Dated [●] June 2022 (originally) US$22,500,000 facility with

Clause		Page
1	Definitions and Interpretation	1
2	Conditions Precedent	3
3	Representations	3
4	Release of Existing Guarantor	4
5	Agreement and Waiver	4
6	Accession of Replacement Guarantor	4
7	Amendments to Facility Agreement and Other Finance Documents	5
8	Further Assurance	8
9	Costs and Expenses	8
10	Notices	8
11	Counterparts	8
12	Governing Law	8
13	Enforcement	8

Schedules
Schedule 1 Conditions Precedent	10
Execution
Execution Pages	12

(1)	SEA GLORIUS SHIPPING CO., a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, ▇▇▇▇▇▇▇▇ Islands as borrower (the “Borrower”)

(2)	SEANERGY MARITIME HOLDINGS CORP., a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, ▇▇▇▇▇▇▇▇ Islands as existing guarantor (the “Existing Guarantor”)

(3)	UNITED MARITIME CORPORATION, a corporation incorporated in the Republic of the ▇▇▇▇▇▇▇▇ Islands whose registered address is at Trust Company Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, ▇▇▇▇▇▇▇▇ Islands as new guarantor (the “Replacement Guarantor”)

(4)	▇▇▇▇▇ AGENCY SERVICES LIMITED (previously Lucid Agency Services Limited) as agent of the other Finance Parties (the “Facility Agent”)

(5)	▇▇▇▇▇ TRUSTEE SERVICES LIMITED (previously Lucid Trustee Services Limited) as security agent for the Secured Parties (the “Security Agent”)

(A)	By the Facility Agreement, the Lenders agreed to make available to the Borrower a secured term loan facility of (originally) up to US$22,500,000 of which a principal amount of US$4,950,000 is outstanding as at the date of this Deed.

(B)

The Borrower and the Existing Guarantor have requested that the Finance Parties consent to the Shares Transfer (as this term is defined below) and the replacement of the Existing Guarantor by the Replacement Guarantor subject to the terms and conditions of this Deed and have agreed to amend and supplement the Facility Agreement as set out in this Deed.

1	DEFINITIONS AND INTERPRETATION

1.1	Definitions

(a)

will hold directly all of the shares in the Borrower; and

(b)

will hold indirectly, through the Borrower, Ship A.

1.2	Defined expressions

1.3	Application of construction and interpretation provisions of Facility Agreement

1.4	Agreed forms of new, and supplements to, Finance Documents

(a)	in a form attached to a certificate dated the same date as this Deed (and signed by the Borrower and the Facility Agent) (acting on the instructions of the Majority Lenders); or

(b)	in any other form agreed in writing between the Borrower and the Facility Agent (acting with the authorisation of the Majority Lenders or, where clause 42.2 (all lender matters) of the Facility Agreement applies, all the Lenders).

1.5	Designation as a Finance Document

1.6	Authorisation of Facility Agent

1.7	Third party rights

(a)	Unless provided to the contrary in a Finance Document, a person who is not a Party has no right under the Third Parties Act to enforce or to enjoy the benefit of any term of this Deed.

(b)	Subject to clause 42.3 (other exceptions) of the Facility Agreement but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not a Party is not required to rescind or vary this Deed at any time.

2	CONDITIONS PRECEDENT

(a)	The Facility Agent shall send to the Lenders all of the documents and other evidence listed in Schedule 1 (Conditions Precedent) which it has received.

(b)	Once each Lender has confirmed to the Facility Agent in writing that it is satisfied as to the satisfaction of the conditions precedent referred to in listed in Schedule 1 (Conditions Precedent), the Facility Agent shall notify the Borrower promptly upon receipt of such confirmations.

(c)

Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary at any time before the Facility Agent gives the notification described in paragraph (b) above, the Lenders authorise (but do not require) the Facility Agent to give that notification.  The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such notification.

