Exhibit 10.5


 


NEITHER
THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS DOCUMENT NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE
HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT
BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED OR EXERCISED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL TO THE HOLDER (IF REQUESTED BY THE COMPANY),
IN A FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD OR ELIGIBLE
TO BE SOLD PURSUANT TO RULE 144 UNDER SAID ACT. THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY
BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a)
OF THIS WARRANT.


 


Globus Maritime Limited


 


Warrant To Purchase Common
Shares


 


Warrant No.:


 





Date of Issuance: February 9, 2017 (“Issuance Date”)


 


Globus Maritime Limited,
a Marshall Islands corporation (the “Company”), hereby certifies that, for good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, [BUYER], the registered
holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to
purchase from the Company, at the Exercise Price (as defined below) then in effect, upon exercise of this Warrant to Purchase Common
Shares (including any Warrants to Purchase Common Shares issued in exchange, transfer or replacement hereof, the “Warrant”),
at any time or times on or after the Issuance Date, but not after 11:59 p.m., New York time, on the Expiration Date (as defined
below), _________________ (subject to adjustment as provided herein) fully paid and non-assessable Common Shares (as defined below)
(the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have
the meanings set forth in Section 16. This Warrant is one of the Warrants to Purchase Common Shares (the “SPA Warrants”)
issued pursuant to Section 2.6(j) of that certain Share and Warrant Purchase Agreement, dated as of February 8, 2017 (the
“Subscription Date”), by and among the Company and the investors (the “Buyers”) referred
to therein, as amended from time to time (the “Securities Purchase Agreement”).


 






     

     


    

 


1.            EXERCISE
OF WARRANT.


 


(a)          Mechanics
of Exercise. Subject to the terms and conditions hereof (including, without limitation, the limitations set forth in Section 1(f)),
this Warrant may be exercised by the Holder on any day on or after the Issuance Date, in whole or in part, by delivery (whether
via facsimile or otherwise) of a written notice, in the form attached hereto as Exhibit A (along with all documents
and opinions required or requested to be delivered as described herein and therein, including Section 1(h), the “Exercise
Notice”), of the Holder’s election to exercise this Warrant. Within one Trading Day following an exercise of this
Warrant as aforesaid, the Holder shall deliver payment to the Company of an amount equal to the Exercise Price in effect on the
date of such exercise multiplied by the number of Warrant Shares as to which this Warrant was so exercised (the “Aggregate
Exercise Price”) in cash or via wire transfer of immediately available funds if the Holder did not notify the Company
in such Exercise Notice that such exercise was made pursuant to a Cashless Exercise (as defined in Section 1(d)). The Holder
shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery
of an Exercise Notice with respect to less than all of the Warrant Shares shall have the same effect as cancellation of the original
of this Warrant and issuance of a new Warrant evidencing the right to purchase the remaining number of Warrant Shares. Execution
and delivery of an Exercise Notice for all of the then-remaining Warrant Shares shall have the same effect as cancellation of the
original of this Warrant after delivery of the Warrant Shares in accordance with the terms hereof. On or before the third full
Trading Day following the date on which the Company has received an Exercise Notice, the Company shall transmit by facsimile or
electronic mail an acknowledgment of confirmation of receipt of such Exercise Notice, in the form attached hereto as Exhibit B,
to the Holder and the Company’s transfer agent (the “Transfer Agent”). On or before the fifth full Trading
Day following the date on which the Company has received such Exercise Notice, so long as the Holder delivers the Aggregate Exercise
Price (or notice of a Cashless Exercise along with an appropriate representation letter of the Holder relating to Rule 144, including
its non-affiliate status and length of time in which it has held this Warrant and lack of material non-public information (the
“Rule 144 Representation Letter”)) on or prior to the first Trading Day following the date of which the Company
has received the Exercise Notice, the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust
Company (“DTC”) Fast Automated Securities Transfer Program, and the Warrant Shares are subject to an effective
resale registration statement in favor of the Holder or, if exercised via Cashless Exercise, can be immediately sold or transferred
by the Holder pursuant to Rule 144 without restrictions on volume or manner of sale irrespective of whether the Company is a reporting
company, upon the request of the Holder, credit such aggregate number of Warrant Shares to which the Holder is entitled pursuant
to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian
system, or (Y) otherwise, issue and deliver (via reputable overnight courier) to the address as specified in the Exercise Notice,
a certificate or book entry notification, registered in the name of the Holder or its designee, for the number of Warrant Shares
to which the Holder shall be entitled pursuant to such exercise, which Warrant Shares shall contain such legends as may be required
pursuant to applicable law and the Securities Purchase Agreement. If this Warrant is submitted in connection with any exercise
pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater
than the number of Warrant Shares being acquired upon an exercise, then, at the request of the Holder, the Company shall as soon
as practicable and at its own expense issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 6(d))
representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant,
less the number of Warrant Shares with respect to which this Warrant is exercised. No fractional Common Shares are to be issued
upon the exercise of this Warrant, but rather the number of Common Shares to be issued shall be rounded down to the nearest whole
number. The Company shall pay any and all transfer, stamp, issuance and similar taxes, costs and expenses (including, without limitation,
fees and expenses of the Transfer Agent) that may be payable with respect to the issuance and delivery of Warrant Shares to the
Holder upon exercise of this Warrant. Notwithstanding the foregoing, the Company’s failure to deliver Warrant Shares to the
Holder on or prior to the later of ((i) five full Trading Days after receipt of the applicable Exercise Notice and (ii) three full
Trading Days after the Company’s receipt of the Aggregate Exercise Price (or valid notice of a Cashless Exercise along with
the Rule 144 Representation Letter (such later date, the “Share Delivery Date”) shall not be deemed to be a
breach of this Warrant. Notwithstanding anything to the contrary contained in this Warrant or the Registration Rights Agreement,
after the effective date of the Registration Statement (as defined in the Registration Rights Agreement), the Company shall cause
the Transfer Agent to deliver unlegended Common Shares to the Holder (or its designee) in connection with any sale of Registrable
Securities (as defined in the Registration Rights Agreement) with respect to which the Holder has entered into a contract for sale,
and delivered a copy of the prospectus included as part of the particular Registration Statement to the extent applicable, and
for which the Holder has not yet settled. From the Issuance Date through and including the Expiration Date, the Company shall maintain
a transfer agent that participates in the DTC’s Fast Automated Securities Transfer Program. If an Exercise Notice is not
accompanied by all relevant documents and opinions required to be included therein, including documentation necessary to ensure
compliance with applicable securities laws, it shall be automatically deemed, without any further action, as if such Exercise Notice
had not been sent by the Holder, and the Company shall not be required to issue any Common Shares relating thereto or take any
other action. The Holder agrees that if any Warrant Shares were unlegended due to an effective registration statement covering
the sale of such Warrant Shares no longer being effective, and such Warrant Shares are not eligible to be sold, assigned or transferred
under Rule 144 without manner of sale or volume limitations irrespective of whether the Company is a reporting company, then the
Holder shall return the Warrant Shares to direct, book entry notation and any certificates or statements shall bear a legend as
required by the “blue sky” laws of any state and a restrictive legend in substantially the form contained in the Securities
Purchase Agreement (and a stop-transfer order may be placed against transfer of such Securities).


