Exhibit 4.6


 





Globus
Maritime Limited

Equity Incentive Plan of Globus Maritime Limited


 


ARTICLE
I.

General


 


1.1.
        Purpose


 


The
Globus Maritime Limited 2012 Equity Incentive Plan (the “Plan”) is designed to provide certain key Persons
(as defined below), whose initiative and efforts are deemed to be important to the successful conduct of the business of Globus
Maritime Limited, a company formed under the laws of Jersey and domesticated as a corporation into the Marshall Islands (the “Company”),
with incentives to (a) enter into and remain in the service of the Company or its Affiliates (as defined below), (b) acquire
a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance
of the Company.


 


1.2.
        Administration


 


(a)           Administration.
The Plan shall be administered by the remuneration committee (the “Remuneration Committee”) of the Company’s
Board of Directors (the “Board”) or such other committee of the Board as may be designated by the Board to administer
the Plan (the “Administrator”); provided that in the event the Company is subject to Section 16
of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”), the Administrator shall be composed
of two or more directors, each of whom is a “Non-Employee Director” (a “Non-Employee Director”) under
Rule 16b-3 (as promulgated and interpreted by the Securities and Exchange Commission (the “SEC”) under the 1934 Act,
or any successor rule or regulation thereto as in effect from time to time). Subject to the terms of the Plan and applicable law,
and in addition to other express powers and authorizations conferred on the Administrator by the Plan, the Administrator shall
have the full power and authority to: (1) designate the Persons to receive Awards (as defined below) under the Plan; (2) determine
the types of Awards granted to a participant under the Plan; (3) determine the number of shares to be covered by, or with
respect to which payments, rights or other matters are to be calculated with respect to, Awards; (4) determine the terms
and conditions of any Awards; (5) determine whether, and to what extent, and under what circumstances, Awards may be settled
or exercised in cash, shares, other securities, other Awards or other property, or cancelled, forfeited or suspended, and the
methods by which Awards may be settled, exercised, cancelled, forfeited or suspended; (6) determine whether, to what extent,
and under what circumstances cash, shares, other securities, other Awards, other property and other amounts payable with respect
to an Award shall be deferred, either automatically or at the election of the holder thereof or the Administrator; (7) construe,
interpret and implement the Plan and any Award Agreement (as defined below); (8) prescribe, amend, rescind or waive rules
and regulations relating to the Plan, including rules governing its operation, and appoint such agents as it shall deem appropriate
for the proper administration of the Plan; (9) make all determinations necessary or advisable in administering the Plan;
(10) correct any defect, supply any omission and reconcile any inconsistency in the Plan or any Award Agreement; and (11) make
any other determination and take any other action that the Administrator deems necessary or desirable for the administration of
the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions
under or with respect to the Plan or any Award shall be within the sole discretion of the Administrator, may be made at any time
and shall be final, conclusive and binding upon all Persons.


 






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(b)           General
Right of Delegation. Except to the extent prohibited by applicable law, the applicable rules of a stock exchange or any charter,
by-laws or other agreement governing the Administrator, the Administrator may delegate all or any part of its responsibilities
to any Person or Persons selected by it and may revoke any such allocation or delegation at any time.


 


(c)           Indemnification.
No member of the Board, the Administrator or any employee of the Company or an Affiliate (each such Person, a "Covered
Person") shall be liable for any action taken or omitted to be taken or any determination made in good faith with respect
to the Plan or any Award hereunder. Each Covered Person shall be indemnified and held harmless by the Company against and from
(i) any loss, cost, liability or expense (including attorneys' fees) that may be imposed upon or incurred by such Covered
Person in connection with or resulting from any action, suit or proceeding to which such Covered Person may be a party or in which
such Covered Person may be involved by reason of any action taken or omitted to be taken under the Plan or any Award Agreement
and (ii) any and all amounts paid by such Covered Person, with the Company's approval, in settlement thereof, or paid by such
Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person; provided
that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once
the Company gives notice of its intent to assume the defense, the Company shall have sole control over such defense with counsel
of the Company's choice. The foregoing right of indemnification shall not be available to a Covered Person to the extent that
a court of competent jurisdiction in a final judgment or other final adjudication, in either case not subject to further appeal,
determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted from such Covered
Person's bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by
law or by the Company's Amended and Restated Articles of Incorporation or Amended and Restated By-Laws. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to which Covered Persons may be entitled under the
Company's Amended and Restated Articles of Incorporation or Amended and Restated By-Laws, as a matter of law, or otherwise, or
any other power that the Company may have to indemnify such Persons or hold them harmless.


 


(d)           Delegation
of Authority to Senior Officers. The Administrator may, in accordance with the terms of Section 1.2(b), delegate, on
such terms and conditions as it determines, to one or more senior officers of the Company the authority to make grants of Awards
to employees (other than officers) of the Company and its Subsidiaries (as defined below)(including any such prospective employee)
and consultants of the Company and its Subsidiaries; provided, however, that in no event shall any such officer
be delegated the authority to grant Awards to, or amend Awards held by, the following individuals: (i) individuals who are
subject to Section 16 of the 1934 Act, or (ii) officers of the Company (or directors of the Company) to whom authority
to grant or amend Awards has been delegated hereunder.


 






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(e)           Awards
to Non-Employee Directors. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion,
at any time and from time to time, grant Awards to Non-Employee Directors or administer the Plan with respect to such Awards.
In any such case, the Board shall have all the authority and responsibility granted to the Administrator herein.


 


1.3.
        Persons Eligible for
Awards


 


The
Persons eligible to receive Awards under the Plan are those directors, officers and employees (including any prospective officer
or employee) of the Company and its Subsidiaries and Affiliates and consultants and service providers (including individuals who
are employed by or provide services to any entity that is itself such a consultant or service provider) to the Company and its
Subsidiaries and Affiliates (collectively, “Key Persons”) as the Administrator shall select.


 


1.4.
        Types of Awards


 


Awards
may be made under the Plan in the form of (a) stock options, (b) stock appreciation rights, (c) restricted stock,
(d) restricted stock units and (e) unrestricted stock, all as more fully set forth in the Plan. The term “Award”
means any of the foregoing that are granted under the Plan.


 


1.5.
        Shares Available for
Awards; Adjustments for Changes in Capitalization


 


(a)           Maximum
Number. Subject to adjustment as provided in Section 1.5(c), the aggregate number of shares of common stock of the Company,
par value $0.004 (“Common Stock”), with respect to which Awards may at any time be granted under the Plan shall
be 1,000,000. The following shares of Common Stock shall again become available for Awards under the Plan: (i) any shares
that are subject to an Award under the Plan and that remain unissued upon the cancellation or termination of such Award for any
reason whatsoever; (ii) any shares of restricted stock forfeited pursuant to the Plan or the applicable Award Agreement;
provided that any dividend equivalent rights with respect to such shares that have not theretofore been directly remitted
to the grantee are also forfeited; and (iii) any shares in respect of which an Award is settled for cash without the delivery
of shares to the grantee. Any shares tendered or withheld to satisfy the grant or exercise price or tax withholding obligation
pursuant to any Award shall again become available to be delivered pursuant to Awards under the Plan.


