, with full title guarantee, hereby pledges, mortgages, charges, assigns, transfers, deposits, sets over and confirms and agrees to pledge, mortgage, charge, assign, transfer, deposit, set over and confirm to the Security Trustee as security for the payment of the Outstanding Indebtedness and as a continuing security for the payment of all moneys and the discharge of all obligations and liabilities hereby covenanted to be paid or otherwise hereby secured by way of a first fixed pledge all of its interest in and to all of the Secured Property.

The Shareholder hereby represents and warrants to the Security Trustee that:

the Shareholder is the holder of the Shares and is the legal and beneficial owner of and has full right and title to, and has hereby pledged, the Secured Property and all the Shares are free from any Encumbrance of any kind (other than the Encumbrance hereby created) and are not, nor shall they be, subject to any option;

the Shares are fully paid or credited as fully paid and non-assessable and no calls have been, or can be, made in respect of the Shares;

the obligations of the Shareholder under this Deed are direct, general and unconditional obligations of the Shareholder;

the Shareholder has not taken or received any security or lien from the Corporation in respect of any liability hereunder or in respect of any other liability of the Corporation to the Shareholder;

neither the Shareholder nor any of its assets is entitled to immunity on the grounds of sovereignty or otherwise from any Proceedings whatsoever.

3

---

 

The representations and warranties in clause 3.1 shall be deemed to be repeated by the Shareholder on and as of each day from the date of this Deed the end of the Facility Period as if made with reference to the facts and circumstances existing on each such day.

The Shareholder hereby covenants with the Security Trustee that during the continuance of this Deed the Shareholder shall at all times deposit with the Security Trustee and permit the Security Trustee during the continuance of this security to hold and retain:

all share certificates and documents of title relating to the Shares together with any other documents of title relating to the Secured Property;

transfers of the Shares, duly completed (undated) in favour of the Security Trustee or its nominees or otherwise as the Security Trustee may direct in the form set out in schedule 2 together with letters of authority in respect of such transfers in the form set out in schedule 3;

an irrevocable proxy in respect of the Shares, executed by the Shareholder in favour of the Security Trustee in the form set out in schedule 4, entitling the Security Trustee to exercise all voting rights in respect of the Shares, subject to clause 5.1;

executed (undated) resignation letters from each Director and Officer of the Corporation in the form set out in schedule 5 together with letters of authority from each Director and Officer of the Corporation in respect of such resignation letters in the form set out in schedule 6; and

all such other documents as the Security Trustee may from time to time require for perfecting its title to the Shares and/or the Secured Property or for vesting or enabling it to vest the same in itself or its nominees or in any purchaser to the intent that the Security Trustee may at any time, after the occurrence of an Event of Default which is continuing, without notice present them for registration.

PROVIDED ALWAYS THAT the Security Trustee shall not be entitled to exercise any of the rights or powers afforded to the Security Trustee under any of the aforesaid supporting documents unless and until an Event of Default has occurred which is continuing and the Security Trustee has become entitled to enforce its rights hereunder pursuant to clause 7.1 hereof.

4

---

 

The Shareholder hereby further covenants with the Security Trustee that during the Facility Period it shall:

warrant and defend the right, title and interest of the Security Trustee in and to the Secured Property against the claims and demands of any other persons;

duly and promptly pay all calls, instalments or any other payments that may from time to time become due in respect of any of the Shares;

Save as permitted under the terms of any Security Documents, not (without the consent of the Security Trustee which shall not be unreasonably withheld or delayed):

duly and promptly notify the Security Trustee of the appointment of any other Director or Directors or Officer or Officers of the Corporation (whether by way of replacement of, or addition to, any of the existing Directors or Officers) and duly and promptly deliver to the Security Trustee the letter or letters of undertaking to resign referred to in clause 4.1 duly signed by such additional Director or Directors or Officer or Officers;

5

---

 