 






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(b)          Exercise
Price. For purposes of this Warrant, “Exercise Price” means $1.60, subject to adjustment as provided herein.


 


(c)          Company’s
Failure to Timely Deliver Securities. If on or prior to the Share Delivery Date the Company shall fail to issue and deliver
to the Holder (or its designee) a certificate or book entry statement and register such Common Shares on the Company’s share
register or, if the Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program and the Warrant Shares
are subject to an effective resale registration statement in favor of the Holder or, if exercised via Cashless Exercise, can be
immediately sold or transferred by the Holder pursuant to Rule 144 without restrictions on volume or manner of sale irrespective
of whether the Company is a reporting company, the Transfer Agent shall fail to credit the balance account of the Holder or the
Holder’s designee with DTC for the number of Common Shares to which the Holder is entitled upon the Holder’s exercise
hereunder, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) Common Shares
to deliver in satisfaction of a sale by the Holder of Common Shares issuable upon such exercise that the Holder anticipated receiving
from the Company, then the Company shall, within five Trading Days after the Holder’s request promptly honor its obligation
to so issue and deliver to the Holder a certificate or certificates or book entry statement representing such Warrant Shares or
credit the balance account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Warrant Shares
to which the Holder is entitled upon the Holder’s exercise hereunder (as the case may be) and pay cash to the Holder in an
amount equal to the excess (if any) of an amount equal to the Holder’s total purchase price (including brokerage commissions
and other out-of-pocket expenses, if any) for the Common Shares so purchased over the product of (A) such number of Common Shares
multiplied by (B) the sale price per Common Share that the Holder agreed to sell and for which Common Shares the Holder anticipated
receiving from the Company. Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder
in equity, such as a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely
deliver certificates representing Common Shares (or to electronically deliver such Common Shares or deliver book entry statements)
upon the exercise of this Warrant as required pursuant to the terms hereof. Notwithstanding anything herein to the contrary, this
Section 1(c) shall not apply to the Holder to the extent the Company has already paid such amounts in full to such Holder pursuant
to an analogous sections of the Securities Purchase Agreement.


 






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(d)          Cashless
Exercise. This Section 1(d) shall not apply, and has no force and effect, until six months after the Issuance Date. Notwithstanding
anything contained herein to the contrary (other than Section 1(f) below and the first sentence of this Section 1(d)), if
a registration statement covering the resale of the Warrant Shares that are subject to the Exercise Notice is not available for
the resale of such unavailable Warrant Shares and the Warrant Shares are not otherwise eligible to be sold, assigned or transferred
without manner of sale or volume limitations, then the Holder may, in its sole discretion, exercise this Warrant in whole or in
part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of
the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of Common Shares determined
according to the following formula (a “Cashless Exercise”):


 


	 	Net Number =  	(A x B) - (A x C)	 
	 	 	B	 


 


For purposes of the
foregoing formula:


 


A= the total number of shares with
respect to which this Warrant is then being exercised.


 


B = the quotient of (x) the sum
of the VWAP of the Common Shares of each of the twenty (20) Trading Days ending at the close of business on the Principal Market
(or, if the Principal Market is not the principal trading market for such security, then on the principal securities exchange or
securities market on which such security is then traded) immediately prior to the time of exercise as set forth in the applicable
Exercise Notice, divided by (y) twenty (20).


 


C = the
Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.


 






    	 	4	 



     


    

 


For purposes of Rule
144(d) promulgated under the Securities Act, as in effect on the date hereof, it is intended that the Warrant Shares issued in
a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be
deemed to have commenced, on the date this Warrant was originally issued pursuant to the Securities Purchase Agreement.


 


The Company shall issue
Warrant Shares with a legend as provided in the Securities Purchase Agreement.


 


(e)          Disputes.
In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the number of Warrant Shares
to be issued pursuant to the terms hereof, the Company shall promptly issue to the Holder the number of Warrant Shares that are
not disputed and resolve such dispute in accordance with Section 10.


 






