0000919574-19-003918.txt : 20190531 0000919574-19-003918.hdr.sgml : 20190531 20190531170148 ACCESSION NUMBER: 0000919574-19-003918 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 20190531 DATE AS OF CHANGE: 20190531 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Seanergy Maritime Holdings Corp. CENTRAL INDEX KEY: 0001448397 STANDARD INDUSTRIAL CLASSIFICATION: DEEP SEA FOREIGN TRANSPORTATION OF FREIGHT [4412] IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-84905 FILM NUMBER: 19871239 BUSINESS ADDRESS: STREET 1: 154 VOULIAGMENIS AVENUE STREET 2: GLYFADA CITY: ATHENS STATE: J3 ZIP: 16674 BUSINESS PHONE: 30 210 8913507 MAIL ADDRESS: STREET 1: 154 VOULIAGMENIS AVENUE STREET 2: GLYFADA CITY: ATHENS STATE: J3 ZIP: 16674 FORMER COMPANY: FORMER CONFORMED NAME: seanergy maritime holdings corp. DATE OF NAME CHANGE: 20081021 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Jelco Delta Holding Corp. CENTRAL INDEX KEY: 0001636020 IRS NUMBER: 000000000 STATE OF INCORPORATION: 1T FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O WESTERN ISLES, JARDINE HOUSE, 4TH FL STREET 2: 33-35 REID STREET, P.O. BOX HM 1431 CITY: HAMILTON STATE: D0 ZIP: HM FX BUSINESS PHONE: (441) 295-5913 MAIL ADDRESS: STREET 1: C/O WESTERN ISLES, JARDINE HOUSE, 4TH FL STREET 2: 33-35 REID STREET, P.O. BOX HM 1431 CITY: HAMILTON STATE: D0 ZIP: HM FX SC 13D/A 1 d8233167_13d-a.htm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 17)*

SEANERGY MARITIME HOLDINGS CORP.
(Name of Issuer)

COMMON STOCK
(Title of Class of Securities)

Y 73760301
(CUSIP Number)
Alastair Macdonald
Western Isles Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda Tel: (441) 295-5913
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 13, 2019
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d–7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Schedule 13D
CUSIP No.	Y 73760301

Names of Reporting Persons

Jelco Delta Holding Corp.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

[_]

(b)

[X]

SEC Use Only

Source of Funds (See Instructions)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[_]

Citizenship or Place of Organization

Marshall Islands

Sole Voting Power

Number of Shares Beneficially Owned by Each Reporting Person

With

Shared Voting Power

12,571,992⁽¹⁾

Sole Dispositive Power

10.

Shared Dispositive Power

12,571,992⁽¹⁾

11.

Aggregate Amount Beneficially Owned By Each Reporting Person

12,571,992⁽¹⁾

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[_]

13.

Percent of Class Represented by Amount in Row (11)

69.2%

14.

Type of Reporting Person (See Instructions)

(1)

Includes (i) 281,481 shares of Common Stock (as defined in Item 1) of the Issuer (as defined in Item 1) which Jelco Delta Holding Corp. ("Jelco") may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated March 12, 2015 as amended, issued by the Issuer to Jelco, (ii) 1,567,777 shares of Common Stock of the Issuer which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 7, 2015, as amended, issued by the Issuer to Jelco, (iii) 1,018,518 shares of Common Stock of the Issuer which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 27, 2017, as amended, issued by the Issuer to Jelco, (iv) 1,823,529 shares of Common Stock of the Issuer which Jelco may be deemed to beneficially own, representing the maximum number of shares issuable upon exercise of the Class B Warrants of the Issuer, issued to Jelco pursuant to a Securities Purchase Agreement dated May 9, 2019 between Jelco and the Issuer, and (v) 4,996,469 shares of Common Stock of the Issuer which Jelco may be deemed to beneficially own, representing the maximum number of shares issuable to Jelco upon exercise of the Class C Warrants of the Issuer issued to Jelco pursuant to a Securities Purchase Agreement dated May 9, 2019 between Jelco and the Issuer, pending the satisfaction of certain conditions. See Item 3.

CUSIP No.

Y 73760301

1.	Names of Reporting Persons
	Comet Shipholding Inc.


2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)						[_]
	(b)						[X]


3.	SEC Use Only


4.	Source of Funds (See Instructions)				WC


5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)						[_]


6.	Citizenship or Place of Organization			Marshall Islands


	7.	Sole Voting Power	0
Number of Shares Beneficially Owned by Each Reporting Person With

	8.	Shared Voting Power	53,701


	9.	Sole Dispositive Power	0


	10.	Shared Dispositive Power	53,701


11.	Aggregate Amount Beneficially Owned By Each Reporting Person					53,701


12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)						[_]


13.	Percent of Class Represented by Amount in Row (11)					0.3%

14.	Type of Reporting Person (See Instructions)

	CO

Schedule 13D
CUSIP No.	Y 73760301

Names of Reporting Persons

Claudia Restis

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

[_]

(b)

[X]

SEC Use Only

Source of Funds (See Instructions)

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)

[_]

Citizenship or Place of Organization

Italy

Sole Voting Power

Number of Shares Beneficially Owned by Each Reporting Person

With

Shared Voting Power

12,625,693 ⁽¹⁾

Sole Dispositive Power

10.

Shared Dispositive Power

12,625,693 ⁽¹⁾

11.

Aggregate Amount Beneficially Owned By Each Reporting Person

12,625,693 ⁽¹⁾

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

[_]

13.

Percent of Class Represented by Amount in Row (11)

69.5%

14.