Save with the prior written consent of the Security Trustee or as permitted under the terms of any Security Document, not do or cause or permit to be done anything which may in any way depreciate, jeopardise or otherwise prejudice the value to the Security Trustee of the security created or intended to be created by this Deed;

except as permitted by any other Security Documents, not demand or accept repayment in whole or in part of any Indebtedness now or hereafter due to the Shareholder from the Corporation, or from any other person liable, or demand or accept any security in respect thereof or assign or charge the same as security;

not claim any set-off or counterclaim against the Corporation or any other person liable or claim or prove in competition with the Security Trustee in the bankruptcy or liquidation (or equivalent) of the Corporation or any other person liable or have the benefit of, or share in, any payment from or composition with, the Corporation or any other person liable for any Indebtedness of the Corporation or any other person liable but so that, if so directed by the Security Trustee, it shall prove for the whole or any part of its claim in the liquidation or bankruptcy (or equivalent) of the Corporation on terms that the benefit of such proof and any money received by it in respect thereof shall be held on trust for the Security Trustee and applied in or towards discharge of the liabilities and obligations of the Shareholder to the Security Trustee under this Deed in such manner as the Security Trustee may require;

except as permitted by any other Security Documents, not exercise any rights of subrogation, reimbursement, indemnity or contribution against the Corporation or any other Security Party;

not have the benefit of any share in any payment or composition from the Corporation or any other person or in any other guarantee or security now or hereafter held by the Security Trustee;

not take or receive any Encumbrance from the Corporation in respect of the liability of the Shareholder under this Deed; and

unless otherwise publicly available, promptly send to the Security Trustee a copy of every report or other notice, statement or circular sent or delivered to the Shareholder by the Corporation.

The Shareholder hereby further covenants and agrees with the Security Trustee that:

6

---

 

the Security Trustee and its nominees may (at their discretion) following the occurrence of any Event of Default which is continuing exercise, in the name of the Shareholder or otherwise at any time whether pursuant to the powers conferred upon the Security Trustee under any irrevocable proxy referred to in clause 4.1.3 or otherwise pursuant to this Deed, and whether before or after demand for payment and without any further consent or authority on the part of the Shareholder, in respect of the Shares any voting rights and all powers or rights which may be exercisable by the person in whose name the Shares are registered but such power shall be exercised subject to the provisions of clause 5;

if so requested by the Security Trustee following the occurrence of any Event of Default which is continuing, the Shareholder shall transfer all or any of the Shares to the Security Trustee or to its nominees and the Security Trustee may hold all or any of the Shares in any branch of the Security Trustee or with any correspondents or other agents in any country;

it will file or cause to be filed a copy of this Deed with the Secretary (or other appropriate officer) of the Corporation for the purpose of giving notice of this security to the Corporation and that it will obtain and deliver to the Security Trustee an acknowledgement of such filing; and

forthwith upon the exercise by the Security Trustee of the powers conferred upon the Security Trustee pursuant to this Deed after the occurrence of an Event of Default which is continuing without the need for any further notice from or to the Shareholder, the Corporation shall cease to have any liability towards the Shareholder in respect of any Borrowed Money and any obligation on the Corporation to repay the same shall thereupon be cancelled and the Shareholder may not make any demand, or accept payment of any funds (whether direct or by set-off) in respect of such Borrowed Money.

Unless and until the Security Trustee takes any steps under Clause 7 following the occurrence of any Event of Default which is continuing, the Shareholder shall be entitled to exercise all voting and other rights vested in the holder of the Shares notwithstanding that the share certificates in respect of the Shares are held by the Security Trustee, provided that the Shareholder shall not exercise such rights in a manner which would or might detract from the security created by this Deed or conflict with any provision of any of the Security Documents.

If an Event of Default has occurred and is continuing, the Security Trustee may require that any dividends, interest or other moneys which may be paid or payable in respect of the Secured Property shall be paid to the Security Trustee and shall be applied by the Security Trustee in or towards payment of the Expenses and the balance shall be applied by the Security Trustee in accordance with clause 13.1 of the Facility Agreement.  So long as no Event

7

---

 

of Default has occurred and is continuing and so long as the payment of any dividends, interest or other moneys does not constitute or give rise to an Event of Default, any such dividends shall be paid to the Shareholder.