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(f)          Limitations
on Exercises. Notwithstanding anything to the contrary herein, the Company shall not effect the exercise of any portion of
this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to the terms and conditions
of this Warrant and any such exercise shall be null and void and treated as if never made, to the extent that after giving effect
to such exercise, the Holder together with the other Attribution Parties to which the Company is aware holds securities of the
Company collectively would beneficially own in excess of 4.99% or such other percentage as specified in the Securities Purchase
Agreement (the “Maximum Percentage”) of the number of Common Shares outstanding immediately after giving effect
to such exercise. For purposes of the foregoing sentence, the aggregate number of Common Shares beneficially owned by the Holder
and the other Attribution Parties shall include the number of Common Shares held by the Holder and all other Attribution Parties
plus the number of Common Shares issuable upon exercise of this Warrant with respect to which the determination of such sentence
is being made, but shall exclude Common Shares which would be issuable upon (A) exercise of the remaining, unexercised portion
of this Warrant beneficially owned by the Holder or any of the other Attribution Parties and (B) exercise or conversion of the
unexercised or unconverted portion of any other securities of the Company (including, without limitation, any convertible notes
or convertible preferred shares or warrants, including other SPA Warrants) beneficially owned by the Holder or any other Attribution
Party subject to a limitation on conversion or exercise analogous to the limitation contained in this Section 1(f). For purposes
of this Section 1(f), beneficial ownership shall be calculated in accordance with Section 13(d) of the 1934 Act. For purposes of
this Warrant, in determining the number of outstanding Common Shares the Holder may acquire upon the exercise of this Warrant without
exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares as reflected in (x) the Company’s
most recent Annual Report on Form 20-F, Current Report on Form 6-K or other public filing with the Securities and Exchange Commission,
as the case may be, (y) a more recent public announcement by the Company or (z) any other written notice by the Company or the
Transfer Agent, if any, setting forth the number of Common Shares outstanding (the “Reported Outstanding Share Number”).
If the Company receives an Exercise Notice from the Holder at a time when the actual number of outstanding Common Shares is less
than the Reported Outstanding Share Number, the Company shall (i) notify the Holder in writing of the number of Common Shares then
outstanding and, to the extent that such Exercise Notice would otherwise cause the Holder’s beneficial ownership, as determined
pursuant to this Section 1(f), to exceed the Maximum Percentage, the Holder must notify the Company of a reduced number of Warrant
Shares to be purchased pursuant to such Exercise Notice (the number of shares by which such purchase is reduced, the “Reduction
Shares”) and (ii) as soon as reasonably practicable, the Company shall return to the Holder any exercise price paid by
the Holder for the Reduction Shares. For any reason at any time, upon the written or oral request of the Holder, the Company shall
within three Business Days confirm orally and in writing or by electronic mail to the Holder the number of Common Shares then outstanding.
In any case, the number of outstanding Common Shares shall be determined after giving effect to the conversion or exercise of securities
of the Company, including this Warrant, by the Holder and any other Attribution Party since the date as of which the Reported Outstanding
Share Number was reported. In the event that the issuance of Common Shares to the Holder upon exercise of this Warrant results
in the Holder and the other Attribution Parties being deemed to beneficially own, in the aggregate, more than the Maximum Percentage
of the number of outstanding Common Shares (as determined under Section 13(d) of the 1934 Act), the number of shares so issued
by which the Holder’s and the other Attribution Parties’ aggregate beneficial ownership exceeds the Maximum Percentage
(the “Excess Shares”) shall be deemed null and void and shall be cancelled ab initio, and the Holder shall not
have the power to vote or to transfer the Excess Shares. As soon as reasonably practicable after the issuance of the Excess Shares
has been deemed null and void, the Company shall return to the Holder the exercise price paid by the Holder for the Excess Shares.
Upon delivery of a written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage
to any other percentage not in excess of 9.99% (unless there is a higher percentage specified in the Securities Purchase Agreement,
in which case such higher percentage shall prevail) as specified in such notice; provided that (i) any such increase in the Maximum
Percentage will not be effective until the sixty-first (61st) day after such notice is delivered to the Company and
(ii) any such increase or decrease will apply only to the Holder and the other Attribution Parties and not to any other holder
of SPA Warrants that is not an Attribution Party of the Holder. For purposes of clarity, the Common Shares issuable pursuant to
the terms of this Warrant in excess of the Maximum Percentage shall not be deemed to be beneficially owned by the Holder for any
purpose including for purposes of Section 13(d) or Rule 16a-1(a)(1) of the 1934 Act. The provisions of this paragraph shall be
construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to the extent necessary
to correct this paragraph or any portion of this paragraph which may be defective or inconsistent with the intended beneficial
ownership limitation contained in this Section 1(f) or to make changes or supplements necessary or desirable to properly give effect
to such limitation. The limitation contained in this paragraph may not be waived and shall apply to a successor holder of this
Warrant.


 






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(g)          Reservation
of Shares.


 


(i)          Required
Reserve Amount. So long as this Warrant remains outstanding, the Company shall at all times keep reserved for issuance under
this Warrant a number of Common Shares at least equal to 100% of the maximum number of Common Shares as shall be necessary to satisfy
the Company’s obligation to issue Common Shares under the SPA Warrants then outstanding (without regard to any limitations
on exercise) (the “Required Reserve Amount”); provided that at no time shall the number of Common Shares reserved
pursuant to this Section 1(g)(i) be reduced other than proportionally in connection with any exercise or redemption of SPA Warrants
or such other event covered by Section 2(a) below. The Required Reserve Amount (including, without limitation, each increase in
the number of shares so reserved) shall be allocated pro rata among the holders of the SPA Warrants based on number of Common Shares
issuable upon exercise of SPA Warrants held by each holder on the Closing Date (without regard to any limitations on exercise)
or increase in the number of reserved shares, as the case may be (the “Authorized Share Allocation”). In the
event that a holder shall sell or otherwise transfer any of such holder’s SPA Warrants, each transferee shall be allocated
a pro rata portion of such holder’s Authorized Share Allocation. Any Common Shares reserved and allocated to any Person which
ceases to hold any SPA Warrants shall be allocated to the remaining holders of SPA Warrants, pro rata based on the number of Common
Shares issuable upon exercise of the SPA Warrants then held by such holders (without regard to any limitations on exercise).


 


(ii)         Insufficient
Authorized Shares. If, notwithstanding Section 1(g)(i) above, and not in limitation thereof, at any time while any of the SPA
Warrants remain outstanding, the Company does not have a sufficient number of authorized and unreserved Common Shares to satisfy
its obligation to reserve the Required Reserve Amount (an “Authorized Share Failure”), then the Company shall
immediately take all action necessary to increase the Company’s authorized Common Shares to an amount sufficient to allow
the Company to reserve the Required Reserve Amount for all the SPA Warrants then outstanding. Without limiting the generality of
the foregoing sentence, as soon as practicable after the date of the occurrence of an Authorized Share Failure, but in no event
later than sixty (60) days after the occurrence of such Authorized Share Failure, the Company shall call a meeting of its shareholders
for the approval of an increase in the number of authorized Common Shares. In connection with such meeting, the Company shall provide
each shareholder with a proxy statement and shall use its best efforts to solicit its shareholders’ approval of such increase
in authorized Common Shares and to cause its board of directors to recommend to the shareholders that they approve such proposal.


 


(h)          Restrictions
on Exercise. Notwithstanding anything hereon to the contrary, this Warrant may not be exercised if the issuance of the Warrant
Shares upon such exercise would constitute a violation of any applicable federal or state securities laws or other laws or regulations.
Without limiting the generality of the foregoing, the Company may reasonably request information and documentation from the Holder,
including the location of exercise of the warrant, to ensure compliance with Regulation S promulgated under the Securities Act
(to the extent that Regulation S is used as the exemption to issue Warrant Shares), or to ensure compliance with any other exemption
of the registration requirements of the Securities Act utilized by the Holder, and the Holder shall promptly comply with any such
request.


 


2.            ADJUSTMENT
OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and number of Warrant Shares issuable upon exercise of
this Warrant are subject to adjustment from time to time as set forth in this Section 2.