 


(b)           Source
of Shares. Shares issued pursuant to the Plan may be authorized but unissued Common Stock or treasury shares. The Administrator
may direct that any stock certificate evidencing shares issued pursuant to the Plan shall bear a legend setting forth such restrictions
on transferability as may apply to such shares.


 


(c)           Adjustments.
(i)  In the event that the Administrator determines that any dividend or other distribution (whether in the form of
cash, Company shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Company shares or other securities of the Company,
issuance of warrants or other rights to purchase Company shares or other securities of the Company, or other similar corporate
transaction or event affects the Company shares such that an adjustment is determined by the Administrator to be appropriate or
desirable, then the Administrator shall, in such manner as it may deem equitable or desirable, adjust any or all of the number
of shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards
may be granted under the Plan.


 






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(ii)           The
Administrator is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition
of unusual or nonrecurring events (including the events described in Section 1.5(c)(i) or the occurrence of a Change in Control
(as defined below) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes
in applicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles
or law, whenever the Administrator determines that such adjustments are appropriate or desirable, including providing for (A) adjustment
to (1) the number of shares or other securities of the Company (or number and kind of other securities or property) subject
to outstanding Awards or to which outstanding Awards relate and (2) the Exercise Price (as defined below) with respect to
any Award and (B) a substitution or assumption of Awards, accelerating the exercisability or vesting of, or lapse of restrictions
on, Awards, or accelerating the termination of Awards by providing for a period of time for exercise prior to the occurrence of
such event, or, if deemed appropriate or desirable, providing for a cash payment to the holder of an outstanding Award in consideration
for the cancellation of such Award (it being understood that, in such event, any option or stock appreciation right having a per
share Exercise Price equal to, or in excess of, the Fair Market Value (as defined below) of a share subject to such option or
stock appreciation right may be cancelled and terminated without any payment or consideration therefor).


 


(iii)           In
the event of (A) a dissolution or liquidation of the Company, (B) a sale of all or substantially all the Company’s
assets or (C) a merger, reorganization or consolidation involving the Company or one of its Subsidiaries (as defined below),
the Administrator shall have the power to:


 


(1)  provide
that outstanding options, stock appreciation rights and/or restricted stock units (including any related dividend equivalent right)
shall either continue in effect, be assumed or an equivalent award shall be substituted therefor by the successor corporation
or a parent corporation or subsidiary corporation;


 


(2)  cancel,
effective immediately prior to the occurrence of such event, options, stock appreciation rights and/or restricted stock units
(including each dividend equivalent right related thereto) outstanding immediately prior to such event (whether or not then exercisable)
and, in full consideration of such cancellation, pay to the holder of such Award a cash payment in an amount equal to the excess,
if any, of the Fair Market Value (as of a date specified by the Administrator) of the shares subject to such Award over the aggregate
Exercise Price of such Award (it being understood that, in such event, any option or stock appreciation right having a per share
Exercise Price equal to, or in excess of, the Fair Market Value of a share subject to such option or stock appreciation right
may be cancelled and terminated without any payment or consideration therefor); or


 






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(3)  notify
the holder of an option or stock appreciation right in writing or electronically that each option and stock appreciation right
shall be fully vested and exercisable for a period of 30 days from the date of such notice, or such shorter period as the Administrator
may determine to be reasonable, and the option or stock appreciation right shall terminate upon the expiration of such period
(which period shall expire no later than immediately prior to the consummation of the corporate transaction).


 


 


1.6.
        Definitions of Certain
Terms


 


(a)           “Affiliate”
shall mean (i) any entity that, directly or indirectly, is controlled by, controls or is under common control with, the Company
and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Administrator.


 


(b)           Unless
otherwise set forth in an Award Agreement, in connection with a termination of employment or consultancy/service relationship
or a dismissal from Board membership, for purposes of the Plan, the term “for Cause” shall mean any of the following:


 


(A)                      any
failure by the grantee substantially to perform the grantee’s employment or consulting/service or Board membership duties;


 


(B)                      any
excessive unauthorized absenteeism by the grantee;


 


(C)                      any
refusal by the grantee to obey the lawful orders of the Board or any other Person to whom the grantee reports;


 


(D)                      any
act or omission by the grantee that is or may be materially injurious to the Company or any Affiliate, whether monetarily, reputationally
or otherwise;


 


(E)                      any
act by the grantee that is materially inconsistent with the best interests of the Company or any Affiliate;


 


(F)                      the
grantee’s gross negligence that is injurious to the Company or any Affiliate, whether monetarily, reputationally or otherwise;


 


(G)                      the
grantee’s material violation of any of the policies of the Company or an Affiliate, as applicable, including, without limitation,
those policies relating to insider trading;


 


(H)                      the
grantee’s material breach of his or her employment or service contract with the Company or any Affiliate;


 


(I)                       the
grantee’s unauthorized (1) removal from the premises of the Company or an Affiliate of any document (in any medium
or form) relating to the Company or an Affiliate or the customers or clients of the Company or an Affiliate or (2) disclosure
to any Person of any of the Company’s, or any Affiliate’s, confidential or proprietary information;


 






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(J)                       the
grantee’s being convicted of, or entering a plea of guilty or nolo contendere to, any crime that constitutes a felony or
involves moral turpitude; and


 


(K)                      the
grantee’s commission of any act involving dishonesty or fraud.


 


Any
rights the Company or its Affiliates may have under the Plan in respect of the events giving rise to a termination or dismissal
“for Cause” shall be in addition to any other rights the Company or its Affiliates may have under any other agreement
with a grantee or at law or in equity. Any determination of whether a grantee’s employment, consultancy/service relationship
or Board membership is (or is deemed to have been) terminated “for Cause” shall be made by the Administrator. If,
subsequent to a grantee’s voluntary termination of employment or consultancy/service relationship or voluntarily resignation
from the Board or involuntary termination of employment or consultancy/service relationship without Cause or removal from the
Board other than “for Cause”, it is discovered that the grantee’s employment or consultancy/service relationship
or Board membership could have been terminated “for Cause”, the Administrator may deem such grantee’s employment
or consultancy/service relationship or Board membership to have been terminated “for Cause” upon such discovery and
determination by the Administrator.


 


(c)           “Code”
shall mean the Internal Revenue Code of 1986, as amended.