Where the Security Trustee becomes entitled to receive dividends pursuant to clause 5.2, the Shareholder shall immediately execute and deliver to the Corporation a dividend mandate in the form set out in Schedule 7.

Any dividends, interest or other moneys or property charged pursuant hereto which are received by the Shareholder after the power of sale under clause 7.1 has arisen shall be held in trust for the Security Trustee and shall be paid or delivered to the Security Trustee on demand for application in accordance with clause 5.2.

The Shareholder shall, at its own expense and at any time if and when required by the Security Trustee execute such further legal or other pledges, charges or assignments in favour of the Security Trustee as the Security Trustee shall from time to time reasonably require over all or any of the Secured Property and all rights relating thereto both present and future (including any substituted securities and any vendor’s lien) and any other transfers or documents the Security Trustee may from time to time reasonably require for perfecting its title thereto or, following the occurrence of any Event of Default which is continuing, for vesting, or enabling it to vest, the same in itself or its nominees or in any purchaser, to secure all moneys, obligations and liabilities hereby covenanted to be paid, or otherwise hereby secured, or to facilitate realisation of the Secured Property or the exercise of the powers conferred on the Security Trustee, such further pledges, charges or assignments to be prepared by or on behalf of the Security Trustee at the cost of the Shareholder.

The Shareholder also undertakes at its own expense from time to time to execute, sign, perfect, do and (if required) register every such further assurance, document, act or thing as in the opinion of the Security Trustee may be necessary or desirable for the purpose of more effectively pledging, charging or assigning the Secured Property or perfecting the security constituted, or intended to be constituted, by this Deed.

At any time after the occurrence of an Event of Default which is continuing and following notice given to the Borrower in accordance with the provisions of clause 10.2 of the Facility Agreement:

8

---

 

the Security Trustee, and any nominee of the Security Trustee may, complete the transfers in respect of the Shares deposited with the Security Trustee pursuant hereto, by dating them, and may submit all or any of the transfers together with any share certificates in respect thereof for registration in the name of the Security Trustee, or any nominee of the Security Trustee, and thereafter the Security Trustee or any such nominee may exercise all the powers or rights which may be exercisable by the registered holder of the Shares and all other powers conferred on mortgagees by law or otherwise without further notice and without any restrictions; and

any dividends, interest or other payments which may be received or receivable by the Security Trustee, or by any nominee, in respect of any of the Secured Property may be applied by the Security Trustee as though they were proceeds of sale.

In exercising the powers referred to in clause 7.1, the Security Trustee may sell or dispose of the Secured Property or any part thereof at such times in such manner for such consideration and generally on such terms and conditions as the Security Trustee may think fit (and the Security Trustee shall be entitled at its discretion to purchase any and all of the Secured Property so sold).  Any such sale or disposition may be for such consideration and shall be payable at such time as the Security Trustee shall reasonably think fit.

No purchaser or other person shall be bound or concerned to see or enquire whether the right of the Security Trustee to exercise any of the powers hereby conferred has arisen, nor be concerned with notice to the contrary, or with the propriety of the exercise or purported exercise of such powers.

All moneys received by the Security Trustee under, or in the exercise of any powers conferred by, this Deed shall be applied in or towards payment of the Expenses and the balance shall be applied in accordance with clause 13.1 of the Facility Agreement.

The Shareholder shall pay to the Security Trustee on a full indemnity basis on demand all expenses, claims, liabilities, losses, costs, duties, fees, charges, damages, moneys and outgoings of whatever nature (including but not limited to, legal costs) suffered, reasonably incurred or paid by the Security Trustee (as certified by the Security Trustee) in connection with:

9

---

 

For the purpose of exercising, securing, enforcing or realising the Security Trustee’s powers, rights and interest to, in, or in relation to, the Secured Property and the due and punctual performance and discharge of all Secured Obligations and all obligations and liabilities hereby covenanted to be paid or otherwise hereby secured, the Shareholder irrevocably and by way