 






    	 	7	 



     


    

 


(a)          Share
Dividends and Splits. If the Company, at any time on or after the Subscription Date, (i) pays a share dividend on one or more
classes of its then outstanding Common Shares or otherwise makes a distribution on any class of share capital that is payable in
Common Shares, (ii) subdivides (by any share split, share dividend, recapitalization or otherwise) one or more classes of its then
outstanding Common Shares into a larger number of shares or (iii) combines (by combination, reverse share split or otherwise) one
or more classes of its then outstanding Common Shares into a smaller number of shares, then in each such case the Exercise Price
shall be multiplied by a fraction of which the numerator shall be the number of Common Shares outstanding immediately before such
event and of which the denominator shall be the number of Common Shares outstanding immediately after such event. Any adjustment
made pursuant to clause (i) of this paragraph shall become effective immediately after the record date for the determination of
shareholders entitled to receive such dividend or distribution, and any adjustment pursuant to clause (ii) or (iii) of this paragraph
shall become effective immediately after the effective date of such subdivision or combination. If any event requiring an adjustment
under this paragraph occurs during the period that an Exercise Price is calculated hereunder, then the calculation of such Exercise
Price shall be adjusted appropriately to reflect such event. Simultaneously with any adjustment to the Exercise Price pursuant
to this Section 2(a), the number of Warrant Shares that may be purchased upon exercise of this Warrant shall be increased
or decreased proportionately, so that after such adjustment the aggregate Exercise Price payable hereunder for the adjusted number
of Warrant Shares shall be the same as the aggregate Exercise Price in effect immediately prior to such adjustment (without regard
to any limitations on exercise contained herein).


 


(b)          Calculations.
All calculations under this Section 2 shall be made by rounding to the nearest cent or the nearest 1/100th of a
share, as applicable. The number of Common Shares outstanding at any given time shall not include shares owned or held by or for
the account of the Company, and the disposition of any such shares shall be considered an issuance or sale of Common Shares.


 


(c)          No
Other Adjustments. Other than as described in Section 2 (but subject to Section 3), no adjustment need be made for the issuance
of any additional Common Shares, preferred shares convertible into Common Shares, or debt, warrants, options or other instruments
or securities whether or not convertible into or exercisable for Common Shares.


 






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3.            FUNDAMENTAL
TRANSACTIONS.


 


(a)          Fundamental
Transactions. The Company shall not enter into or be party to a Fundamental Transaction unless the Successor Entity assumes
in writing all of the obligations of the Company under this Warrant and the other Operative Documents (as defined in the Securities
Purchase Agreement) in accordance with the provisions of this Section 3(a) pursuant to written agreements in form and substance
satisfactory to the Required Holders and approved by the Required Holders prior to such Fundamental Transaction, including agreements,
if so requested by the Holder, to deliver to each holder of SPA Warrants in exchange for such SPA Warrants a security of the Successor
Entity evidenced by a written instrument substantially similar in form and substance to this Warrant, including, without limitation,
an adjusted exercise price equal to the value for the Common Shares reflected by the terms of such Fundamental Transaction and
exercisable for a corresponding number of shares of capital stock equivalent to the Common Shares acquirable and receivable upon
exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction,
and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account
the relative value of the Common Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock,
such adjustments to the number of shares of capital stock and such exercise price being for the purpose of protecting the economic
value of this Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the consummation of a Fundamental
Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of the applicable Fundamental
Transaction, the provisions of this Warrant referring to the “Company” shall refer instead to the Successor Entity),
and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant
with the same effect as if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction
in which the Company is not the Successor Entity, the Successor Entity shall deliver to the Holder confirmation that there shall
be issued upon exercise of this Warrant at any time after the consummation of the applicable Fundamental Transaction, in lieu of
the Common Shares (or other securities, cash, assets or other property) issuable upon the exercise of this Warrant prior to the
applicable Fundamental Transaction, such common equity of the Successor Entity (including its parent) which the Holder would have
been entitled to receive upon the happening of the applicable Fundamental Transaction had this Warrant been exercised immediately
prior to the applicable Fundamental Transaction (without regard to any limitations on the exercise of this Warrant), as adjusted
in accordance with the provisions of this Warrant. Notwithstanding the foregoing, and without limiting Section 1(f) hereof, the
Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 4(a) to permit the
Fundamental Transaction without the assumption of this Warrant. In addition to and not in substitution for any other rights hereunder,
prior to the consummation of each Fundamental Transaction pursuant to which holders of Common Shares are entitled to receive securities
or other assets with respect to or in exchange for Common Shares (a “Corporate Event”), the Company shall make
appropriate provision to ensure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any
time after the consummation of the applicable Fundamental Transaction but prior to the Expiration Date, in lieu of the shares of
the Common Shares (or other securities, cash, assets or other property) issuable upon the exercise of the Warrant prior to such
Fundamental Transaction, such shares, securities, cash, assets or any other property whatsoever (including warrants or other purchase
or subscription rights) which the Holder would have been entitled to receive upon the happening of the applicable Fundamental Transaction
had this Warrant been exercised immediately prior to the applicable Fundamental Transaction (without regard to any limitations
on the exercise of this Warrant) only to the extent that the Holder did not have an opportunity to exercise this Warrant prior
to the Fundamental Transaction (it being agreed that if the Company provides the notice in accordance with Section 7(iii), then
the Holder shall automatically be deemed to have an opportunity to exercise this Warrant).


 


(b)          Application.
The provisions of this Section 3 shall apply similarly and equally to successive Fundamental Transactions and Corporate Events
and shall be applied as if this Warrant (and any such subsequent warrants) were fully exercisable and without regard to any limitations
on the exercise of this Warrant (provided that the Holder shall continue to be entitled to the benefit of the Maximum Percentage,
applied however with respect to shares of capital stock registered under the 1934 Act and thereafter receivable upon exercise of
this Warrant (or any such other warrant)).


 






    	 	9	 



     


    

 


4.            NON-CIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation, Bylaws or
through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issuance or sale of
securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant,
and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect
the rights of the Holder. Without limiting the generality of the foregoing, the Company (a) shall not increase the par value of
any Common Shares receivable upon the exercise of this Warrant above the Exercise Price then in effect, and (b) shall take all
such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable
Common Shares upon the exercise of this Warrant. Notwithstanding anything herein to the contrary, if after the sixty (60) calendar
day anniversary of the Issuance Date, the Holder is not permitted to exercise this Warrant in full for any reason (other than
pursuant to restrictions set forth in Section 1(f) hereof or applicable securities laws), the Company shall use its best efforts
to promptly remedy such failure, including, without limitation, obtaining such consents or approvals as necessary to permit such
exercise into Common Shares.