3	REPRESENTATIONS

3.1	Facility Agreement representations

(a)	Each Existing Obligor makes the representations and warranties set out in clause 18 (representations) of the Facility Agreement by reference to the circumstances then existing on the date of this Deed.

(b)	Each Obligor makes the representations and warranties set out in clause 18 (representations) of the Amended Facility Agreement by reference to the circumstances then existing on the Effective Date.

3.2	Finance Document representations

(a)	Each Existing Obligor makes the representations and warranties set out in the Finance Documents (other than the Facility Agreement) to which it is a party, by reference to the circumstances then existing on the date of this Deed.

(b)

Each Obligor makes the representations and warranties set out in the Finance Documents (other than the Facility Agreement) to which it is a party, as amended and supplemented by this Deed and updated with appropriate modifications to refer to this Deed, by reference to the circumstances then existing on the Effective Date.

4	RELEASE OF EXISTING GUARANTOR

4.1	Release of Security

4.2	Release of obligations and liabilities

4.3	Reassignment of assigned property

4.4	Delivery of Documents

5	AGREEMENT AND WAIVER

(a)	consents to the Shares Transfer;

(b)	waives the application of Clause 19 (Financial Covenants); and

(c)	waives any Event of Default that has occurred in relation to the Borrower as a result of the occurrence of the Spin-Off Completion Date pursuant to:

(i)

clause 26.4 (other obligations) of the Facility Agreement in relation to paragraph (c) of clause 21.18 (share capital);

(ii)

clause 26.5 (misrepresentation) of the Facility Agreement in relation to a breach of paragraph (a) or (c) of clause 18.3 (share capital and ownership); and

(iii)

clause 26.10 (ownership of the obligors) of the Facility Agreement.

6	ACCESSION OF REPLACEMENT GUARANTOR

(a)	the Replacement Guarantor agrees that:

(i)

it will accede to the Amended Facility Agreement as the Guarantor and it will assume the obligations of the Guarantor and an Obligor; and

(ii)

it will be bound by the terms of the Amended Facility Agreement; and

(b)	the Borrower and the Facility Agent (acting on the instructions of the Lenders and on behalf of the Finance Parties) agree to the accession by the Replacement Guarantor to the Amended Facility Agreement.

7	AMENDMENTS TO FACILITY AGREEMENT AND OTHER FINANCE DOCUMENTS

7.1	Specific amendments to the Facility Agreement

(a)	any reference in the Facility Agreement to “Seanergy Maritime Holdings Corp.” shall be deleted entirely and replaced with “United Maritime Corporation”;

(b)	any reference in the Facility Agreement to the Guarantor shall be construed as if it refers to the Replacement Guarantor;

(c)	any reference to the Shares Security in relation to Borrower A in the Facility Agreement shall be construed as if it refers to the “New Shares Security”;

(d)	in clause 1.1 (definitions) of the Facility Agreement:

(i)

the following definition shall be added:

(ii)

an additional paragraph to the definition of “Finance Documents” shall be added to include a reference to “the Deed of Release, Accession and Amendment”;

(iii)

the definition of “Original Financial Statements” shall be deleted entirely;

(e)	paragraph (b) of clause 18.3 (share capital and ownership) of the Facility Agreement shall be deleted entirely and replaced with the following:

(f)	paragraphs (a) and (b) of clause 18.15 (financial statements) shall be deleted entirely and the existing paragraphs (c) to (f) in that clause shall be redesignated as paragraphs (a) to (d);

(g)	paragraph (e) of clause 18.15 (financial statements) shall be deleted in its entirety;

(h)	paragraph (b) of clause 20.3 (requirements as to financial statements) shall be deleted in its entirety and replaced with the following:

“(b)

Each Obligor shall procure that each set of financial statements delivered pursuant to Clause 20.2 (Financial statements) is prepared using GAAP.”;

(i)	paragraph (b) of clause 26.10 (ownership of the obligors) shall be deleted entirely and replaced with the following:

“(b)