10

---

 

of security appoints the Security Trustee its attorney, on its behalf and in its name or otherwise, to execute, seal, deliver and complete any transfers or other documents which the Security Trustee may require for perfecting its title to or for vesting the Shares both present and future in the Security Trustee or its nominees or in any purchaser, to make any alteration or addition to the Shares comprised therein or any other alteration or addition and generally to sign, seal, deliver and otherwise perfect any such transfers or other documents and any legal or other pledges/charges or assignments over the Shares referred to in clause 6 and to do all such acts and things as may be required for the full exercise of the powers hereby conferred including any sale or other disposition of the Secured Property, provided always that such powers shall not be exercisable until the occurrence of an Event of Default which is continuing.

The Shareholder hereby irrevocably appoints the Security Trustee to be its attorney in its name and on its behalf and as its act and deed or otherwise of it to agree the form of and to do and execute all deeds, instruments, acts and things to file, record, register or enrol this Deed which the Security Trustee may in its reasonable discretion consider necessary or advisable, now or in the future, in order to ensure the legality, validity, enforceability or admissibility in evidence of this Deed or for the purpose of protecting or maintaining the security created by this Deed of for any similar or related purpose.

It is agreed that the security created by this Deed and the obligations and liabilities of the Shareholder and rights, remedies and powers of the Security Trustee hereunder:

11

---

 

All the rights, remedies and powers vested in the Security Trustee hereunder shall be in addition to and not a limitation of any and every other right, power or remedy vested in the Security Trustee under this Deed, the Facility Agreement, the other Security Documents or at law and all the powers so vested in the Security Trustee may be exercised from time to time and as often as the Security Trustee may require.

The Security Trustee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under this Deed, or to make any claim or take any action to collect any moneys receivable by the Security Trustee in the exercise of any powers conferred by this Deed, or to enforce any rights or benefits hereby assigned to the Security Trustee or to which the Security Trustee may at any time be entitled under this Deed.

12

---

 

Any money received by virtue of or in connection with the security created by this Deed may be placed to the credit of a suspense account with a view to preserving the rights of the Security Trustee to prove for the whole of the Outstanding Indebtedness against the Corporation in the event of any proceedings in, or analogous to, liquidation, composition or arrangement.

Any release, discharge or settlement between the Shareholder and the Security Trustee shall be conditional upon no security disposition or payment to the Security Trustee by the Corporation, the Shareholder or any other person being void or set aside or ordered to be refunded pursuant to any provisions or enactments relating to bankruptcy, liquidation, administration or insolvency or for any other reason whatsoever and if such condition shall not be fulfilled, the Security Trustee shall be entitled to enforce the security created by this Deed and the other Security Documents as if such release, settlement or discharge had not occurred and any such payment had not been made.

At the end of the Facility Period the security hereby constituted shall terminate and the Security Trustee shall, at the request and cost of the Shareholder, deliver, transfer or cause to be released to the Shareholder, or to such person or persons as the Shareholder shall direct, the documents and other items referred to in clause 4.1, and release and retransfer the Secured Property to the Shareholder or to such person or persons as the Shareholder shall direct, free and discharged from the security hereby constituted.

A certificate by the Security Trustee as to any amount due or calculation made or any matter determined in connection with this Deed shall be conclusive and binding on the Shareholder except in the case of manifest error.

All payments to be made by the Shareholder under this Deed shall be made in full, without any set-off or counterclaim whatsoever and, subject as provided in clause 12.2, free and clear of any deductions or withholdings, in Dollars on the due date to such account as the Security Trustee shall from time to time notify to the Shareholder.

If at any time the Shareholder is required to make any deduction or withholding in respect of Taxes or otherwise from any payment due under this Deed for the account of the Security Trustee, the sum due from the Shareholder in respect of such payment shall be increased to the extent necessary to ensure that, after the making of such deduction or withholding, the Security Trustee receives on the due date for such payment (and retains, free from any liability in respect of such deduction or withholding) a net sum equal to the sum which it would have received had no such deduction or withholding been required to be made and the Shareholder shall indemnify the Security Trustee against any losses or costs incurred by it by

13

---

 

reason of any failure of the Shareholder 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 Shareholder shall promptly deliver to the Security Trustee any receipts, certificates or other document evidencing the amounts (if any) paid or payable in respect of any such deduction or withholding.