 


5.            WARRANT
HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in its capacity as a
holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of capital stock of the Company
for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in its capacity as
the Holder of this Warrant, any of the rights of a shareholder of the Company or any right to vote, give or withhold consent to
any corporate action (whether any reorganization, issue of shares, reclassification of shares, consolidation, merger, conveyance
or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the
Holder of the Warrant Shares which the Holder is then entitled to receive upon the due exercise of this Warrant. In addition,
nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon
exercise of this Warrant or otherwise) or as a shareholder of the Company, whether such liabilities are asserted by the Company
or by creditors of the Company. Notwithstanding this Section 5, the Company shall provide the Holder with copies of the same
notices and other information given to the shareholders of the Company generally, contemporaneously with the giving thereof to
the shareholders.


 


6.            REISSUANCE
OF WARRANTS.


 


(a)          Transfer
of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company, whereupon the Company
will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 6(d)), registered
as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and,
if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance
with Section 6(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred.


 






    	 	10	 



     


    

 


(b)          Lost,
Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by
the Holder to the Company in customary and reasonable form and, in the case of mutilation, upon surrender and cancellation of this
Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 6(d)) representing
the right to purchase the Warrant Shares then underlying this Warrant.


 


(c)          Exchangeable
for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the
Company, for a new Warrant or Warrants (in accordance with Section 6(d)) representing in the aggregate the right to purchase
the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such
portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, no warrants for
fractional Warrants Shares shall be given.


 


(d)          Issuance
of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant
(i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to
purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 6(a)
or Section 6(c), the Warrant Shares designated by the Holder which, when added to the number of Common Shares underlying the other
new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant),
(iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv)
shall have the same rights and conditions as this Warrant.


 


7.          NOTICES.
Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance
with Section 6.5 of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of
all actions taken pursuant to this Warrant (other than the issuance of Common Shares upon exercise in accordance with the terms
hereof), including in reasonable detail a description of such action and the reason therefor. Without limiting the generality
of the foregoing, the Company will give written notice to the Holder (i) immediately upon each adjustment of the Exercise Price
and the number of Warrant Shares, setting forth in reasonable detail the calculation of such adjustment(s), (ii) at least 15 days
prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon
the Common Shares, (B) with respect to any grants, issuances or sales of any Options, Convertible Securities or rights to purchase
shares, warrants, securities or other property to holders of Common Shares (other than issuances of securities to directors, officers,
employees or consultants of the Company) or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution
or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with
such notice being provided to the Holder, and (iii) at least 10 Trading Days prior to the consummation of any Fundamental Transaction.
To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company
or any of its Subsidiaries, and the Holder has not agreed to receive such material non-public information, the Company hereby
covenants and agrees that the Holder shall not have any duty of confidentiality to the Company, any of its Subsidiaries or any
of their respective officers, directors, employees, affiliates or agents with respect to, or a duty to any of the foregoing not
to trade on the basis of, such material non-public information. It is expressly understood and agreed that the time of execution
specified by the Holder in each Exercise Notice shall be definitive and may not be disputed or challenged by the Company.


 






    	 	11	 



     


    

 


8.            AMENDMENT
AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended or waived and the Company
may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has
obtained the written consent of the Holder. No waiver shall be effective unless it is in writing and signed by an authorized representative
of the waiving party.


 


9.            SEVERABILITY.
If any provision of this Warrant is prohibited by law or otherwise determined to be invalid or unenforceable by a court of competent
jurisdiction, the provision that would otherwise be prohibited, invalid or unenforceable shall be deemed amended to apply to the
broadest extent that it would be valid and enforceable, and the invalidity or unenforceability of such provision shall not affect
the validity of the remaining provisions of this Warrant so long as this Warrant as so modified continues to express, without
material change, the original intentions of the parties as to the subject matter hereof and the prohibited nature, invalidity
or unenforceability of the provision(s) in question does not substantially impair the respective expectations or reciprocal obligations
of the parties or the practical realization of the benefits that would otherwise be conferred upon the parties. The parties will
endeavor in good faith negotiations to replace the prohibited, invalid or unenforceable provision(s) with a valid provision(s),
the effect of which comes as close as possible to that of the prohibited, invalid or unenforceable provision(s).


 


10.          GOVERNING
LAW. This Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning
the construction, validity, interpretation and performance of this Warrant shall be governed by, the internal laws of the State
of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York
or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.
Each of the Holder and the Company hereby irrevocably waives personal service of process and consents to process being served
in any such suit, action or proceeding by mailing a copy thereof to the Company at the address set forth in Section 6.5 of the
Securities Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Each of the Holder and the Company hereby irrevocably submits to the exclusive jurisdiction of the state and federal
courts sitting in The City of New York, Borough of Manhattan, for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any
suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit,
action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Nothing
contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. Nothing contained
herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in
any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or any other
security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder. THE COMPANY AND THE HOLDER
EACH HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE
HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY. To the extent that
the Company, or any of its properties, assets or revenues may have or may hereafter become entitled to any right of immunity in
any such court in which proceedings may at any time be commenced, the Company hereby waives such right to the extent permitted
by law and hereby consents to such relief and enforcement as provided in this Warrant.


 






    	 	12	 



     


    

 


11.          CONSTRUCTION;
HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed
against any Person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part
of, or affect the interpretation of, this Warrant.


 


12.          REMEDIES,
CHARACTERIZATION, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be
cumulative and in addition to all other remedies available under this Warrant and the other Operative Documents, at law or in
equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of
the Holder to pursue damages for any failure by the Company to comply with the terms of this Warrant. The Company acknowledges
that a breach by it of its obligations hereunder may cause irreparable harm to the Holder and that the remedy at law for any such
breach may be inadequate. The Company therefore agrees that, in the event of any such breach or threatened breach, the holder
of this Warrant shall be entitled, in addition to all other available remedies, to specific performance and/or temporary, preliminary
and permanent injunctive or other equitable relief from any court of competent jurisdiction in any such case without the necessity
of proving actual damages and without posting a bond or other security. The Company shall provide all information and documentation
to the Holder that is requested by the Holder to enable the Holder to confirm the Company’s compliance with the terms and
conditions of this Warrant (including, without limitation, compliance with Section 2 hereof). The issuance of shares and
certificates for shares or book entry statements as contemplated hereby upon the exercise of this Warrant shall be made without
charge to the Holder or such shares for any issuance tax or other costs in respect thereof, provided that the Company shall not
be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any Common
Shares in a name other than the Holder.


 


13.          PAYMENT
OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If this Warrant is placed in the hands of an attorney for collection or
enforcement or is collected or enforced through any legal proceeding or the holder otherwise takes action to collect amounts due
under this Warrant or to enforce the provisions of this Warrant, then the Company shall pay the costs incurred by the Holder for
such collection, enforcement or action.