 


(d)           “Exercise
Price” shall mean (i) in the case of options, the price specified in the applicable Award Agreement as the price-per-share
at which such share can be purchased pursuant to the option or (ii) in the case of stock appreciation rights, the price specified
in the applicable Award Agreement as the reference price-per-share used to calculate the amount payable to the grantee.


 


(e)           The
“Fair Market Value” of a share of Common Stock on any day shall be the closing price on the stock exchange upon which
such shares are listed, as reported for such day in The Wall Street Journal, or, if no such price is reported for such day, the
average of the high bid and low asked price of Common Stock as reported for such day. If no quotation is made for the applicable
day, the Fair Market Value of a share of Common Stock on such day shall be determined in the manner set forth in the preceding
sentence for the next preceding trading day. Notwithstanding the foregoing, if there is no reported closing price or high bid/low
asked price that satisfies the preceding sentences, or if otherwise deemed necessary or appropriate by the Administrator, the
Fair Market Value of a share of Common Stock on any day shall be determined by such methods and procedures as shall be established
from time to time by the Administrator. The “Fair Market Value” of any property other than Common Stock shall be the
fair market value of such property determined by such methods and procedures as shall be established from time to time by the
Administrator.


 






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(f)           “Person”
shall mean any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association,
joint venture, joint stock company, governmental body or other entity of any kind.


 


(g)           “Subsidiary”
shall mean any entity in which the Company, directly or indirectly, has a 50% or more equity interest.


 


ARTICLE
II.

Awards Under The Plan


 


2.1.
        Agreements Evidencing
Awards


 


Each
Award granted under the Plan shall be evidenced by a written certificate (“Award Agreement”), which shall contain
such provisions as the Administrator may deem necessary or desirable and which may, but need not, require execution or acknowledgment
by a grantee. The Award shall be subject to all of the terms and provisions of the Plan and the applicable Award Agreement.


 


2.2.
        Grant of Stock Options
and Stock Appreciation Rights


 


(a)           Stock
Option Grants. The Administrator may grant stock options (“options”) to purchase shares of Common Stock from the
Company to such Key Persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions,
as the Administrator shall determine, subject to the provisions of the Plan. No option will be treated as an “incentive
stock option” for purposes of the Code.


 


(b)           Stock
Appreciation Right Grants; Types of Stock Appreciation Rights. The Administrator may grant stock appreciation rights to such
Key Persons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the
Administrator shall determine, subject to the provisions of the Plan. The terms of a stock appreciation right may provide that
it shall be automatically exercised for a payment upon the happening of a specified event that is outside the control of the grantee
and that it shall not be otherwise exercisable. Stock appreciation rights may be granted in connection with all or any part of,
or independently of, any option granted under the Plan.


 


(c)           Nature
of Stock Appreciation Rights. The grantee of a stock appreciation right shall have the right, subject to the terms of the
Plan and the applicable Award Agreement, to receive from the Company an amount equal to (i) the excess of the Fair Market
Value of a share of Common Stock on the date of exercise of the stock appreciation right over the Exercise Price of the stock
appreciation right, multiplied by (ii) the number of shares with respect to which the stock appreciation right is exercised.
Each Award Agreement with respect to a stock appreciation right shall set forth the Exercise Price of such Award and, unless otherwise
specifically provided in the Award Agreement, the Exercise Price of a stock appreciation right shall equal the Fair Market Value
of a share of Common Stock on the date of grant; provided that in no event may such Exercise Price be less than the greater
of (A) the Fair Market Value of a share of Common Stock on the date of grant and (B) the par value of a share of Common
Stock. Payment upon exercise of a stock appreciation right shall be in cash or in shares of Common Stock (valued at their Fair
Market Value on the date of exercise of the stock appreciation right) or any combination of both, all as the Administrator shall
determine. Upon the exercise of a stock appreciation right granted in connection with an option, the number of shares subject
to the option shall be reduced by the number of shares with respect to which the stock appreciation right is exercised. Upon the
exercise of an option in connection with which a stock appreciation right has been granted, the number of shares subject to the
stock appreciation right shall be reduced by the number of shares with respect to which the option is exercised.


 






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(d)           Option
Exercise Price. Each Award Agreement with respect to an option shall set forth the Exercise Price of such Award and, unless
otherwise specifically provided in the Award Agreement, the Exercise Price of an option shall equal the Fair Market Value of a
share of Common Stock on the date of grant; provided that in no event may such Exercise Price be less than the greater
of (i) the Fair Market Value of a share of Common Stock on the date of grant and (ii) the par value of a share of Common
Stock.


 


2.3.
        Exercise of Options
and Stock Appreciation Rights


 


Subject
to the other provisions of this Article II and the Plan, each option and stock appreciation right granted under the Plan
shall be exercisable as follows:


 


(a)           Timing
and Extent of Exercise. Options and stock appreciation rights shall be exercisable at such times and under such conditions
as determined by the Administrator and set forth in the corresponding Award Agreement, but in no event shall any portion of such
Award be exercisable subsequent to the tenth anniversary of the date on which such Award was granted. Unless the applicable Award
Agreement otherwise provides, an option or stock appreciation right may be exercised from time to time as to all or part of the
shares as to which such Award is then exercisable.


 


(b)           Notice
of Exercise. An option or stock appreciation right shall be exercised by the filing of a written notice with the Company and
with the Company’s designated exchange agent (the “Exchange Agent”), on such form and in such manner as the
Administrator shall prescribe.


 


(c)           Payment
of Exercise Price. Any written notice of exercise of an option shall be accompanied by payment for the shares being purchased.
Such payment shall be made: (i) by certified or official bank check (or the equivalent thereof acceptable to the Company
or its Exchange Agent) for the full option Exercise Price; (ii) with the consent of the Administrator, which consent shall
be given or withheld in the sole discretion of the Administrator, by delivery of shares of Common Stock having a Fair Market Value
(determined as of the exercise date) equal to all or part of the option Exercise Price and a certified or official bank check
(or the equivalent thereof acceptable to the Company or its Exchange Agent) for any remaining portion of the full option Exercise
Price; or (iii) at the sole discretion of the Administrator and to the extent permitted by law, by such other provision, consistent
with the terms of the Plan, as the Administrator may from time to time prescribe (whether directly or indirectly through the Exchange
Agent), or by any combination of the foregoing payment methods.


 






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(d)           Delivery
of Certificates Upon Exercise. Subject to Sections 3.2, 3.4 and 3.13, promptly after receiving payment of the full
option Exercise Price, or after receiving notice of the exercise of a stock appreciation right for which the Administrator determines
payment will be made partly or entirely in shares, the Company or its Exchange Agent shall (i) deliver to the grantee, or to such
other Person as may then have the right to exercise the Award, a certificate or certificates for the shares of Common Stock for
which the Award has been exercised or, in the case of stock appreciation rights, for which the Administrator determines will be
made in shares or (ii) establish an account evidencing ownership of the stock in uncertificated form.  If the method of payment
employed upon an option exercise so requires, and if applicable law permits, an optionee may direct the Company or its Exchange
Agent, as the case may be, to deliver the stock certificate(s) to the optionee’s stockbroker.