If any sum due from the Shareholder under this Deed or any order or judgment given or made in relation hereto has to be converted from the currency (the “first currency”) in which the same is payable under this Deed or under such order or judgment into another currency (the “second currency”) for the purpose of (a) making or filing a claim or proof against the Shareholder, (b) obtaining an order or judgment in any court of other tribunal or (c) enforcing any order or judgment given or made in relation to this Deed, the Shareholder shall indemnify the Security Trustee on demand in respect of any loss suffered as a result of any difference between (i) the rate of exchange used to convert the sum in question from the first currency into the second currency and (ii) the rate or rates of exchange at which the Security Trustee 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, judgment, claim or proof.  Any amount due from the Shareholder under this clause 12.3 shall be due as a separate debt and shall not be affected by judgment being obtained for any other sums due under or in respect of this Deed and 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.

 

 

14

---

 

 

 

 

No failure or delay by the Security Trustee in exercising any right, power or remedy vested in it under this Deed shall operate as a waiver thereof nor shall any single or partial exercise or waiver of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other power, right or remedy.  The remedies provided in this Deed are cumulative and are not exclusive of any remedies provided by law.

15

---

 

Each of the provisions of this Deed is severable and distinct from the others and if at any time one or more of such provisions is or becomes invalid illegal or unenforceable the validity legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby.

The indemnities contained in this Deed shall survive any termination of this Deed howsoever occurring.

The Security Trustee shall be entitled, at any time and as often as may be expedient, to delegate all or any of the powers and discretions vested in it by this Deed (including the power vested in it by virtue of clause 8) in such manner, upon such terms, and to such person as the Security Trustee in its absolute discretion may think fit.

The Shareholder may not assign or transfer any of its rights or obligations under this Deed without the prior written consent of the Agent, provided always that any transfer of the Shareholder’s rights and obligations hereunder that may occur by merger as a result of an IPO shall not require the prior consent of the Agent and shall not constitute a breach of the Shareholder’s obligation under this clause 14.6.

The Security Trustee may assign all or any of its rights or benefits under this Deed to any person in favour of whom an assignment has been made in accordance with clause 15.3 of the Facility Agreement and the Shareholder undertakes, immediately on being requested to do so by the Security Trustee and at the cost of the Security Trustee, to enter into such documents as may be necessary or desirable to effect such transfer.

The Security Trustee may disclose to a potential assignee or transferee or to any other person who may propose entering into contractual relations with the Security Trustee in relation to the Facility Agreement, such information about the Shareholder as the Security Trustee shall consider appropriate.

For the benefit of the Security Trustee, and subject to clause 15.4, the Shareholder hereby irrevocably agree that the courts of England shall have non-exclusive jurisdiction:

16

---

 

For the purpose of clause 15.1, the Shareholder irrevocably and unconditionally submits to the jurisdiction of the English courts.  Without prejudice to any other mode of service, the Shareholder:

The Shareholder:

Nothing in this clause 15 limits the right of the Security Trustee to bring proceedings, including third party proceedings, against the Shareholder, or to apply for interim remedies,

17

---

 

in connection with this Deed in any other court and/or concurrently in more than one jurisdiction.  The obtaining by the Security Trustee of judgment in one jurisdiction shall not prevent the Security Trustee from bringing or continuing proceedings in any other jurisdiction, whether or not these shall be founded on the same cause of action.

The jurisdiction agreement contained herein shall be severable from the remainder of this Deed and shall remain valid, binding and in full force and shall continue to apply notwithstanding this Deed, or any part thereof, being held to be avoided and/or rescinded and/or terminated and/or discharged and/or frustrated and/or invalid, unenforceable, illegal, discharged or otherwise of no effect for any reason.

This Deed and any non-contractual obligations arising out of or in connection with it shall be governed by, and construed in accordance with, English law.