 


14.          TRANSFER.
This Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company, provided that the Holder
shall provide to the Company and its transfer agent an opinion of counsel that such transfer is exempt from registration under
the Securities Act, and whether (or when) the Warrant or Warrant Shares are freely tradable without restriction, it
being understood that Warrant Shares issued pursuant to Regulation S will generally not be freely tradable unless resale
is registered under the Securities Act or pursuant to Rule 144 or another rule promulgated under the Securities Act, and provided,
further, that the transferee provide to the Company all of the representations and warranties contained in Article IV of the Securities
Purchase Agreement as if the transferee were a party thereto.


 






    	 	13	 



     


    

 


15.          Stock
Certificates. Any reference in this Warrant to stock certificates shall mean at the option of the Company, and may be
satisfied by, a book entry notation of stock of the Company or other proof that uncertificated shares have been issued.


 


16.          CERTAIN
DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:


 


(a)          “1934
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.


 


(b)          “Affiliate”
means, with respect to any Person, any other Person that directly or indirectly controls, is controlled by, or is under common
control with, such Person, it being understood for purposes of this definition that “control” of a Person means the
power directly or indirectly either to vote 10% or more of the shares having ordinary voting power for the election of directors
of such Person or direct or cause the direction of the management and policies of such Person whether by contract or otherwise.


 


(c)        
“Approved Share Plan” means any employee benefit plan which has been approved by the board of directors of the
Company prior to or subsequent to the date hereof pursuant to which the Company’s securities may be issued to any employee,
officer or director for services provided to the Company in their capacity as such.


 


(d)          “Attribution
Parties” means, collectively, the following Persons and entities: (i) any investment vehicle, including, any funds, feeder
funds or managed accounts, currently, or from time to time after the Issuance Date, directly or indirectly managed or advised by
the Holder’s investment manager or any of its Affiliates or principals, (ii) any direct or indirect Affiliates of the Holder
or any of the foregoing, (iii) any Person acting or who could be deemed to be acting as a Group together with the Holder or any
of the foregoing and (iv) any other Persons whose beneficial ownership of the Company’s Common Shares would or could be aggregated
with the Holder’s and the other Attribution Parties for purposes of Section 13(d) of the 1934 Act. For clarity, the purpose
of the foregoing is to subject collectively the Holder and all other Attribution Parties to the Maximum Percentage.


 


(e)          “Bloomberg”
means Bloomberg, L.P. or a successor entity.


 


(f)          “Business
Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized
or required by law to remain closed.


 


(g)          “Common
Shares” means (i) the Company’s common shares, par value $0.004 per share, and (ii) any capital stock into
which such common shares shall have been changed or any capital stock resulting from a reclassification of such common shares.


 






    	 	14	 



     


    

 


(h)         “Convertible
Securities” means any shares or other security (other than Options and Excluded Securities) that is at any time and under
any circumstances, directly or indirectly, convertible into, exercisable or exchangeable for, or which otherwise entitles the holder
thereof to acquire, any Common Shares.


 


(i)          “Excluded
Securities” means (i) Common Shares or standard options to purchase Common Shares issued to directors, officers or employees
of the Company for services rendered to the Company in their capacity as such whether or not pursuant to an Approved Share Plan;
(ii) Common Shares issued upon the conversion or exercise of Convertible Securities issued prior to the Subscription Date, provided
that the conversion price of any such Convertible Securities (other than standard options to purchase Common Shares issued pursuant
to an Approved Share Plan that are covered by clause (i) above) is not lowered, none of such Convertible Securities (other than
standard options to purchase Common Shares issued pursuant to an Approved Share Plan that are covered by clause (i) above) are
amended to increase the number of shares issuable thereunder and none of the terms or conditions of any such Convertible Securities
(other than standard options to purchase Common Shares issued pursuant to an Approved Share Plan that are covered by clause (i)
above) are otherwise materially changed in any manner that adversely affects any of the Buyers; (iii) the Common Shares issuable
upon exercise of the SPA Warrants and (iv) Common Shares, warrants and Common Shares issuable upon exercise of warrants, in each
case issued as contemplated by Section 2.6(k) of the Securities Purchase Agreement.


 


(j)          “Expiration
Date” means the date that is the second anniversary of the Issuance Date or, if such date falls on a day other than a
Trading Day or on which trading does not take place on the Principal Market (a “Holiday”), the next date that
is not a Holiday.


 


(k)         
“Fundamental Transaction” means (A) that the Company shall, directly or indirectly, including through subsidiaries,
Affiliates or otherwise, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company
is the surviving corporation) another Subject Entity, in a transaction in which the shareholders of the Company prior to such merger
shall not be the shareholders holding a majority of the post-merged Company’s securities or (ii) sell, assign, transfer,
convey or otherwise dispose of all or substantially all of the properties or assets of the Company to one or more Subject Entities,
or (iii) make, or allow one or more Subject Entities to make, or allow the Company to be subject to or have its Common Shares be
subject to or party to one or more Subject Entities making, a purchase, tender or exchange offer that is accepted by the holders
of at least either (x) 50% of the outstanding Common Shares, (y) 50% of the outstanding Common Shares calculated as if any Common
Shares held by all Subject Entities making or party to, or Affiliated with any Subject Entities making or party to, such purchase,
tender or exchange offer were not outstanding; or (z) such number of Common Shares such that all Subject Entities making or party
to, or Affiliated with any Subject Entity making or party to, such purchase, tender or exchange offer, become collectively the
beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least 50% of the outstanding Common Shares, or (iv) consummate
a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization,
spin-off or scheme of arrangement) with one or more Subject Entities whereby all such Subject Entities, individually or in the
aggregate, acquire, either (x) at least 50% of the outstanding Common Shares, (y) at least 50% of the outstanding Common Shares
calculated as if any Common Shares held by all the Subject Entities making or party to, or Affiliated with any Subject Entity making
or party to, such stock purchase agreement or other business combination were not outstanding; or (z) such number of Common Shares
such that the Subject Entities become collectively the beneficial owners (as defined in Rule 13d-3 under the 1934 Act) of at least
50% of the outstanding Common Shares, (B) that the Company shall, directly or indirectly, including through subsidiaries, Affiliates
or otherwise, in one or more related transactions, allow any Subject Entity individually or the Subject Entities in the aggregate
to be or become the “beneficial owner” (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, whether
through acquisition, purchase, assignment, conveyance, tender, tender offer, exchange, reduction in outstanding Common Shares,
merger, consolidation, business combination, reorganization, recapitalization, spin-off, scheme of arrangement, reorganization,
recapitalization or reclassification or otherwise in any manner whatsoever, of either (x) at least 50% of the aggregate ordinary
voting power represented by issued and outstanding Common Shares not held by all such Subject Entities as of the date of this Warrant
calculated as if any Common Shares held by all such Subject Entities were not outstanding, or (y) a percentage of the aggregate
ordinary voting power represented by issued and outstanding Common Shares or other equity securities of the Company sufficient
to allow such Subject Entities to effect a statutory short form merger or other transaction requiring other shareholders of the
Company to surrender their Common Shares without approval of the shareholders of the Company or (C) directly or indirectly, including
through subsidiaries, Affiliates or otherwise, in one or more related transactions, the issuance of or the entering into any other
instrument or transaction structured in a manner to circumvent, or that circumvents, the intent of this definition in which case
this definition shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this definition
to the extent necessary to correct this definition or any portion of this definition which may be defective or inconsistent with
the intended treatment of such instrument or transaction.