Any person or group of persons acting in concert (other than Seanergy Maritime Holdings Corp. and its ultimate beneficial owner) gains control of the Guarantor.”;

(j)	the registration number of the Guarantor in part A of schedule 1 (the parties) of the Facility Agreement shall be deleted and replaced with 112801;

(l)	any reference in the Facility Agreement to “Lucid Agency Services Limited” and “Lucid Trustee Services Limited” shall be construed as if the same referred to “▇▇▇▇▇ Agency Services Limited” and “▇▇▇▇▇ Trustee Services Limited” respectively;

(m)	the definition of, and references throughout to, each Finance Document, shall be construed as if the same referred to that Finance Document as amended and supplemented by this Deed; and

(n)	by construing references throughout to “this Agreement” and other like expressions as if the same referred to the Facility Agreement as amended and supplemented by this Deed.

7.2	Amendments to Finance Documents

(a)	the definition of, and references throughout each of the Finance Documents to the Facility Agreement and any of the other Finance Documents shall be construed as if the same referred to, respectively:

(i)

the Amended Facility Agreement; and

(ii)

the other Finance Documents as amended and supplemented by this Clause 7.2 (Amendments to Finance Documents);

(b)	by construing references throughout each of the Finance Documents to the Guarantor as if the same referred to the Replacement Guarantor; and

(d)	by construing references throughout each of the Finance Documents to “Lucid Agency Services Limited” and “Lucid Trustee Services Limited” as if the same referred to “▇▇▇▇▇ Agency Services Limited” and “▇▇▇▇▇ Trustee Services Limited” respectively;

(e)	by construing references throughout each of the Finance Documents to “this Deed”, “hereunder” and other like expressions as if the same referred to those Finance Documents as amended and/or supplemented by this Deed.

7.3	Obligor Confirmation

(a)	confirms its acceptance of the amendments effected by this Deed;

(b)	agrees that it is bound as an Obligor (as defined in the Amended Facility Agreement);

(c)	confirms that the definition of, and references throughout each of the Finance Documents to, the Facility Agreement and any of the other Finance Documents shall be construed as if the same referred to the Facility Agreement and those Finance Documents as amended and supplemented by this Deed;

(d)	(if it is the Replacement Guarantor) confirms that its guarantee and indemnity:

(i)

will have full force and effect on the terms of the Amended Facility Agreement; and

(ii)

extends to the obligations of the Transaction Obligors under the Finance Documents as amended and supplemented by this Deed.

7.4	Security confirmation

(a)	any Security created by it under the Finance Documents extends to the obligations of the Obligors under the Finance Documents as amended and supplemented by this Deed;

(b)	the obligations of the relevant Obligors under the Amended Facility Agreement are included in the Secured Liabilities (as defined in the Security Documents to which it is a party); and

(c)	the Security created under the Finance Documents continues in full force and effect on the terms of the respective Finance Documents.

7.5	Finance Documents to remain in full force and effect

(a)	in the case of the Facility Agreement as amended and supplemented pursuant to Clause 7.1 (Specific amendments to the Facility Agreement);

(b)	in the case of the Finance Documents (other than the Facility Agreement) as amended and supplemented pursuant to Clause 7.2 (Amendments to Finance Documents);

(c)	the Facility Agreement and the applicable provisions of this Deed will be read and construed as one document;

(d)	the Finance Documents (other than the Facility Agreement) and the applicable provisions of this Deed will be read and construed as one document; and

(e)	except to the extent expressly effected by this Deed, no waiver is given by this Deed and the Lenders expressly reserve all their rights and remedies in respect of any breach of or other Default under the Finance Documents.

8	FURTHER ASSURANCE

9	COSTS AND EXPENSES

10

NOTICES

11	COUNTERPARTS

12	GOVERNING LAW

13	ENFORCEMENT

13.1	Jurisdiction

(a)	The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Deed (including a dispute regarding the existence, validity or termination of this Deed or any non-contractual obligation arising out of or in connection with this Deed) (a “Dispute”).