 


(e)           No
Stockholder Rights. No grantee of an option or stock appreciation right (or other Person having the right to exercise such
Award) shall have any of the rights of a stockholder of the Company with respect to shares subject to such Award until the issuance
of a stock certificate to such Person for such shares. Except as otherwise provided in Section 1.5(c), no adjustment shall
be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other
property) for which the record date is prior to the date such stock certificate is issued.


 


2.4.
        Termination of Employment;
Death Subsequent to a Termination of Employment


 


(a)           General
Rule. Except to the extent otherwise provided in paragraphs (b), (c), (d), (e) or (f) of this Section 2.4 or
Section 3.5(b)(iii), a grantee who incurs a termination of employment or consultancy/service relationship or dismissal from
the Board may exercise any outstanding option or stock appreciation right on the following terms and conditions: (i) exercise
may be made only to the extent that the grantee was entitled to exercise the Award on the date of termination of employment or
consultancy/service relationship or dismissal from the Board, as applicable; and (ii) exercise must occur within three months
after termination of employment or consultancy/service relationship or dismissal from the Board but in no event after the original
expiration date of the Award.


 


(b)           Dismissal
“for Cause”. If a grantee incurs a termination of employment or consultancy/service relationship or dismissal
from the Board “for Cause”, all options and stock appreciation rights not theretofore exercised shall immediately
terminate upon the grantee’s termination of employment or consultancy/service relationship or dismissal from the Board.


 


(c)           Retirement.
If a grantee incurs a termination of employment or consultancy/service relationship or dismissal from the Board as the result
of his or her retirement (as defined below), then any outstanding option or stock appreciation right shall, to the extent exercisable
at the time of such retirement, remain exercisable for a period of three years after such retirement; provided that in
no event may such option or stock appreciation right be exercised following the original expiration date of the Award. For this
purpose, “retirement” shall mean a grantee’s resignation of employment or consultancy/service relationship or
dismissal from the Board, with the Company’s or its applicable Affiliate’s prior consent, on or after (i) his
or her 65th birthday, (ii) the date on which he or she has attained age 60 and completed at least five years of service
with the Company or one or more of its Affiliates (using any method of calculation the Administrator deems appropriate) or (iii) if
approved by the Administrator, on or after his or her having completed at least 20 years of service with the Company or one
or more of its Affiliates (using any method of calculation the Administrator deems appropriate).


 






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(d)           Disability.
If a grantee incurs a termination of employment or consultancy/service relationship or a dismissal from the Board by reason of
a disability (as defined below), then any outstanding option or stock appreciation right shall, to the extent exercisable at the
time of such termination or dismissal, remain exercisable for a period of one year after such termination or dismissal; provided
that in no event may such option or stock appreciation right be exercised following the original expiration date of the Award.
For this purpose, “disability” shall mean any physical or mental condition that would qualify the grantee for a disability
benefit under the long-term disability plan maintained by the Company or an Affiliate, as applicable, or, if there is no such
plan, a physical or mental condition that prevents the grantee from performing the essential functions of the grantee’s
position (with or without reasonable accommodation) for a period of six consecutive months. For the avoidance of doubt, the existence
of such disability shall not constituted a “Cause” as defined in Section 1.6. The existence of a disability shall
be determined by the Administrator.


 


(e)           Death.


 


(i)           
Termination of Employment as a Result of Grantee’s Death. If a grantee incurs a termination of employment
or consultancy/service relationship or leaves the Board as the result of his or her death, then any outstanding option or stock
appreciation right shall, to the extent exercisable at the time of such death, remain exercisable for a period of one year after
such death; provided that in no event may such option or stock appreciation right be exercised following the original expiration
date of the Award.


 


(ii)           Restrictions
on Exercise Following Death. Any such exercise of an Award following a grantee’s death shall be made only by the grantee’s
executor or administrator or other duly appointed representative reasonably acceptable to the Administrator, unless the grantee’s
will specifically disposes of such Award, in which case such exercise shall be made only by the recipient of such specific disposition.
If a grantee’s personal representative or the recipient of a specific disposition under the grantee’s will shall be
entitled to exercise any Award pursuant to the preceding sentence, such representative or recipient shall be bound by all the
terms and conditions of the Plan and the applicable Award Agreement which would have applied to the grantee.


 


(f)           Administrator
Discretion. The Administrator may, in writing, waive or modify the application of the foregoing provisions of this Section 2.4.


 






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2.5.
        Transferability of
Options and Stock Appreciation Rights


 


Except
as otherwise provided in an applicable Award Agreement evidencing an option or stock appreciation right, during the lifetime of
a grantee, each such Award granted to a grantee shall be exercisable only by the grantee, and no such Award shall be assignable
or transferable other than by will or by the laws of descent and distribution. The Administrator may, in any applicable Award
Agreement evidencing an option or stock appreciation right, permit a grantee to transfer all or some of the options or stock appreciation
rights to (a) the grantee’s spouse, children or grandchildren (“Immediate Family Members”), (b) a
trust or trusts for the exclusive benefit of such Immediate Family Members or (c) other parties approved by the Administrator.
Following any such transfer, any transferred options and stock appreciation rights shall continue to be subject to the same terms
and conditions as were applicable immediately prior to the transfer.


 


2.6.
        Grant of Restricted
Stock


 


(a)           Restricted
Stock Grants. The Administrator may grant restricted shares of Common Stock to such Key Persons, in such amounts and subject
to such vesting and forfeiture provisions and other terms and conditions as the Administrator shall determine, subject to the
provisions of the Plan. A grantee of a restricted stock Award shall have no rights with respect to such Award unless such grantee
accepts the Award within such period as the Administrator shall specify by accepting delivery of a restricted stock Award Agreement
in such form as the Administrator shall determine and, in the event the restricted shares are newly issued by the Company, makes
payment to the Company or its Exchange Agent by certified or official bank check (or the equivalent thereof acceptable to the
Administrator) in an amount at least equal to the par value of the shares covered by the Award (which payment may be waived at
the time of grant of the restricted stock Award to the extent the restricted shares granted hereunder are otherwise deemed to
be fully paid and non-assessable).


 


(b)           Issuance
of Stock Certificate. Promptly after a grantee accepts a restricted stock Award in accordance with Section 2.6(a), subject
to Sections 3.2, 3.4 and 3.13, the Company or its Exchange Agent shall issue to the grantee a stock certificate or stock
certificates for the shares of Common Stock covered by the Award or shall establish an account evidencing ownership of the stock
in uncertificated form. Upon the issuance of such stock certificates, or establishment of such account, the grantee shall have
the rights of a stockholder with respect to the restricted stock, subject to: (i) the nontransferability restrictions and
forfeiture provisions described in the Plan (including paragraphs (d) and (e) of this Section 2.6); (ii) in
the Administrator’s sole discretion, a requirement, as set forth in the Award Agreement, that any dividends paid on such
shares shall be held in escrow and, unless otherwise determined by the Administrator, shall remain forfeitable until all restrictions
on such shares have lapsed; and (iii) any other restrictions and conditions contained in the applicable Award Agreement.


 


(c)           Custody
of Stock Certificate. Unless the Administrator shall otherwise determine, any stock certificates issued evidencing shares
of restricted stock shall remain in the possession of the Company until such shares are free of any restrictions specified in
the applicable Award Agreement. The Administrator may direct that such stock certificates bear a legend setting forth the applicable
restrictions on transferability.


 






    	 	11	 



     


    

 


(d)           Nontransferability.
Shares of restricted stock may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of prior to the
lapsing of all restrictions thereon, except as otherwise specifically provided in this Plan or the applicable Award Agreement.
The Administrator at the time of grant shall specify the date or dates (which may depend upon or be related to the attainment
of performance goals and other conditions) on which the nontransferability of the restricted stock shall lapse.


 


(e)           Consequence
of Termination of Employment. Unless otherwise set forth in the applicable Award Agreement, (i) a grantee’s termination
of employment or consultancy/service relationship and/or dismissal/resignation from the Board for any reason other than death
or disability (as defined in the Plan) shall cause the immediate forfeiture of all shares of restricted stock that have not yet
vested as of the date of such termination of employment or consultancy/service relationship and/or dismissal/resignation from
the Board and (ii) if a grantee incurs a termination of employment or consultancy/service relationship or dismissal from
the Board as the result of his or her death or disability, all shares of restricted stock that have not yet vested as of the date
of such termination or departure from the Board shall immediately vest as of such date. Unless otherwise determined by the Administrator,
all dividends paid on shares forfeited under this Section 2.6(e) that have not theretofore been directly remitted to the
grantee shall also be forfeited, whether by termination of any escrow arrangement under which such dividends are held or otherwise.
The Administrator may, in writing, waive or modify the application of the foregoing provisions of this Section 2.6(e).


 


2.7.
        Grant of Restricted
Stock Units


 


(a)           Restricted
Stock Unit Grants. The Administrator may grant restricted stock units to such Key Persons, and in such amounts and subject
to such vesting and forfeiture provisions and other terms and conditions, as the Administrator shall determine, subject to the
provisions of the Plan. A restricted stock unit granted under the Plan shall confer upon the grantee a right to receive from the
Company, conditioned upon the occurrence of such vesting event as shall be determined by the Administrator and specified in the
Award Agreement, the number of such grantee’s restricted stock units that vest upon the occurrence of such vesting event
multiplied by the Fair Market Value of a share of Common Stock on the date of vesting. Payment upon vesting of a restricted stock
unit shall be in cash or in shares of Common Stock (valued at their Fair Market Value on the date of vesting) or both, all as
the Administrator shall determine, and such payments shall be made to the grantee at such time as provided in the Award Agreement.


 


(b)           Dividend
Equivalents. The Administrator may include in any Award Agreement with respect to a restricted stock unit a dividend equivalent
right entitling the grantee to receive amounts equal to the ordinary dividends that would be paid, during the time such Award
is outstanding and unvested, on the shares of Common Stock underlying such Award if such shares were then outstanding. In the
event such a provision is included in a Award Agreement, the Administrator shall determine whether such payments shall be (i) paid
to the holder of the Award, as specified in the Award Agreement, either (A) at the same time as the underlying dividends
are paid, regardless of the fact that the restricted stock unit has not theretofore vested, or (B) at the time at which the
Award’s vesting event occurs, conditioned upon the occurrence of the vesting event, (ii) made in cash, shares of Common
Stock or other property and (iii) subject to such other vesting and forfeiture provisions and other terms and conditions
as the Administrator shall deem appropriate and as shall be set forth in the Award Agreement.


 






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(c)           Consequence
of Termination of Employment. Unless otherwise set forth in the applicable Award Agreement, (i) a grantee’s termination
of employment or consultancy/service relationship and/or dismissal/resignation from the Board for any reason other than death
or disability (as defined in the Plan) shall cause the immediate forfeiture of all restricted stock units that have not yet vested
as of the date of such termination of employment or consultancy/service relationship and/or dismissal/resignation from the Board
and (ii) if a grantee incurs a termination of employment or consultancy/service relationship or dismissal from the Board
as the result of his or her death or disability, all restricted stock units that have not yet vested as of the date of such termination
or departure from the Board shall immediately vest as of such date. Unless otherwise determined by the Administrator, any dividend
equivalent rights on any restricted stock units forfeited under this Section 2.7(c) that have not theretofore been directly
remitted to the grantee shall also be forfeited, whether by termination of any escrow arrangement under which such dividends are
held or otherwise. The Administrator may, in writing, waive or modify the application of the foregoing provisions of this Section 2.7(c).


 


(d)           No
Stockholder Rights. No grantee of a restricted stock unit shall have any of the rights of a stockholder of the Company with
respect to such Award unless and until a stock certificate is issued with respect to such Award upon the vesting of such Award
(it being understood that the Administrator shall determine whether to pay any vested restricted stock unit in the form of cash
or Company shares or both), which issuance shall be subject to Sections 3.2, 3.4 and 3.13. Except as otherwise provided in
Section 1.5(c), no adjustment to any restricted stock unit shall be made for dividends, distributions or other rights (whether
ordinary or extraordinary, and whether in cash, securities or other property) for which the record date is prior to the date such
stock certificate, if any, is issued.


 


(e)           Transferability
of Restricted Stock Units. Except as otherwise provided in an applicable Award Agreement evidencing a restricted stock unit,
no restricted stock unit granted under the Plan shall be assignable or transferable. The Administrator may, in any applicable
Award Agreement evidencing a restricted stock unit, permit a grantee to transfer all or some of the restricted stock units to
(i) the grantee’s Immediate Family Members, (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members
or (iii) other parties approved by the Administrator. Following any such transfer, any transferred restricted stock units shall
continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer.


 






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2.8.
        Grant of Unrestricted
Stock


 


The
Administrator may grant (or sell at a purchase price at least equal to par value) shares of Common Stock free of restrictions
under the Plan to such Key Persons and in such amounts and subject to such forfeiture provisions as the Administrator shall determine.
Shares may be thus granted or sold in respect of past services or other valid consideration.


 


ARTICLE
III.

Miscellaneous


 


3.1.
        Amendment of the Plan;
Modification of Awards


 


(a)           Amendment
of the Plan. The Board may from time to time suspend, discontinue, revise or amend the Plan in any respect whatsoever, except
that no such amendment shall materially impair any rights or materially increase any obligations under any Award theretofore made
under the Plan without the consent of the grantee (or, upon the grantee’s death, the Person having the right to exercise
the Award). For purposes of this Section 3.1, any action of the Board or the Administrator that in any way alters or affects
the tax treatment of any Award shall not be considered to materially impair any rights of any grantee.


 


(b)           Stockholder
Approval Requirement. If required by applicable rules or regulations of a national securities exchange or the SEC, and unless
a specific waiver of the applicability of such rules has been obtained by the pertinent authority, the Company shall obtain stockholder
approval with respect to any amendment to the Plan that (i) expands the types of Awards available under the Plan, (ii) materially
increases the number of shares which may be issued under the Plan (except as permitted pursuant to Section 1.5(c)), (iii) materially
increases the benefits to participants under the Plan, including any material change to (A) permit, or that has the effect
of, a “re-pricing” of any outstanding Award, (B) reduce the price at which shares of options to purchase shares
may be offered or (C) extends the duration of the Plan or (iv) materially expands the class of Persons eligible to receive
Awards under the Plan.


 


(c)           Modification
of Awards. The Administrator may cancel any Award under the Plan. The Administrator also may amend any outstanding Award Agreement,
including, without limitation, by amendment which would: (i) accelerate the time or times at which the Award becomes unrestricted,
vested or may be exercised; (ii) waive or amend any goals, restrictions or conditions set forth in the Award Agreement; or
(iii) waive or amend the operation of Sections 2.4, 2.6(e) or 2.7(c) with respect to the termination of the Award upon
termination of employment or consultancy/service relationship and/or dismissal/resignation from the Board; provided, however,
that no such amendment shall be made without shareholder approval if such approval is necessary to comply with any tax or regulatory
requirement applicable to the Award. However, any such cancellation or amendment (other than an amendment pursuant to Section 1.5,
3.5 or 3.16) that materially impairs the rights or materially increases the obligations of a grantee under an outstanding Award
shall be made only with the consent of the grantee (or, upon the grantee’s death, the Person having the right to exercise
the Award). In making any modification to an Award (e.g., an amendment resulting in a direct or indirect reduction in the
Exercise Price or a waiver or modification under Section 2.4(f), 2.6(e) or 2.7(c)), the Administrator may consider the implications,
if any, of such modification under Sections 409A and 457A of the Code with respect to Awards granted under the Plan to individuals
subject to such provisions of the Code.


 






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3.2.
        Consent Requirement


 


(a)           No
Plan Action Without Required Consent. If the Administrator shall at any time determine that any Consent (as defined below)
is necessary or desirable as a condition of, or in connection with, the granting of any Award under the Plan, the issuance or
purchase of shares or other rights thereunder, or the taking of any other action thereunder (each such action being hereinafter
referred to as a “Plan Action”), then such Plan Action shall not be taken, in whole or in part, unless and until such
Consent shall have been effected or obtained to the full satisfaction of the Administrator.


 


(b)           Consent
Defined. The term “Consent” as used herein with respect to any Plan Action means (i) any and all listings,
registrations or qualifications in respect thereof upon any securities exchange or under any federal, state or local law, rule
or regulation, (ii) any and all written agreements and representations by the grantee with respect to the disposition of
shares, or with respect to any other matter, which the Administrator shall deem necessary or desirable to comply with the terms
of any such listing, registration or qualification or to obtain an exemption from the requirement that any such listing, qualification
or registration be made and (iii) any and all consents, clearances and approvals in respect of a Plan Action by any governmental
or other regulatory bodies.


 


3.3.
        Nonassignability


 


Except
as provided in Sections 2.4(e), 2.5, 2.6(d) or 2.7(e), (a) no Award or right granted to any Person under
the Plan or under any Award Agreement shall be assignable or transferable other than by will or by the laws of descent and distribution
and (b) all rights granted under the Plan or any Award Agreement shall be exercisable during the life of the grantee only
by the grantee or the grantee’s legal representative or the grantee’s permissible successors or assigns (as authorized
and determined by the Administrator). All terms and conditions of the Plan and the applicable Award Agreements will be binding
upon any permitted successors or assigns.


 


3.4.
        Taxes


 


(a)           Withholding.
A grantee or other Award holder under the Plan shall be required to pay, in cash, to the Company, and the Company and Affiliates
shall have the right and are hereby authorized to withhold from any Award, from any payment due or transfer made under any Award
or under the Plan or from any compensation or other amount owing to such grantee or other Award holder, the amount of any applicable
withholding taxes in respect of an Award, its grant, its exercise, its vesting, or any payment or transfer under an Award or under
the Plan, and to take such other action as may be necessary in the opinion of the Company to satisfy all obligations for payment
of such taxes. Whenever shares of Common Stock are to be delivered pursuant to an Award under the Plan, with the approval of the
Administrator, which the Administrator shall have sole discretion whether or not to give, the grantee may satisfy the foregoing
condition by electing to have the Company withhold from delivery shares having a value equal to the amount of minimum tax required
to be withheld. Such shares shall be valued at their Fair Market Value as of the date on which the amount of tax to be withheld
is determined. Fractional share amounts shall be settled in cash. Such a withholding election may be made with respect to all
or any portion of the shares to be delivered pursuant to an Award as may be approved by the Administrator in its sole discretion.


 






    	 	15	 



     


    

 


(b)           Liability
for Taxes. Grantees and holders of Awards are solely responsible and liable for the satisfaction of all taxes and penalties
that may arise in connection with Awards (including, without limitation, any taxes arising under Sections 409A and 457A of
the Code) and the Company shall not have any obligation to indemnify or otherwise hold any such Person harmless from any or all
of such taxes. The Administrator shall have the discretion to organize any deferral program, to require deferral election forms,
and to grant or, notwithstanding anything to the contrary in the Plan or any Award Agreement, to unilaterally modify any Award
in a manner that (i) conforms with the requirements of Sections 409A and 457A of the Code (to the extent applicable),
(ii) voids any participant election to the extent it would violate Sections 409A or 457A of the Code (to the extent
applicable) and (iii) for any distribution event or election that could be expected to violate Section 409A of the Code,
make the distribution only upon the earliest of the first to occur of a "permissible distribution event" within the
meaning of Section 409A of the Code or a distribution event that the participant elects in accordance with Section 409A
of the Code. The Administrator shall have the sole discretion to interpret the requirements of the Code, including, without limitation,
Sections 409A and 457A, for purposes of the Plan and all Awards.


 


3.5.
        Change in Control1


 


(a)           Change
in Control Defined. Unless otherwise set forth in the applicable Award Agreement, for purposes of the Plan, “Change
in Control” shall mean the occurrence of any of the following:


 


(i)           any
“person” (as defined in Section 13(d)(3) of the 1934 Act), company or other entity (other than (A) the
Company, (B) any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its
Affiliates, (C) any company or other entity owned, directly or indirectly, by the holders of the voting stock of the Company
in substantially the same proportions as their ownership of the aggregate voting power of the capital stock ordinarily entitled
to elect directors of the Company or (D) Firment Trading Limited of Cyprus or any of its Affiliates and Immediate Family
Members of such Affiliates who are natural persons, provided that the Company’s Common Stock remains listed
on a regulated securities exchange) acquires “beneficial ownership” (as defined in Rule 13d-3 under the 1934 Act),
directly or indirectly, of more than 50% of the aggregate voting power of the capital stock ordinarily entitled to elect directors
of the Company;


 





 



1
This definition to be discussed (i.e. whether we need to conform it with the Change
of Control Definitions in the employment agreements of GKK and ESD).




 







    	 	16	 



     


    

 


(ii)          the
sale of all or substantially all the Company’s assets in one or more related transactions to any “person” (as
defined in Section 13(d)(3) of the 1934 Act), company or other entity, other than such a sale (A) to a Subsidiary which
does not involve a material change in the equity holdings of the Company, or (B) to an entity which has acquired all or substantially
all the Company’s assets or (C) to Firment Trading Limited of Cyprus or any of its Affiliates and Immediate Family
Members of such Affiliates who are natural persons) (any such entity described in clause (A), (B) or (C), the “Acquiring
Entity”) if, immediately following such sale, 50% or more of the aggregate voting power of the capital stock ordinarily
entitled to elect directors of the Acquiring Entity (or, if applicable, the ultimate parent entity that directly or indirectly
has beneficial ownership of more than 50% of the aggregate voting power of the capital stock ordinarily entitled to elect directors
of the Acquiring Entity) is beneficially owned by the holders of the voting stock of the Company, and such voting power among
the persons who were holders of the voting stock of the Company immediately prior to such sale is, immediately following such
sale, held in substantially the same proportions as the aggregate voting power of the capital stock ordinarily entitled to elect
directors of the Company immediately prior to such sale;


 


(iii)         any
merger, consolidation, reorganization or similar event of the Company or any Subsidiary as a result of which the holders of the
voting stock of the Company immediately prior to such merger, consolidation, reorganization or similar event do not directly or
indirectly hold 50% or more of the aggregate voting power of the capital stock of the surviving entity (or, if applicable, the
ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of the aggregate voting power of
the capital stock ordinarily entitled to elect directors of the surviving entity) and such voting power among the persons who
were holders of the voting stock of the Company immediately prior to such sale is, immediately following such sale, held in substantially
the same proportions as the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Company
immediately prior to such sale; or


 


(iv)         the
approval by the Company’s stockholders of a plan of complete liquidation or dissolution of the Company.


 


Notwithstanding
the foregoing, unless otherwise set forth in the applicable Award Agreement, for each Award subject to Section 409A of the
Code, a Change in Control shall be deemed to occur under this Plan with respect to such Award only if a change in the ownership
or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company shall also
be deemed to have occurred under Section 409A of the Code, provided that such limitation shall apply to such Award
only to the extent necessary to avoid adverse tax effects under Section 409A of the Code.


 


(b)           Effect
of a Change in Control. Unless the Administrator provides otherwise in an Award Agreement, upon the occurrence of a Change
in Control:


 


(i)           notwithstanding
any other provision of this Plan, any Award then outstanding shall become fully vested and any restriction and forfeiture provisions
thereon imposed pursuant to the Plan and the Award Agreement shall lapse and any Award in the form of an option or stock appreciation
right shall be immediately exercisable;


 






    	 	17	 



     


    

 


(ii)          to
the extent permitted by law and not otherwise limited by the terms of the Plan, the Administrator may amend any Award Agreement
in such manner as it deems appropriate;


 


(iii)         a
grantee who incurs a termination of employment or consultancy/service relationship or dismissal from the Board for any reason,
other than a termination or dismissal “for Cause”, concurrent with or within one year following the Change in Control
may exercise any outstanding option or stock appreciation right, but only to the extent that the grantee was entitled to exercise
the Award on the date of his or her termination of employment or consultancy/service relationship or dismissal from the Board,
until the earlier of (A) the original expiration date of the Award and (B) the later of (x) the date provided for
under the terms of Section 2.4 without reference to this Section 3.5(b)(iii) and (y) the first anniversary of the
grantee’s termination of employment or consultancy/service relationship or dismissal from the Board.


 


(c)               
Miscellaneous. Whenever deemed appropriate by the Administrator, any action referred to in paragraph (b)(ii)
of this Section 3.5 may be made conditional upon the consummation of the applicable Change in Control transaction. For purposes
of the Plan and any Award Agreement granted hereunder, the term “Company” shall include any successor to Globus Maritime
Limited.


 


3.6.
        Operation and Conduct
of Business


 


Nothing
in the Plan or any Award Agreement shall be construed as limiting or preventing the Company or any Affiliate from taking any action
with respect to the operation and conduct of their business that they deem appropriate or in their best interests, including any
or all adjustments, recapitalizations, reorganizations, exchanges or other changes in the capital structure of the Company or
any Affiliate, any merger or consolidation of the Company or any Affiliate, any issuance of Company shares or other securities
or subscription rights, any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common
Stock or other securities or rights thereof, any dissolution or liquidation of the Company or any Affiliate, any sale or transfer
of all or any part of the assets or business of the Company or any Affiliate, or any other corporate act or proceeding, whether
of a similar character or otherwise.


 


3.7.
        No Rights to Awards


 


No
Key Person or other Person shall have any claim to be granted any Award under the Plan.


 


3.8.
        Right of Discharge
Reserved


 


Nothing
in the Plan or in any Award Agreement shall confer upon any grantee the right to continue his or her employment with the Company
or any Affiliate, his or her consultancy/service relationship with the Company or any Affiliate, or his or her position as a director
of the Company or any Affiliate, or affect any right that the Company or any Affiliate may have to terminate such employment or
consultancy/service relationship or service as a director.


 






    	 	18	 



     


    

 


3.9.
        Non-Uniform Determinations


 


The
Administrator’s determinations and the treatment of Key Persons and grantees and their beneficiaries under the Plan need
not be uniform and may be made and determined by the Administrator selectively among Persons who receive, or who are eligible
to receive, Awards under the Plan (whether or not such Persons are similarly situated). Without limiting the generality of the
foregoing, the Administrator shall be entitled, among other things, to make non-uniform and selective determinations, and to enter
into non-uniform and selective Award Agreements, as to (a) the Persons to receive Awards under the Plan, (b) the types
of Awards granted under the Plan, (c) the number of shares to be covered by, or with respect to which payments, rights or
other matters are to be calculated with respect to, Awards and (d) the terms and conditions of Awards.


 


3.10.
     Other Payments or Awards


 


Nothing
contained in the Plan shall be deemed in any way to limit or restrict the Company from making any award or payment to any Person
under any other plan, arrangement or understanding, whether now existing or hereafter in effect.


 


3.11.
     Headings


 


Any
section, subsection, paragraph or other subdivision headings contained herein are for the purpose of convenience only and are
not intended to expand, limit or otherwise define the contents of such subdivisions.


 


3.12.
     Effective Date and Term of Plan


 


(a)           Adoption;
Stockholder Approval. The Plan was adopted by the Board on October 22, 2012. The Board may, but need not, make the granting
of any Awards under the Plan subject to the approval of the Company’s stockholders.


 


(b)           Termination
of Plan. The Board may terminate the Plan at any time. All Awards made under the Plan prior to its termination shall remain
in effect until such Awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the
applicable Award Agreements. No Awards may be granted under the Plan following the tenth anniversary of the date on which the
Plan was adopted by the Board.


 






    	 	19	 



     


    

 


3.13.
     Restriction on Issuance of Stock Pursuant
to Awards


 


The
Company shall not permit any shares of Common Stock to be issued pursuant to Awards granted under the Plan unless such shares
of Common Stock are fully paid and non-assessable under applicable law. Notwithstanding anything to the contrary in the Plan or
any Award Agreement, at the time of the exercise of any Award, at the time of vesting of any Award, at the time of payment of
shares of Common Stock in exchange for, or in cancellation of, any Award, or at the time of grant of any unrestricted shares under
the Plan, the Company and the Administrator may, if either shall deem it necessary or advisable for any reason, require the holder
of an Award (a) to represent in writing to the Company that it is the Award holder’s then-intention to acquire the
shares with respect to which the Award is granted for investment and not with a view to the distribution thereof or (b) to
postpone the date of exercise until such time as the Company has available for delivery to the Award holder a prospectus meeting
the requirements of all applicable securities laws; and no shares shall be issued or transferred in connection with
any Award unless and until all legal requirements applicable to the issuance or transfer of such shares have been complied with
to the satisfaction of the Company and the Administrator. The Company and the Administrator shall have the right to condition
any issuance of shares to any Award holder hereunder on such Person’s undertaking in writing to comply with such restrictions
on the subsequent transfer of such shares as the Company or the Administrator shall deem necessary or advisable as a result of
any applicable law, regulation or official interpretation thereof, and all share certificates delivered under the Plan shall be
subject to such stop transfer orders and other restrictions as the Company or the Administrator may deem advisable under the Plan,
the applicable Award Agreement or the rules, regulations and other requirements of the SEC, any stock exchange upon which such
shares are listed, and any applicable securities or other laws, and certificates representing such shares may contain a legend
to reflect any such restrictions. The Administrator may refuse to issue or transfer any shares or other consideration under an
Award if it determines that the issuance or transfer of such shares or other consideration might violate any applicable law or
regulation or entitle the Company to recover the same under Section 16(b) of the 1934 Act, and any payment tendered
to the Company by a grantee or other Award holder in connection with the exercise of such Award shall be promptly refunded to
the relevant grantee or other Award holder. Without limiting the generality of the foregoing, no Award granted under the Plan
shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the
Administrator has determined that any such offer, if made, would be in compliance with all applicable requirements of any applicable
securities laws.


 


3.14.
     Requirement of Notification of Election
Under Section 83(b) of the Code


 


If
an Award recipient, in connection with the acquisition of Company shares under the Plan, makes an election under Section 83(b)
of the Code (to include in gross income in the year of transfer the amounts specified in Section 83(b) of the Code), the
grantee shall notify the Administrator of such election within ten days of filing notice of the election with the U.S. Internal
Revenue Service, in addition to any filing and notification required pursuant to regulations issued under Section 83(b) of
the Code.


 


3.15.
     Severability


 


If
any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction
or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Administrator,
such provision shall be construed or deemed amended to conform to the applicable laws or, if it cannot be construed or deemed
amended without, in the determination of the Administrator, materially altering the intent of the Plan or the Award, such provision
shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full
force and effect.


 






    	 	20	 



     


    

 


3.16.
     Sections 409A and 457A


 


To
the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Sections 409A and 457A of the
Code and Department of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of
the Plan or any applicable Award Agreement to the contrary, in the event that the Administrator determines that any Award may
be subject to Section 409A or 457A of the Code, the Administrator may adopt such amendments to the Plan and the applicable
Award Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect),
or take any other actions, that the Administrator determines are necessary or appropriate to (i) exempt the Plan and Award
from Sections 409A and 457A of the Code and/or preserve the intended tax treatment of the benefits provided with respect
to the Award, or (ii) comply with the requirements of Sections 409A and 457A of the Code and related Department of Treasury
guidance and thereby avoid the application of penalty taxes under Sections 409A and 457A of the Code.


 


3.17.
     Forfeiture; Clawback


 


The
Administrator may, in its sole discretion, specify in the applicable Award Agreement that any realized gain with respect to options
or stock appreciation rights and any realized value with respect to other Awards shall be subject to forfeiture or clawback, in
the event of (a) a grantee’s breach of any non-competition, non-solicitation, confidentiality or other restrictive
covenants with respect to the Company or any of its Affiliates or (ii) a financial restatement that reduces the amount of
bonus or incentive compensation previously awarded to a grantee that would have been earned had results been properly reported.


 


3.18.
     No Trust or Fund Created


 


Neither
the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship
between the Company or any of its Affiliates and an Award recipient or any other Person. To the extent that any Person acquires
a right to receive payments from the Company or any of its Affiliates pursuant to an Award, such right shall be no greater than
the right of any unsecured general creditor of the Company or its Affiliates.


 


3.19.
     No Fractional Shares


 


No
fractional shares shall be issued or delivered pursuant to the Plan or any Award, and the Administrator shall determine whether
cash, other securities, or other property shall be paid or transferred in lieu of any fractional shares or whether such fractional
shares or any rights thereto shall be canceled, terminated, or otherwise eliminated.


 


3.20.
     Governing Law and Jurisdiction 


 


The
Plan will be construed and administered in accordance with the laws of the State of New York, without giving effect to principles
of conflict of laws and, unless otherwise set forth in the applicable Award Agreement, any dispute or claim arising out of or
in connection with the Plan, any applicable Award Agreement, their subject matter or formation (including non-contractual disputes
or claims) shall be subject to the exclusive jurisdiction of the courts of Piraeus, Greece.


 






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