 






    	 	15	 



     


    

 


(l)          “Group”
means a “group” as that term is used in Section 13(d) of the 1934 Act and as defined in Rule 13d-5 thereunder.


 


(m)         “Options”
means, except for Excluded Securities, any rights, warrants or options to subscribe for or purchase Common Shares or Convertible
Securities.


 


(n)         “Person”
means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization,
any other entity or a government or any department or agency thereof.


 


(o)         “Principal
Market” means the Nasdaq Capital Market.


 


(p)          “Registration
Rights Agreement” means that certain registration rights agreement, dated as of the Closing Date, by and among the Company
and the initial holders of the SPA Warrants relating to, among other things, the registration of the resale of the Common Shares
issuable pursuant to the Securities Purchase Agreement and upon exercise of the SPA Warrants, as may be amended from time to time.


 


(q)         “Required
Holders” means the holders of the SPA Warrants representing at least fifty-one percent (51%) of the aggregate number
of then outstanding SPA Warrants.


 






    	 	16	 



     


    

 


(r)          “Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations thereunder.


 


(s)          “Subject
Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group, but Subject
Entity shall not include Mr. Georgios Feidakis or any of his Affiliates.


 


(t)          “Successor
Entity” means the Person formed by, resulting from or surviving any Fundamental Transaction or the Person with which
such Fundamental Transaction shall have been entered into.


 


(u)          “Trading
Day” means, as applicable, any day on which the Common Shares is traded on the Principal Market, or, if the Principal
Market is not the principal trading market for the Common Shares, then on the principal securities exchange or securities market
on which the Common Shares is then traded, provided that “Trading Day” shall not include any day on which the Common
Shares is scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Shares is suspended
from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance
the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).


 


(v)         “VWAP”
means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market (or,
if the Principal Market is not the principal trading market for such security, then on the principal securities exchange or securities
market on which such security is then traded) during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00
p.m., New York time, as reported by Bloomberg through its “HP” function (set to weighted average) or, if the foregoing
does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin
board for such security during the period beginning at 9:30:01 a.m., New York time, and ending at 4:00:00 p.m., New York time,
as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours,
the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as
reported in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the VWAP cannot be calculated
for such security on such date on any of the foregoing bases, the VWAP of such security on such date shall be the fair market value
as mutually determined by the Company and the Holder. All such determinations shall be appropriately adjusted for any share dividend,
share split, share combination, recapitalization or other similar transaction during such period.


 


[signature page follows]


 






    	 	17	 



     


    

 


IN WITNESS WHEREOF,
the Company has caused this Warrant to Purchase Common Shares to be duly executed as of the Issuance Date set out above.


 


	 	Globus Maritime Limited 
	 	 	 
	 	By:	/s/ Athanasios Feidakis
	 	 	Name:  Athanasios Feidakis
	 	 	Title: Chief Executive Officer



 



     

     


    

 


EXHIBIT A


 


EXERCISE
NOTICE


 


TO
BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK


 


GLOBUS MARITIME LIMITED


 


The undersigned holder
hereby elects to exercise the Warrant to Purchase Common Shares No. _______ (the “Warrant”) of Globus Maritime
Limited, a Marshall Islands corporation (the “Company”) as specified below. Capitalized terms used herein and
not otherwise defined shall have the respective meanings set forth in the Warrant.


 


1.           Form
of Exercise Price. The Holder intends that payment of the Aggregate Exercise Price shall be made as:


 





		☐	a “Cash Exercise” with respect to _________________ Warrant Shares; and/or



 


		☐	a “Cashless Exercise” with respect to _______________ Warrant Shares.



 


In the event that the
Holder has elected a Cashless Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the Holder
hereby represents and warrants that this Exercise Notice was executed by the Holder at __________ [a.m.][p.m.] on the date set
forth below.


 


2.           Payment
of Exercise Price. In the event that the Holder has elected a Cash Exercise with respect to some or all of the Warrant Shares
to be issued pursuant hereto, the Holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company
in accordance with the terms of the Warrant.


 


3.           Delivery
of Warrant Shares. The Company shall deliver to Holder, or its designee or agent as specified below, __________ Common Shares
in accordance with the terms of the Warrant. Delivery shall be made to Holder, or for its benefit, as follows:


 


☐           Check here if requesting delivery as
a certificate or book entry statement to the following name and to the following address:


 


	Issue to:	 
	 	 
	 	 
	 	 
	 	 


 


 ☐           Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows:




 


	DTC Participant:	 
	 	 
	DTC Number:	 
	 	 
	Account Number:	 


 






     

     


    

 


4.           [Non-U.S.
Person. By exercise hereof, the Holder certifies that it is not a U.S. person (as defined in Regulation S promulgated under
the Securities Act of 1933) and the Warrant is not being exercised on behalf of a U.S. person.] or [Opinion of Counsel.
An opinion of counsel is enclosed opining that the warrant and the securities delivered upon exercise thereof are exempt from registration
under the Securities Act of 1933, and whether (or when) the Warrant Shares are freely tradable without restriction.]