(b)	The Obligors and the Existing Guarantor accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly none of them will argue to the contrary.

(c)

To the extent allowed by law, this Clause 13.1 (Jurisdiction) is for the benefit of the Secured Parties only.  As a result, no Secured Party shall be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction.  To the extent allowed by law, the Secured Parties may take concurrent proceedings in any number of jurisdictions.

13.2	Service of process

(a)	Without prejudice to any other mode of service allowed under any relevant law, each Obligor and the Existing Guarantor:

(i)

irrevocably appoints Messrs Shoreside Agents Ltd, presently at ▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇ (▇: ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇, M: + ▇▇ (▇) ▇▇▇▇ ▇▇▇▇▇▇, Fax: ▇▇▇ (▇)▇▇ ▇▇▇▇ ▇▇▇▇, attention: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇) as its agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and

(ii)

agrees that failure by a process agent to notify the relevant Obligor or Existing Guarantor of the process will not invalidate the proceedings concerned.

(b)

If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrower (on behalf of all the Obligors and the Existing Guarantor) must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to the Facility Agent.  Failing this, the Facility Agent may appoint another agent for this purpose.

1	OBLIGORS AND EXISTING GUARANTOR

2	Finance Documents

2.1	A duly executed original of this Deed.

2.2	A duly executed original of the New Shares Security (and of each document to be delivered under it).

3	Legal opinions

3.1	A legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Greece, legal advisers to the Lenders in England, substantially in the form distributed to the Lenders before signing this Deed.

3.2	A legal opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, New York, legal advisers to the Lenders in the Republic of the ▇▇▇▇▇▇▇▇ Islands, substantially in the form distributed to the Lenders before signing this Deed.

4	Other documents and evidence

4.1	On or immediately prior to the Spin-Off Completion Date, documentary evidence satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) that the Spin-Off has occurred.

4.2	Evidence satisfactory to the Facility Agent (acting on the instructions of the Majority Lenders) that (i) the Shares Transfer has been completed and (ii) the Spin-Off Completion Date has occurred.

4.3	Evidence that any process agent referred to in Clause 13.2 (Service of process) has accepted its appointment.

4.4

A copy of any other Authorisation or other document, opinion or assurance which the Facility Agent (acting on the instructions of the Majority Lenders) 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 this Deed, the New Shares Security or for the validity and enforceability of any Finance Document as amended and supplemented by this Deed.

4.5	Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 9 (Costs and Expenses) have been paid or will be paid by the Effective Date.

4.6	Such evidence as the Facility Agent may require for the Finance Parties to be able to satisfy each of their “know your customer”, FATCA or similar identification procedures in relation to the transactions contemplated by this Deed and the New Shares Security.

EXECUTED AS A DEED	)
by SEA GLORIUS SHIPPING CO.	)
acting by	)
being	)
in the presence of:	)
Witness’ signature:	)
Witness’ name:	)
Witness’ address:	)

EXECUTED AS A DEED	)
by SEANERGY MARITIME HOLDINGS CORP.	)
acting by	)
being	)
in the presence of:	)
Witness’ signature:	)
Witness’ name:	)
Witness’ address:	)

EXECUTED AS A DEED	)
by UNITED MARITIME CORPORATION	)
acting by	)
being	)
in the presence of:	)
Witness’ signature:	)
Witness’ name:	)
Witness’ address:	)

EXECUTED AS A DEED	)
by ▇▇▇▇▇ AGENCY SERVICES LIMITED	)
(previously Lucid Agency Services Limited)	)
acting by	)
being	)
in the presence of:	)
Witness’ signature:	)
Witness’ name:	)
Witness’ address:	)

EXECUTED AS A DEED	)
by ▇▇▇▇▇ TRUSTEE SERVICES LIMITED	)
(previously Lucid Trustee Services Limited)	)
acting by	)
being	)
in the presence of:	)
Witness’ signature:	)
Witness’ name:	)
Witness’ address:	)

12

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