IN WITNESS whereof the parties hereto have caused this Deed to be duly executed as a deed the day and year first before written.

18

---

 

Schedule 1
The Shares

 

 

 

 

19

---

 

Schedule 2
[Specimen instrument of transfer]

STOCK TRANSFER FORM

 

PYXIS TANKERS INC. of the ▇▇▇▇▇▇▇▇ Islands in consideration of the sum of One United States Dollar (US$1) paid to me by                                           of                          
                                                                      (hereinafter called the “Transferee”) does hereby transfer to the Transferee                                                    (                    ) shares (represented by Share Certificate number          ) in EIGHTHONE CORP. of the ▇▇▇▇▇▇▇▇ Islands.

IN WITNESS whereof PYXIS TANKERS INC. has caused this Instrument of Transfer to be duly executed on            

 

 

20

---

 

Schedule 3
Shareholders’ letter of authority

 

Date:

Dear Sirs

EIGHTHONE CORP. (the “Corporation”)

We hereby unconditionally and irrevocably authorise you to date and otherwise complete the share transfer form in respect of our shares in the Corporation deposited by ourselves with yourselves pursuant to the pledge dated               October 2015 (the “Pledge”) between ourselves and yourselves, as and when you become entitled to date and complete the same pursuant to the terms of the Pledge.

Yours faithfully

Signed:…………………….

 

▇▇▇▇ authorised signatory

for and on behalf of

PYXIS TANKERS INC.

Shareholder of the Corporation

 

21

---

 

Schedule 4
Form of irrevocable proxy

 

We, PYXIS TANKERS INC. hereby irrevocably appoint DVB BANK SE as our proxy to vote at meetings of the Shareholders of EIGHTHONE CORP. of the ▇▇▇▇▇▇▇▇ Islands (the “Corporation”) in respect of any existing or further shares in the Corporation which may have been or may from time to time be issued to us and/or registered in our name.  This proxy is irrevocable inter alia by reason of being coupled with the interest of DVB BANK SE as chargee of the aforesaid shares.

Dated:            October 2015             

Signed:……………………….

 

▇▇▇▇ authorised signatory

for and on behalf of

PYXIS TANKERS INC.

Shareholder of the Corporation

 

 

22

---

 

Schedule 5
Director’s/Officer’s resignation letter

To:The Secretary and Directors,

EIGHTHONE CORP. (the “Corporation”)

Date:

Dear Sirs

I hereby resign as a director/officer of the Corporation and confirm that I have no right to compensation or claims against the Corporation for loss of office, arrears of pay or otherwise howsoever.

Yours faithfully

…………………………………

 

23

---

 

Schedule 6
Director’s/Officer’s letter of authority

 

 

Date:            October 2015

Dear Sirs

EIGHTHONE CORP. (the “Corporation”)

I hereby unconditionally and irrevocably authorise you to date and otherwise complete the resignation letter in respect of the Corporation deposited by myself with yourselves pursuant to the pledge dated            October 2015 (the “Pledge”) between PYXIS TANKERS INC. and yourselves (in the form attached to the Pledge as Schedule 5), following an Event of Default (as defined or referred to in the Pledge) which is continuing at the time such resignation letter is dated.

Yours faithfully

…………………………………

 

24

---

 

Schedule 7
Form of dividend mandate

 

 

Dividend Mandate

With effect from today’s date and pending receipt by you of instructions from ourselves and DVB BANK SE to the contrary we, PYXIS TANKERS INC., hereby authorise and direct you to pay any and all dividends, interest and other moneys paid or payable on the shares in EIGHTHONE CORP. registered in our name to or to the order of DVB BANK SE of ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇ , ▇- ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇.  On receipt of this mandate please acknowledge to DVB BANK SE at the above address that you will act in accordance with the instructions contained herein.

 

Dated:   

 

Signed:…………………….

 

▇▇▇▇ authorised signatory

for and on behalf of

PYXIS TANKERS INC.

Shareholder of the Corporation

 

25

---

 

 

 

 

26