Type of Reporting Person (See Instructions)

(1)

Claudia Restis may be deemed to beneficially own 12,571,992 shares of Common Stock of the Issuer through Jelco and 53,701 shares of Common Stock of the Issuer through Comet Shipholding Inc., each through a revocable trust of which she is beneficiary. The shares she may be deemed to beneficially own through Jelco include (i) 281,481 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated March 12, 2015, as amended, issued by the Issuer to Jelco, (ii) 1,567,777 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 7, 2015, as amended, issued by the Issuer to Jelco, (iii) 1,018,518 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 27, 2017, as amended, issued by the Issuer to Jelco, (iv) 1,823,529 shares of Common Stock of the Issuer which Jelco may be deemed to beneficially own, representing the maximum number of shares issuable upon exercise of the Class B Warrants of the Issuer issued to Jelco pursuant to a Securities Purchase Agreement dated May 9, 2019 between Jelco and the Issuer, and (v) 4,996,469 shares of Common Stock of the Issuer which Jelco may be deemed to beneficially own, representing the maximum number of shares issuable to Jelco upon exercise of the Class C Warrants of the Issuer issued to Jelco pursuant to a Securities Purchase Agreement dated May 9, 2019 between Jelco and the Issuer, pending the satisfaction of certain conditions. See Item 6.

Schedule 13D
CUSIP No.	Y 73760301

INTRODUCTION

This Amendment No. 17 to Schedule 13D further amends the Schedule 13D originally filed on March 12, 2015 by the Reporting Persons (as defined in Item 2), to reflect the change in beneficial ownership of the Common Stock (as defined in Item 1), due to (1) an increase in the number of shares of Common Stock (as defined in Item 1) outstanding following the Issuer’s public offering of units which was completed on May 13, 2019, and (2) the acquisition by Jelco of units of the Issuer consisting of shares of Common Stock, Class B Warrants (as defined in Item 6) and Class C Warrants (as defined in Item 6) on May 13, 2019 in connection with a private placement transaction between the Issuer and Jelco.

ITEM 1. Security and Issuer.

This statement relates to the common stock, par value $0.0001 per share ("Common Stock") issued by Seanergy Maritime Holdings Corp., a Marshall Islands corporation (the "Issuer"), whose principal executive offices are located at 154 Vouliagmenis Avenue, Glyfada 16674, Athens, Greece.

ITEM 2. Identity and Background.

(a) – (c), (f) This statement is being filed by each of the persons identified below (collectively the "Reporting Persons"):

Name	Address	Jurisdiction of Incorporation or Place of Citizenship	Principal Business
Jelco Delta Holding Corp.	c/o Western Isles Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda Attention: Alastair Macdonald	Marshall Islands	Investments
Comet Shipholding Inc.	c/o Western Isles Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda Attention: Alastair Macdonald	Marshall Islands	Investments
Claudia Restis (1)	c/o Western Isles Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda Attention: Alastair Macdonald	Italy	Business and Philanthropy

(1) Claudia Restis is the beneficial owner of 100% of the capital stock of each of the corporate Reporting Persons through a revocable trust of which she is beneficiary.

(c) Except as set forth herein, no other transactions in the Common Shares were effected by the persons enumerated in Item 2 during the past 60 days.

(d) – (e) None of the Reporting Persons has, during the last five years, (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

ITEM 3. Source and Amount of Funds or Other Consideration.

There are no material changes to Item 3 from the Schedule 13D/A filed with the Commission on March 22, 2019.

ITEM 4. Purpose of Transaction.

There are no material changes to Item 4 from the Schedule 13D/A filed with the Commission on March 22, 2019.

Except as set forth above and as previously disclosed in the original Schedule 13D filed with the Commission on March 12, 2015, no Reporting Person has any present plans or proposals which relate to or would result in the occurrence of any of the events described in Item 4 (a) through (j) of Schedule 13D.

ITEM 5. Interest in Securities of the Issuer.

(a) – (b) Based on information provided by the Issuer, the Issuer had 8,487,752 shares of Common Stock outstanding as of the date hereof. Based upon the foregoing, as of the date hereof, the Reporting Persons' beneficial ownership is as set forth below:

				Voting				Dispositive
Name	Percentage of Shares Beneficially Owned			Sole		Shared		Sole		Shared
Jelco Delta Holding Corp.		69.2	%		0		12,571,992⁽¹⁾		0		12,571,992⁽¹⁾
Comet Shipholding Inc.		0.3	%		0		53,701		0		53,701
Claudia Restis		69.5	%		0		12,625,693⁽¹⁾⁽²⁾		0		12,625,693^{(1)(2 )}

(1)

Includes (i) 281,481 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated March 12, 2015 as amended, issued by the Issuer to Jelco, (ii) 1,567,777 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 7, 2015, as amended, issued by the Issuer to Jelco, (iii) 1,018,518 shares of Common Stock which Jelco may be deemed to beneficially own, issuable upon exercise of a conversion option pursuant to the Convertible Promissory Note dated September 27, 2017, as amended, issued by the Issuer to Jelco, (iv) 1,823,529 shares of Common Stock which Jelco may be deemed to beneficially own, representing the maximum number of shares issuable upon exercise of the Class B Warrants of the Issuer, issued to Jelco pursuant to a Securities Purchase Agreement dated May 9, 2019 between Jelco and the Issuer, and (v) 4,996,469 shares of Common Stock which Jelco may be deemed to beneficially own, representing the maximum number of shares issuable to Jelco upon exercise of the Class C Warrants of the Issuer issued to Jelco pursuant to a Securities Purchase Agreement dated May 9, 2019 between Jelco and the Issuer, pending the satisfaction of certain conditions. See Item 3.

(2)

(d) N/A

(e) N/A

ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On May 9, 2019, the Issuer and Jelco entered into a Securities Purchase Agreement (the “Purchase Agreement”, a copy of which is incorporated herein as Exhibit A and the terms of which are incorporated by reference), pursuant to which the Issuer sold to Jelco 1,823,529 units of the Issuer, each unit consisting of (i) one share of Common Stock, (ii) one Class B Warrant to purchase one share of Common Stock (a “Class B Warrant”), and (iii) one Class C Warrant to purchase one share of Common Stock (a “Class C Warrant”), in exchange for the waiver or forgiveness of certain payment obligations of the Issuer under its loan agreements and promissory notes previously entered into with Jelco.

In connection with the Purchase Agreement, Jelco and the Issuer entered into a Registration Rights Agreement dated May 9, 2019 (the "Registration Rights Agreement”, a copy of which is incorporated herein as Exhibit B and the terms of which are incorporated by reference), pursuant to which Jelco received customary registration rights with respect to the shares of Common Stock, Class B Warrants, and any shares of Common Stock to be received upon exercise of the Class B Warrants or Class C Warrants.

As provided in the Purchase Agreement, the Issuer and Jelco also entered into the following amendments and supplemental letters to the Issuer’s loan agreements and promissory notes previously entered into with Jelco to evidence the forgiveness of interest through December 31, 2019 and other payment obligations of the Issuer:

Amendment No. 4 to Convertible Promissory Note, dated May 29, 2019, relating to the Convertible Promissory Note dated as of March 12, 2015, as amended, made by and between the Issuer and Jelco (the "Amendment No. 4 to March 2015 Note”, a copy of which is incorporated herein as Exhibit C and the terms of which are incorporated by reference);

Twelfth Amendment to Convertible Promissory Note, dated May 29, 2019, relating to the Convertible Promissory Note dated as of September 7, 2015, as amended, made by and between the Issuer and Jelco (the "Amendment No. 12 to September 2015 Note”, a copy of which is incorporated herein as Exhibit D and the terms of which are incorporated by reference);

Second Amendment to Convertible Promissory Note, dated May 29, 2019, relating to the Convertible Promissory Note dated as of September 27, 2017, as amended, made by and between the Issuer and Jelco (the "Amendment No. 2 to September 2017 Note”, a copy of which is incorporated herein as Exhibit E and the terms of which are incorporated by reference);

Supplemental Letter dated as of May 29, 2019, relating to the Facility Agreement dated October 4, 2016, as amended, made by and between the Issuer and Jelco (the "Supplemental Letter to October 2016 Loan”, a copy of which is incorporated herein as Exhibit F and the terms of which are incorporated by reference);

Supplemental Letter dated as of May 29, 2019, relating to the Facility Agreement dated May 24, 2017, as amended, made by and between the Issuer and Jelco (the "Supplemental Letter to May 2017 Loan”, a copy of which is incorporated herein as Exhibit G and the terms of which are incorporated by reference); and

Supplemental Letter dated as of May 29, 2019, relating to the Facility Agreement dated March 26, 2019, made by and between the Issuer and Jelco (the "Supplemental Letter to March 2019 Loan”, a copy of which is incorporated herein as Exhibit H and the terms of which are incorporated by reference).

Except as set forth above, there are no material changes to Item 6 from the Schedule 13D/A filed with the Commission on March 22, 2019.

ITEM 7.	Materials to be Filed as Exhibits.
Exhibit A	Securities Purchase Agreement (incorporated herein by reference to Exhibit 4.4 of the Issuer’s report on Form 6-K filed with the Commission on May 17, 2019)
Exhibit B	Registration Rights Agreement (incorporated herein by reference to Exhibit 4.5 of the Issuer’s report on Form 6-K filed with the Commission on May 17, 2019)
Exhibit C	Amendment No. 4 to March 2015 Note
Exhibit D	Amendment No. 12 to September 2015 Note
Exhibit E	Amendment No. 2 to September 2017 Note
Exhibit F	Supplemental Letter to October 2016 Loan
Exhibit G	Supplemental Letter to May 2017 Loan
Exhibit H	Supplemental Letter to March 2019 Loan

Signature

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: May 31, 2019

JELCO DELTA HOLDING CORP.


By:	/s/ Alastair Macdonald
Name:	Alastair Macdonald
Title:	President


COMET SHIPHOLDING INC.


By:	/s/ Alastair Macdonald
Name:	Alastair Macdonald
Title:	President


/s/ Claudia Restis
Claudia Restis

EX-99.C 2 d8234265_ex99-c.htm

Exhibit C

NEITHER THE SECURITIES REPRESENTED BY THIS NOTE NOR THE SECURITIES ISSUABLE UPON THE CONVERSION OF THIS NOTE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS, OR (2) AN EXEMPTION FROM SUCH REGISTRATION EXISTS AND THE MAKER RECEIVES AN OPINION OF COUNSEL TO THE HOLDER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR TRANSFERRED IN THE MANNER CONTEMPLATED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR APPLICABLE STATE SECURITIES LAWS.

AMENDMENT No. 4 TO CONVERTIBLE PROMISSORY NOTE

$4,000,000	Athens, Greece
	May 29, 2019

This amendment (this “Amendment No. 4”) to a Convertible Promissory Note dated as of March 12, 2015, as amended by Amendment No. 1 dated as of May 14, 2015, as further amended by Amendment No. 2 dated as of September 18, 2017 and as further amended by Amendment No. 3 dated as of March 26, 2019, is entered into by and between Seanergy Maritime Holdings Corp., a corporation organized under the laws of the Republic of the Marshall Islands, (the “Maker”), and investor set forth in Schedule 1 attached hereto, or its respective registered assigns (the “Holder”).

BACKGROUND

WHEREAS, on March 12, 2015 the Maker executed a promissory note in the principal amount of USD$4,000,000 in favour of the Holder (the “Initial Note”);

WHEREAS, on May 14, 2015, on September 18, 2017 and on March 26, 2019, the parties entered into Amendment No. 1, Amendment No. 2 and Amendment No. 3 respectively, pursuant to which certain sections of the Initial Note were amended and restated (the Initial Note, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3, the “Promissory Note”);

WHEREAS, in exchange for, among other things, the full and final settlement of unpaid interest in the amount of $155,090.79 accrued under the Promissory Note until March 31, 2019 and the neutralization of the Promissory Note’s interest rate for the period from April 1, 2019 until December 31, 2019, the Maker issued to the Holder 1,823,529 units of the Maker, each unit consisting of (i) one common share, par value $0.0001 per share (a “Common Share”) of the Maker, (ii) one Class B Warrant of the Maker to purchase a Common Share, and (iii) one Class C Warrant of the Maker to purchase a Common Share, for $3.40 per unit, pursuant to the terms of a Securities Purchase Agreement dated as of May 9, 2019 made between the Maker and the Holder;

WHEREAS, each of the parties hereto wishes to amend the interest section of the Promissory Note, as described in detail below; and

NOW THEREFORE, in consideration of the foregoing and for other consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto intending to be legally bound hereby agree as follows:

AGREEMENT

1. Section 3 of the Promissory Note is hereby deleted in its entirety and replaced with the following:

“3. Interest. The Maker shall pay interest on the principal amount of this Note, which shall accrue: (i) from 1 April 2019 through 31 December 2019 (inclusive), at a rate of 0% per annum, and (ii) from 1 January 2020 through the Maturity Date, at a rate equal to the aggregate of (a) 5% per annum and (b) the three (3) month London Interbank Offered Rate for deposits in Dollars determined at or about 11.00 a.m. (London time) two business days prior to the first day of each interest period (the “Interest Rate”). Interest shall be payable to the Holder quarterly with the last interest payment falling due for payment on the Maturity Date. In the event of a failure by the Maker to pay any amount on the date on which such amount is due and payable pursuant to this Note and irrespective of any notice by the Holder or any other person to the Maker in respect of such failure, the Maker shall pay interest on such amount on demand from the date of such default up to the date of actual payment at the per annum rate which is the aggregate of: (a) two point fifty per cent (2.50%); and (b) the Interest Rate.”

2. The term “this Note” as used in the Promissory Note shall be read and construed as reference to the Promissory Note, as amended hereby.

3. The parties hereto acknowledge and confirm that other than as amended herein, the Promissory Note shall remain in full force and effect and shall continue to evidence, guarantee and support their respective obligations.

4. Maker’s Representations and Warranties: the Maker hereby warrants and represents to the Holder as follows:

(a) To the best of Maker's knowledge and belief, after giving effect to this Amendment No. 4, no default has occurred under the Promissory Note nor has any event occurred or failed to occur which, with the passage of time or the giving of notice or both, would comprise such a default;

(b) There are no counterclaims or defenses against the indebtedness evidenced by the Note, as modified hereby;

(c) The Maker has full power, authority and legal right to execute this Amendment No. 4 and to keep and observe all of the terms of this Amendment No. 4 to be observed or performed by the Maker; and

(d) There are no actions, suits or proceedings pending or, to the knowledge of Maker, threatened against or affecting the Maker or involving the validity or enforceability of the Promissory Note, at law or in equity, and the Maker is not operating under, or subject to, or in default of, or in violation with respect to, any order, writ, injunction, decree or demand of any court or any governmental authorities.

5. Holder’s Representations and Warranties: the Holder hereby warrants and represents to the Maker that the Holder has full power, authority and legal right to execute this Amendment No. 4 and to keep and observe all of the terms of this Amendment No. 4 to be observed or performed by the Holder.

6. This Amendment No. 4 may be executed by the parties hereto in separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together constitute on and the same instrument. All such counterparts may be delivered among the parties hereto by facsimile or other electronic transmission, which shall not affect the validity thereof.

7. This Amendment No. 4 shall be governed by and construed in accordance with the internal laws of the State of New York (without reference to the conflicts of law provisions thereof). Any dispute regarding this Amendment No. 4 shall be exclusively referred to arbitration in London and conducted in accordance with the Arbitration Act 1996 (England and Wales) or any statutory modification or re-enactment thereof, and the parties agree to submit to the personal and exclusive jurisdiction and venue of such arbitrators. Any and all disputes hereunder shall be referred by the parties hereto to three arbitrators, each party to appoint one arbitrator and the two so appointed shall appoint the third who shall act as chairman of such panel of arbitrators. Upon receipt by one party of the nomination in writing of such other party’s arbitrator, that party shall appoint its arbitrator within ten days, failing which the decision of the single arbitrator appointed shall apply. The two arbitrators so appointed shall appoint the third arbitrator within ten days, failing which the third arbitrator shall be appointed by the President of the London Maritime Arbitrators Association (“LMAA”) at the time within twenty-one days of the two arbitrators being appointed. The arbitration shall be conducted in accordance with the terms of the LMAA then in effect. The parties agree that any tribunal constituted under this Amendment No. 4 shall have the power to order consolidation of proceedings or concurrent hearings in relation to any and all disputes arising out of or in connection with the Promissory Note or the other documents contemplated thereby, which involve common questions of fact or law, and to make any orders ancillary to the same, including, without limitation, any orders relating to the procedures to be followed by the parties in any such consolidated proceedings or concurrent hearings. Consolidated disputes are to be heard by a maximum of three arbitrators, each party to have the right to appoint one arbitrator. In case a dispute arises as to whether consolidation is appropriate (including without limitation conflicting orders of relevant tribunals) and/or as to the constitution of the tribunal for any such consolidated proceedings, each party shall have the right to apply to the President for the time being of the LMAA for final determination of the consolidation of the proceedings and/or constitution of such tribunal.

8. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Promissory Note.

IN WITNESS WHEREOF, the Maker and the Holder have caused this Amendment No. 4 to be executed as of the first date written above.

	THE MAKER:

	SEANERGY MARITIME HOLDINGS CORP.

	By:	/s/ Stamatios Tsantanis
	Name:	Stamatios Tsantanis
	Title:	Chief Executive Officer


	THE HOLDER:

	JELCO DELTA HOLDING CORP.

	By:	/s/ Alastair Macdonald
	Name:	Alastair Macdonald
	Title:	Director

SCHEDULE 1

Name and Address of Investor	Principal Amount Owned as of 29 May 2019
Jelco Delta Holding Corp. c/o Western Isles Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda	$3,800,000

EX-99.D 3 d8233167_ex99-d.htm

Exhibit D

TWELFTH AMENDMENT TO

REVOLVING CONVERTIBLE PROMISSORY NOTE

This TWELFTH AMENDMENT (this “Twelfth Amendment”) to the Revolving Convertible Promissory Note dated as of September 7, 2015, as amended by an Amendment dated as of December 1, 2015, further amended by a Second Amendment dated as of December 14, 2015, further amended by a Third Amendment dated as of January 27, 2016, further amended by a Fourth Amendment dated as of March 7, 2016, further amended by a Fifth Amendment dated as of April 21, 2016, further amended by a Sixth Amendment dated as of May 17, 2016, further amended by a Seventh Amendment dated as of June 16, 2016, further amended by an Eighth Amendment dated as of March 28, 2017, further amended by a Ninth Amendment dated as of September 27, 2017, further amended by a Tenth Amendment dated September 1, 2018 and as further amended by an Eleventh Amendment dated as of March 26, 2019 (together, as so amended, the “Note”), by and between Seanergy Maritime Holdings Corp. a corporation organized under the laws of the Republic of the Marshall Islands (the “Maker”) and Jelco Delta Holding Corp., or its respective registered assigns (the “Holder”), is made on May 29, 2019.

Capitalized terms used but not defined herein shall have the meaning assigned in the Note.

WHEREAS, in exchange for, among other things, the full and final settlement of unpaid interest in the amount of $901,286.84 accrued under the Note until March 31, 2019 and the neutralization of the Note’s interest rate for the period from April 1, 2019 until December 31, 2019, the Maker issued to the Holder 1,823,529 units of the Maker, each unit consisting of (i) one common share, par value $0.0001 per share (a “Common Share”) of the Maker, (ii) one Class B Warrant of the Maker to purchase a Common Share, and (iii) one Class C Warrant of the Maker to purchase a Common Share, for $3.40 per unit pursuant to the terms of a Securities Purchase Agreement dated as of May 9, 2019 made between the Maker and the Holder;

WHEREAS, the parties wish to amend Section 3 of the Note as hereinafter set forth in detail below.

NOW, THEREFORE, in consideration of the premises and the mutual agreements herein contained, the parties hereto hereby agree as follows:

(A) Section 3 of the Note is deleted in its entirety and is replaced with the following:

“3. Interest. The Maker shall pay interest on the outstanding principal amount of this Note, which shall accrue: (i) from 1 April 2019 through 31 December 2019 (inclusive), at a rate of 0% per annum, and (ii) from 1 January 2020 through the Maturity Date, at a rate equal to the sum of (a) 5% per annum and (b) the three (3) month London Interbank Offered Rate for deposits in Dollars determined at or about 11.00 a.m. (London time) two (2) business days prior to the first day of each interest period (the “Interest Rate”). Each interest period shall be of three (3) months each, commencing on 1 January 2020. Each interest payment shall be made on the end of the respective interest period. In case the date of each interest payment is not a business day, the respective interest shall be payable on the next following business day. All interest payable under this Note shall accrue from day to day and be calculated on the basis of actual days elapsed and a 360-day year. Notwithstanding the above, the last interest period shall end on the Maturity Date. In the event of a failure by the Maker to pay any amount on the date on which such amount is due and payable pursuant to this Note and irrespective of any notice by the Holder or any other person to the Maker in respect of such failure, the Maker shall pay interest on such amount on demand from the date of such default up to the date of actual payment at the per annum rate which is the aggregate of: (a) two point fifty per cent (2.50%); and (b) the Interest Rate.”

(B)	Confirmation of Agreement. Except as expressly set forth herein, the Note is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms, and each reference in the Note to “this Note” shall mean the Note as amended by this Twelfth Amendment.

(C)

Counterparts; Effectiveness. This Twelfth Amendment may be executed in any number of counterparts (including by facsimile) and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This Twelfth Amendment shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

(D)

Governing Law; Consent to Jurisdiction. This Twelfth Amendment shall be governed by and construed in accordance with the internal laws of the State of New York (without reference to the conflicts of law provisions thereof). Any dispute regarding this Twelfth Amendment shall be exclusively referred to arbitration in London and conducted in accordance with the Arbitration Act 1996 (England and Wales) or any statutory modification or re-enactment thereof, and the parties agree to submit to the personal and exclusive jurisdiction and venue of such arbitrators. Any and all disputes hereunder shall be referred by the parties hereto to three arbitrators, each party to appoint one arbitrator and the two so appointed shall appoint the third who shall act as chairman of such panel of arbitrators. Upon receipt by one party of the nomination in writing of such other party’s arbitrator, that party shall appoint its arbitrator within ten days, failing which the decision of the single arbitrator appointed shall apply. The two arbitrators so appointed shall appoint the third arbitrator within ten days, failing which the third arbitrator shall be appointed by the President of the London Maritime Arbitrators Association (“LMAA”) at the time within twenty one days of the two arbitrators being appointed. The arbitration shall be conducted in accordance with the terms of the LMAA then in effect. The parties agree that any tribunal constituted under this Agreement shall have the power to order consolidation of proceedings or concurrent hearings in relation to any and all disputes arising out of or in connection with this Twelfth Amendment or the other documents contemplated thereby, which involve common questions of fact or law, and to make any orders ancillary to the same, including, without limitation, any orders relating to the procedures to be followed by the parties in any such consolidated proceedings or concurrent hearings. Consolidated disputes are to be heard by a maximum of three arbitrators, each party to have the right to appoint one arbitrator. In case a dispute arises as to whether consolidation is appropriate (including without limitation conflicting orders of relevant tribunals) and/or as to the constitution of the tribunal for any such consolidated proceedings, each party shall have the right to apply to the President for the time being of the LMAA for final determination of the consolidation of the proceedings and/or constitution of such tribunal.

[Signature page follows]

THIS TWELFTH AMENDMENT has been entered into on the date stated above.

THE MAKER:

SEANERGY MARITIME HOLDINGS CORP.

By:	/s/ Stamatios Tsantanis
Name:	Stamatios Tsantanis
Title:	Chief Executive Officer



THE HOLDER:

JELCO DELTA HOLDING CORP.

By:	/s/ Alastair Macdonald
Name:	Alastair Macdonald
Title:	Director

EX-99.E 4 d8233167_ex99-e.htm

Exhibit E

SECOND AMENDMENT TO

CONVERTIBLE PROMISSORY NOTE

This SECOND AMENDMENT (this “Amendment No. 2”) to the Convertible Promissory Note, dated as of September 27, 2017, as amended by an Amendment dated as of February 13, 2019 (as so amended, the “Note”), by and between Seanergy Maritime Holdings Corp. a corporation organized under the laws of the Republic of the Marshall Islands (the "Maker") and Jelco Delta Holding Corp., or its respective registered assigns (the "Holder"), is made on May 29, 2019.

Capitalized terms used but not defined herein shall have the meaning assigned in the Note.

WHEREAS, in exchange for, among other things, the full and final settlement of unpaid interest in the amount of $539,940.14 accrued under the Note until March 31, 2019 and the neutralization of the Note’s interest rate for the period from April 1, 2019 until December 31, 2019, the Maker issued to the Holder 1,823,529 units of the Maker, each unit consisting of (i) one common share, par value $0.0001 per share (a “Common Share”) of the Maker, (ii) one Class B Warrant of the Maker to purchase a Common Share, and (iii) one Class C Warrant of the Maker to purchase a Common Share, for $3.40 per unit, pursuant to the terms of a Securities Purchase Agreement dated as of May 9, 2019 made between the Maker and the Holder;

WHEREAS, the parties wish to amend the Note as hereinafter set forth in order to, amend the interest section of the Note; and

NOW, THEREFORE, in consideration of the foregoing and for other consideration the receipt and sufficiency of which is hereby acknowledged, the parties hereto intending to be legally bound hereby agree as follows:

(A)	Section 3 of the Note is deleted in its entirety and replaced with the following:

3.1 Each interest payment shall be made on the end of the respective interest period. If the date of each interest payment is not a business day, the respective interest shall be payable on the next following business day. All interest payable under this Note shall accrue from day to day and be calculated on the basis of actual days elapsed and a 360 day year.

3.2 In the event of a failure by the Maker to pay any amount on the date on which such amount is due and payable pursuant to this Note and irrespective of any notice by the Holder or any other person to the Maker in respect of such failure, the Maker shall pay interest on such amount on demand from the date of such default up to the date of actual payment at the per annum rate which is the aggregate of: (a) two point fifty per cent (2.50%); and (b) the Interest Rate.”

(B)	Confirmation of Agreement. Except as expressly set forth herein, the Note is ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms, and each reference in the Note to "this Note" shall mean the Note as amended by this Amendment No. 2.

(C)

Counterparts; Effectiveness. This Amendment No. 2 may be executed in any number of counterparts (including by facsimile) and by different parties hereto in separate counterparts, with the same effect as if all parties had signed the same document. All such counterparts shall be deemed an original, shall be construed together and shall constitute one and the same instrument. This Amendment No. 2 shall become effective when each party hereto shall have received counterparts hereof signed by all of the other parties hereto.

(D)

Governing Law; Consent to Jurisdiction. This Amendment No. 2 shall be governed by and construed in accordance with the internal laws of the State of New York (without reference to the conflicts of law provisions thereof). Any dispute regarding this Amendment No. 2 shall be exclusively referred to arbitration in London and conducted in accordance with the Arbitration Act 1996 (England and Wales) or any statutory modification or re-enactment thereof, and the parties agree to submit to the personal and exclusive jurisdiction and venue of such arbitrators. Any and all disputes hereunder shall be referred by the parties hereto to three arbitrators, each party to appoint one arbitrator and the two so appointed shall appoint the third who shall act as chairman of such panel of arbitrators. Upon receipt by one party of the nomination in writing of such other party’s arbitrator, that party shall appoint its arbitrator within ten days, failing which the decision of the single arbitrator appointed shall apply. The two arbitrators so appointed shall appoint the third arbitrator within ten days, failing which the third arbitrator shall be appointed by the President of the London Maritime Arbitrators Association (“LMAA”) at the time within twenty one days of the two arbitrators being appointed. The arbitration shall be conducted in accordance with the terms of the LMAA then in effect. The parties agree that any tribunal constituted under this Agreement shall have the power to order consolidation of proceedings or concurrent hearings in relation to any and all disputes arising out of or in connection with this Amendment No. 2 or the other documents contemplated thereby, which involve common questions of fact or law, and to make any orders ancillary to the same, including, without limitation, any orders relating to the procedures to be followed by the parties in any such consolidated proceedings or concurrent hearings. Consolidated disputes are to be heard by a maximum of three arbitrators, each party to have the right to appoint one arbitrator. In case a dispute arises as to whether consolidation is appropriate (including without limitation conflicting orders of relevant tribunals) and/or as to the constitution of the tribunal for any such consolidated proceedings, each party shall have the right to apply to the President for the time being of the LMAA for final determination of the consolidation of the proceedings and/or constitution of such tribunal.

[Signature page follows]

THIS AMENDMENT No. 2 has been entered into on the date stated above.

THE MAKER:

SEANERGY MARITIME HOLDINGS CORP.

By:	/s/ Stamatios Tsantanis
Name:	Stamatios Tsantanis
Title:	Chief Executive Officer



THE HOLDER:

JELCO DELTA HOLDING CORP.

By:	/s/ Alastair B. Macdonald
Name:	Alastair B. Macdonald
Title:	Director

Acknowledged and agreed by

EMPEROR HOLDING LTD.

As guarantor

By:	/s/Stamatios Tsantanis
Name:	Stamatios Tsantanis
Title:	Director

EX-99.F 5 d8233167_ex99-f.htm

Exhibit F

SUPPLEMENTAL LETTER

To:	SEANERGY MARITIME HOLDINGS CORP. as Borrower of Trust Company Complex, Ajeltake Road Ajeltake Island, Majuro MH96960, the Marshall Islands

From:	JELCO DELTA HOLDING CORP. as Lender Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda

29 May 2019

Dear Sirs,

Facility Agreement originally entered into on 4 October 2016, as amended by amendment no.1 on 17 November 2016, as amended and restated on 28 November 2016, supplemented on 13 June 2018 and as further amended and restated on 13 February 2019, and made between (i) Seanergy Maritime Holdings Corp., as borrower (the "Borrower") and (ii) Jelco Delta Holding Corp., as lender (the "Lender") in respect of a loan facility of up to US$12,800,000 (the “Facility Agreement”)

We refer to the Facility Agreement. Defined expressions in the Facility Agreement shall have the same meanings when used in this Supplemental Letter and for the purposes of this Supplemental Letter.

In exchange for, among other things, the full and final settlement of unpaid interest in the amount of $159,196.75 accrued under the Facility Agreement until 31 March 2019 and the neutralization of the interest Rate for the period from 1 April 2019 until 31 December 2019, the Lender and the Borrower have entered into a Securities and Purchase Agreement dated 9 May 2019 with respect to 1,823,529 units of the Borrower, each unit consisting of (i) one common share par value $0.0001 per share, (ii) one Class B Warrant, and (iii) one Class C Warrant, for $3.40 per unit.

This Supplemental Letter sets out the terms and conditions on which the Lender agrees, at the request of the Borrower, to amend certain provisions of the Facility Agreement as described in Clause 1.1 below.

1.1	We hereby confirm our approval, consent and acceptance of the following with effect as of 1 April 2019:

To delete the definition of “Applicable Margin” in Clause 1.2 (Definitions) of the Facility Agreement in its entirety and replacing it with the following:

“"Applicable Margin" means:

(a)

during the period commencing on 1 April 2019 and ending on 31 December 2019 (inclusive), 0 per cent. per annum; and

(b)

during the period commencing on 1 January 2020 and ending on the Final Repayment Date, 8.5 per cent. per annum;”;

To delete Clause 3.4 (Interest Rate) of the Facility Agreement in its entirety and replacing it with the following:

“3.4 Interest Rate

(a)

During the period commencing on 1 April 2019 and ending on 31 December 2019 (inclusive), interest shall accrue on the Loan at a rate equal to the Applicable Margin; and

(b)

During each Interest Period thereafter, interest shall accrue on the Loan at a rate equal to the sum of (a) the Applicable Margin and (b) the three (3) month London Interbank Offered Rate for deposits in Dollars determined at or about 11.00 a.m. (London time) two (2) Banking Days prior to the first day of each Interest Period (“LIBOR”).”; and

To construe throughout all references in the Facility Agreement to “this Agreement” and all references in the Finance Documents (other than the Facility Agreement) to the “Loan Agreement” as references to the Facility Agreement as amended and supplemented by this Supplemental Letter.

2	Governing law and Jurisdiction

Clause 16 (Governing Law and Jurisdiction) of the Facility Agreement, as amended and supplemented by this Supplemental Letter, shall apply to this Supplemental Letter as if it were expressly incorporated in it.

3	Process Agent

The Borrower, hereby, irrevocably appoints Messrs. E.J.C Album Solicitors, presently of Landmark House, 190 Willifield Way, London, NW11 6YA, England (Attention of Mr. Edward Album, Tel +44 (0) 20 8455 7653, Fax +44 (0) 20 8457 5558, e-mail: ejca@mitgr.com), to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English Courts which are connected with this Supplemental Letter.

Please confirm your agreement by signing the acknowledgement below.

Yours faithfully

/s/ Alastair Macdonald
Alastair Macdonald

29 May 2019
for and on behalf of
Jelco Delta Holding Corp.
as Lender

We hereby acknowledge receipt of the above Supplemental Letter and confirm our agreement to the terms hereof.

/s/ Stavros Gyftakis
Stavros Gyftakis

29 May 2019
for and on behalf of
Seanergy Maritime Holdings Corp.
as Borrower

EX-99.G 6 d8233167_ex99-g.htm

Exhibit G

SUPPLEMENTAL LETTER

To:	SEANERGY MARITIME HOLDINGS CORP. as Borrower of Trust Company Complex, Ajeltake Road Ajeltake Island, Majuro MH96960, the Marshall Islands

From:	JELCO DELTA HOLDING CORP. as Lender Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda

29 May 2019

Dear Sirs,

Facility Agreement originally entered into on 24 May 2017, as amended and supplemented by a supplemental letter on 22 June 2017 and a second supplemental letter on 22 August 2017, as amended and restated on 27 September 2017 and further supplemented on 13 February 2019, and made between (i) Seanergy Maritime Holdings Corp., as borrower (the "Borrower") and (ii) Jelco Delta Holding Corp., as lender (the "Lender") in respect of a loan facility of up to US$16,200,000 (the “Facility Agreement”)

We refer to the Facility Agreement. Defined expressions in the Facility Agreement shall have the same meanings when used in this Supplemental Letter and for the purposes of this Supplemental Letter.

In exchange for, among other things, the full and final settlement of unpaid interest in the amount of $353,311.06 accrued under the Facility Agreement until 31 March 2019 and the neutralization of the Interest Rate for the period from 1 April 2019 until 31 December 2019, the Lender and the Borrower have entered into a Securities and Purchase Agreement dated 9 May 2019 with respect to 1,823,529 units of the Borrower, each unit consisting of (i) one common share par value $0.0001 per share, (ii) one Class B Warrant, and (iii) one Class C Warrant, for $3.40 per unit.

1.1	We hereby confirm our approval, consent and acceptance of the following with effect as of 1 April 2019:

To delete the definition of “Applicable Margin” in Clause 1.2 (Definitions) of the Facility Agreement in its entirety and replacing it with the following:

“"Applicable Margin" means:

(a)

during the period commencing on 1 April 2019 and ending on 31 December 2019 (inclusive), 0 per cent. per annum;

(b)

during the period commencing on 1 January 2020 and ending on the Final Repayment Date, 6 per cent. per annum.”;

To delete Clause 3.4 (Interest Rate) of the Facility Agreement in its entirety and replacing it with the following:

“3.4 Interest Rate

(a)

During the period commencing on 1 April 2019 and ending on 31 December 2019 (inclusive), interest shall accrue on the Loan at a rate equal to the Applicable Margin; and

(b)

2	Governing law and Jurisdiction

3	Process Agent

The Borrower, hereby, irrevocably appoints Messrs. E.J.C Album Solicitors, presently of Landmark House, 190 Willifield Way, London, NW11 6YA, England (Attention of Mr. Edward Album Tel +44 (0) 20 8455 7653, Fax +44 (0) 20 8457 5558, e-mail: ejca@mitgr.com), to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English Courts which are connected with this Supplemental Letter.

Please confirm your agreement by signing the acknowledgement below.

Yours faithfully

/s/ Alastair Macdonald
Alastair Macdonald

29 May 2019
for and on behalf of
Jelco Delta Holding Corp.
as Lender

We hereby acknowledge receipt of the above Supplemental Letter and confirm our agreement to the terms hereof.

/s/ Stavros Gyftakis
Stavros Gyftakis

29 May 2019
for and on behalf of
Seanergy Maritime Holdings Corp.
as Borrower

EX-99.H 7 d8233167_ex99-h.htm

Exhibit H

Exhibit G

SUPPLEMENTAL LETTER

To:	SEANERGY MARITIME HOLDINGS CORP. as Borrower of Trust Company Complex, Ajeltake Road Ajeltake Island, Majuro MH96960, the Marshall Islands

From:	JELCO DELTA HOLDING CORP. as Lender Jardine House, 4th Floor, 33-35 Reid Street P.O. Box HM 1431 Hamilton HM FX, Bermuda

29 May 2019

Dear Sirs,

Facility Agreement originally entered into on 26 March 2019, and made between (i) Seanergy Maritime Holdings Corp., as borrower (the "Borrower") and (ii) Jelco Delta Holding Corp., as lender (the "Lender") in respect of a loan facility of US$7,000,000 (the “Facility Agreement”)

We refer to the Facility Agreement. Defined expressions in the Facility Agreement shall have the same meanings when used in this Supplemental Letter and for the purposes of this Supplemental Letter.

In exchange for, among other things, (a) the full and final settlement of unpaid interest in the amount of $5,833.33 accrued under the Facility Agreement until 31 March 2019, (b) the neutralization of the Applicable Interest Rate for the period from 1 April 2019 until 31 December 2019 and (c) the waiver of the mandatory prepayment obligation of Clause 5 (Mandatory Prepayment) of the Facility Agreement, the Lender and the Borrower have entered into a Securities and Purchase Agreement dated 9 May 2019 with respect to 1,823,529 units of the Borrower, each unit consisting of (i) one common share par value $0.0001 per share, (ii) one Class B Warrant, and (iii) one Class C Warrant, for $3.40 per unit.

This Supplemental Letter sets out the terms and conditions on which the Lender agrees, at the request of the Borrower, to amend a certain provision of the Facility Agreement and waive a certain obligation under the Facility Agreement as described in Clause 1.1 below.

1.1	We hereby confirm our approval, consent and acceptance of the following with effect as of 1 April 2019:

To delete the definition of “Applicable Interest Rate” in Clause 1.2 (Definitions) of the Facility Agreement in its entirety and replacing it with the following:

“"Applicable Interest Rate" means:

(a)

during the period commencing on 1 April 2019 and ending on 31 December 2019 (inclusive), 0 per cent. per annum;

(b)

during the period commencing on 1 January 2020 and ending on the Final Repayment Date, 6 per cent. per annum;

(c)

if the First Repayment Instalment is deferred to the Balloon Repayment Instalment pursuant to Clause 4.2 (Deferral of First Repayment Instalment), at all times thereafter, 8.5 per cent. per annum;”;

To waive the obligation in Clause 5 (Mandatory Prepayment) of the Facility Agreement of the Borrower to prepay the full or any part of the Loan by utilizing an amount equal to not less than 25 per cent. of the net proceeds of the public offering of securities concluded by the Borrower on 13 May 2019 pursuant to the Form F-1 Registration Statement with No. 333-221058; and

2	Governing law and Jurisdiction

Clause 12 (Governing Law and Jurisdiction) of the Facility Agreement, as amended and supplemented by this Supplemental Letter, shall apply to this Supplemental Letter as if it were expressly incorporated in it.

3	Process Agent

The Borrower, hereby, irrevocably appoints Messrs. E.J.C Album Solicitors, presently of Landmark House, 190 Willifield Way, London, NW11 6YA, England (Attention of Mr. Edward Album Tel +44 (0) 20 8455 7653, Fax +44 (0) 20 8457 5558, e-mail: ejca@mitgr.com), to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English Courts which are connected with this Supplemental Letter.

Please confirm your agreement by signing the acknowledgement below.

Yours faithfully

/s/ Alastair Macdonald
Alastair Macdonald

29 May 2019
for and on behalf of
Jelco Delta Holding Corp.
as Lender

We hereby acknowledge receipt of the above Supplemental Letter and confirm our agreement to the terms hereof.

/s/ Stavros Gyftakis
Stavros Gyftakis

29 May 2019
for and on behalf of
Seanergy Maritime Holdings Corp.
as Borrower