 


[5.          ONLY
IF BEING EXERCISED PURSUANT TO REGULATION S: Location of Exercise; Distribution Compliance Period. The Holder certifies
that the Warrant has not been exercised within the United States. The Holder acknowledges and understands that all offers and sales
of the Warrant Shares prior to the expiration of the 40-day period commencing the day after the Warrant Shares are issued shall
be made only in accordance with the provisions of Regulation S promulgated under the Securities Act of 1933, pursuant to registration
of the securities under the Securities Act, or pursuant to an available exemption from the registration requirements of the Securities
Act, it being understood that Warrant Shares issued pursuant to Regulation S will generally
not be freely tradable unless resale is registered under the Securities Act or pursuant to Rule 144. Such Holder further represents
and warrants and agrees that the offer or resale of the Warrant Shares by such Holder, if made prior to the expiration of the 40-day
period commencing the day after the date of issuance, shall not be made to a U.S. person (as defined in Regulation S promulgated
under the Securities Act) or for the account or benefit of a U.S. person (other than a distributor). The Holder understands that
the Warrant Shares are characterized as “restricted securities” under the Securities Act inasmuch as they are being
acquired from the Company in a transaction not involving a public offering.]


 


[6.          ONLY
IF BEING EXERCISED PURSUANT TO REGULATION S: Location of Securities. The Holder certifies that the securities delivered
pursuant to the exercise of the Warrant may not be delivered within the United States upon exercise, and has not provided a U.S.
address for any such delivery.]


 


7.           [IF
NOT EXERCISED PURSUANT TO RULE 144 OR PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT: The Warrant Shares are being acquired for
the Holder’s own account, not as a nominee or agent, and with no present intention of distributing the Warrant Shares or
any part thereof, and the Holder has no present intention of selling or granting any participation in or otherwise distributing
the same.] The Holder was not formed for the purpose of acquiring any of the Warrant Shares. If the Holder should in the future
decide to dispose of any of the Warrant Shares, the Holder understands and agrees (a) that it may do so only in compliance with
the Securities Act and applicable state or other securities laws, as then in effect, including a sale contemplated by any registration
statement pursuant to which such securities are being offered, or pursuant to an exemption from the Securities Act, and (b) that
stop-transfer instructions to that effect will be in effect with respect to such Warrant Shares.


 






     

     


    

 


8.           The
Holder has received or has had full access to all the information it considers necessary or appropriate to make an informed investment
decision with respect to the Warrant Shares. The Holder further has had an opportunity to ask questions and receive answers from
the Company regarding the terms and conditions of the Warrant Shares and to obtain additional information and documents necessary
to verify any information furnished to the Holder or to which the Holder had access. The Holder did not receive from the Company
or its agent any offering materials or other documents.


 


9.           The
Holder understands that the purchase of the Warrant Shares involves substantial risk. The Holder represents and warrants to, and
covenants and agrees with, the Company, that it (i) is an “accredited investor” within the meaning of Rule 501 of Regulation
D promulgated pursuant to the Securities Act, (ii) by reason of its business and financial experience has such knowledge, sophistication
and experience in making similar investments and in business and financial matters generally so as to be capable of evaluating
the merits and risks of the prospective investment in the Warrant Shares, (iii) was advised by the Company to obtain United States
counsel, either obtained United States counsel or had a full and fair opportunity and the means to obtain United States counsel
and (iv) is able to bear the economic risk of such investment, would be able to afford a complete loss of such investment.


 


[10.        IF
NOT EXERCISED BY A NON-AFFILIATE PURSUANT TO RULE 144 AFTER ONE YEAR FROM THE ISSUANCE DATE OR PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT: The Holder understands that the Warrant Shares may be characterized as “restricted securities” under the
Securities Act inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under
such laws and applicable regulations such Warrant Shares may be resold (i) without registration under the Securities Act only in
certain limited circumstances or (ii) if such resale is registered under the Securities Act. In this connection, the Holder represents
that it is a sophisticated party knowledgeable with respect to the exemptions from registration under the Securities Act and applicable
state securities laws (including, if available, the rules and regulations promulgated under the Securities Act by which securities
may be sold without filing a registration statement, including but not limited to §§3-4 of the Securities Act, Regulation
D, Regulation S, Rule 144, and Rule 144A).]


 


11.         The
Holder (i) acknowledges that after the issuance of the Warrant Shares, the Holder may be deemed an “affiliate” of the
Company under the Securities Act, (ii) acknowledges understanding the additional restrictions under the Securities Act applicable
to affiliates of the Company, and (iii) either (a) confirms having discussed such restrictions with United States securities counsel
or (b) acknowledges that it both the means and a full and fair opportunity to obtain United States securities counsel and discuss
such restrictions prior to exercising the relevant Warrant.


 






     

     


    

 


12.         The
Holder is not aware any form of general solicitation or general advertising (within the meaning of Regulation D promulgated under
the Securities Act) or directed selling efforts (as defined in Regulation S) relating to the Warrant Shares.


 


13.         The
Holder understands that any certificates or statements evidencing any Warrant Shares may bear a legend as provided in the Securities
Purchase Agreement.


 


14.         [ONLY
IF THE HOLDER WOULD BE AN AFFILIATE OF THE COMPANY AS DEFINED IN RULE 144:] The Holder and its beneficial owners of 20% or more
of the Company’s outstanding voting equity securities, calculated on the basis of voting power (each, a “Covered Person”)
is not subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities
Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3) under the
Securities Act. The Holder has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification
Event. The purchase of the Warrant Shares by the Holder will not subject the Company to any Disqualification Event. There are no
matters that would have triggered disqualification under Rule 506(d)(1) under the Securities Act but occurred before September
23, 2013.]


 


15.         The
Holder is not a broker dealer registered under Section 15(a) of the 1934 Act, or a member of Financial Industry Regulatory Authority,
Inc. or an entity engaged in the business of being a broker-dealer. The Holder is not a distributor as such term is defined in
Regulation S promulgated under the Securities Act.


 


16.         The
Holder understands that the Warrant Shares are being offered and sold to it in reliance upon specific exemptions from the registration
requirements of the Securities Act, the rules and regulations and state securities laws, and that the Company is relying upon the
truth and accuracy of, and the Holder’s compliance with, the representations, warranties, agreements, acknowledgments and
understandings of the Holder set forth herein in order to determine the availability of such exemptions and the eligibility of
the Holder to acquire the Warrant Shares.


 


 


	Date: _____________ __, _____ 	 
	 	 
	______________________	 
	Name of Registered Holder	 


 






     

     


    

 


	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	Tax ID:	 	 
	 	 	 
	 	Facsimile:	 	 



 


	 	E-mail Address:	 	 


 




     

     


    

 


EXHIBIT B


 


ACKNOWLEDGMENT


 


The Company hereby
acknowledges this Exercise Notice and hereby directs ______________ to issue the above indicated number of Common Shares in accordance
with the Transfer Agent Instructions dated _________, 201_, from the Company and acknowledged and agreed to by _______________.


 


	 	Globus Maritime Limited
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title: