**CERTIFICATE OF DESIGNATION, PREFERENCESAND RIGHTS OF**

**SERIES A PREFERRED STOCK OF**

**GLOBUS MARITIME LIMITED**

** **

(Pursuant to Section 35 of the

Business Corporations Act of the Republicof The Marshall Islands)

 

Section 1.          Designationand Amount. Globus Maritime Limited, a Marshall Islands corporation (the “**Company**”), out of its authorized,unissued and undesignated shares of preferred stock, par value $0.001 per share (the “**Preferred Stock**”), herebydesignates Series A Preferred Stock, par value $0.001 per share, referred to herein as “**Series A Preferred Stock**.”The number of shares of Series A Preferred Stock shall initially be 3,347, which number the Board of Directors of the Company (the“**Board of Directors**”) may from time to time increase or decrease (butnot below the number of shares then outstanding).

 

Section 2.          Dividendsand Distributions.

 

(A)      Subjectto the prior and superior rights of the holders of Senior Stock (as defined below), the holders of shares of Series A PreferredStock shall be entitled to receive, if and only if the Board of Directors or the Remuneration Committee determines that funds arelegally available under the Business Corporation Act of the Republic of The Marshall Islands (the “**BCA**”) andother applicable laws and subject to the sole discretion of the Remuneration Committee, as described below, dividends payable incash on such date or dates, within each year, as shall be determined by a unanimous resolution of the Remuneration Committee (eachsuch date being referred to herein as a “**Dividend Determination Date**”). The Remuneration Committee, in its solediscretion, may determine whether to declare and pay dividends to the holders of shares of Series A Preferred Stock on such DividendDetermination Date.

 

(B)      Dividendsdeclared but unpaid shall accrue and be cumulative on outstanding shares of Series A Preferred Stock from the date of issuanceof such shares of Series A Preferred Stock. Accrued but unpaid dividends shall not bear interest. Unless otherwise required bythe BCA or other applicable law, the record date for the determination of holders of shares of Series A Preferred Stock entitledto receive payment of a dividend or distribution declared thereon shall be the day immediately prior to the applicable DividendDetermination Date.

 

(C)      Solong as any Series A Preferred Stock is issued and outstanding:

 

(i)          theCompany shall not declare or pay any dividends whatsoever, nor shall any distribution be made, on any Junior Stock (as definedbelow), other than a dividend or distribution payable in Junior Stock or warrants or other rights to purchase Junior Stock, unlessall declared dividends on Series A Preferred Stock for all past Dividend Determination Dates shall have been paid;

 

 

(ii)         theCompany shall not declare or pay dividends on or make any other distributions on any Parity Stock (as defined below), except dividendspaid ratably on the Series A Preferred Stock and all such Parity Stock on which dividends are payable or in arrears in proportionto the total amounts to which the holders of all such shares are then entitled; and

 

(iii)        theCompany shall not redeem or purchase or otherwise acquire for consideration shares of any Parity Stock, **provided that** theCompany may at any time redeem, purchase or otherwise acquire shares of any such Parity Stock in exchange for Junior Stock.

 

(D)     TheCompany shall not permit any of its subsidiaries to purchase or otherwise acquire for consideration any shares of stock of theCompany unless the Company could, under Paragraph (C) of this Section 2, purchase or otherwise acquire such shares at such timeand in such manner.

 

Section 3.          LiquidationRights.

 

(A)      SeriesA Preferred Stock shall be preferred as to assets over Junior Stock, Common Stock and Class B Stock so that, in the event of thevoluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of Series A Preferred Stock shall beentitled, in conjunction with the holders of Parity Stock, to have set apart for them or to be paid out of assets of the Company,after provision for the holders of Senior Stock (except for the holders of Common Stock and Class B Stock) but before any distributionis made to or set apart for the holders of Junior Stock, Common Stock or Class B Stock, an amount in cash equal to, but in no eventmore than, a sum in cash equal to the dividends declared but unpaid thereon to and including the date of such liquidation, dissolutionor winding up. Following payment to the holders of the Series A Preferred Stock of the full preferential amounts described in thisSection 3, the holders of the Series A Preferred Stock shall have no further right to participate in any assets of the Companyavailable for distribution.

 

(B)      If,upon such liquidation, dissolution or winding up of the Company, the assets of the Company available for distribution to the holdersof its capital stock remaining after provision for the holders of Senior Stock (except for the holders of Common Stock and ClassB Stock) shall be insufficient to permit the distribution in full of the amounts receivable by the holders of Parity Stock andSeries A Preferred Stock pursuant to Paragraph (A) of this Section 3, then all such remaining assets of the Company shall be distributedratably among the holders of Series A Preferred Stock and the holders of Parity Stock in proportion to the amounts which each wouldhave been entitled to receive if such remaining assets were sufficient to permit distribution in full. Neither the consolidationnor merger of the Company nor the sale, lease or transfer by the Company of all or any part of its assets shall be deemed to bea liquidation, dissolution or winding up of the Company for purposes of this Section 3.

 

 

Section 4.          Voting.Except as may be provided in the BCA, a holder of Series A Preferred Stock shall not have any voting rights.

 

Section 5.          Transferability.Notwithstanding anything to the contrary in this Certificate of Designation, holders of shares of Series A Preferred Stock shallnot Transfer (as defined below) the Series A Preferred Stock to any person. Any purported Transfer of the shares of Series A PreferredStock shall be null and void and shall have no force or effect.

 

Section 6.          Redemption.

 

(A)      Upon(i) any purported Transfer of any shares of Series A Preferred Stock, or (ii) the written request of the Remuneration Committeeto any holder of shares of Series A Preferred Stock at any time (which, for the avoidance of doubt, may include without limitationat the written request of a holder of Series A Preferred Stock or in connection with any Significant Corporate Transaction (asdefined below)), the Company shall be entitled to, subject to the BCA and other applicable laws, redeem the shares of Series APreferred Stock at the Redemption Price. “**Redemption Price**” per share of Series A Preferred Stock equals (x)in the event described in subclause (i) in the preceding sentence, the par value of each share of Series A Preferred Stock, and(y) in the event described in subclause (ii) in the preceding sentence, the par value of each share of Series A Preferred Stockplus all declared and unpaid dividends as of the date of redemption plus any additional consideration per share of Series A PreferredStock determined by the Remuneration Committee, at its sole discretion, pursuant to a unanimous resolution issued to this effect.

 

(B)       Noticeof redemption of any Series A Preferred Stock shall be sent by or on behalf of the Company by first class mail, postage prepaid,to the relevant holder at such holder’s address as it appears on the records of the Company or by electronic communicationupon which receipt can be verified (i) notifying such holder of the redemption of the Series A Preferred Stock and of the applicableRedemption Price and (ii) stating the place at which the certificate, if any, evidencing the Series A Preferred Stock shall besurrendered.

 

(C)       Fromand after the notice of redemption having been duly given, and the Redemption Price having been paid or irrevocably set aside forpayment, the relevant Series A Preferred Stock shall no longer be, or be deemed to be, outstanding for any purpose, and all rights,preference and powers (including rights to receive dividends) of such Series A Preferred Stock shall automatically cease and terminate,except the right of the record holder of the Series A Preferred Stock, upon surrender of the certificate, if any, for the SeriesA Preferred Stock, to receive the Redemption Price.

 

Section 7.          CertainDefinitions. The following terms shall have the following respective meanings herein:

 

 

“**Common Stock**” meansshares of common stock, par value $0.004 per share, of the Company, or any other shares of the capital stock of the Company intowhich such shares of common stock shall be reclassified, changed or exchanged.

 

“**Class B Stock**” meansshares of Class B common stock, par value $0.001 per share, of the Company, or any other shares of the capital stock of the Companyinto which such shares of Class B common stock shall be reclassified, changed or exchanged.

 

“**Junior Stock**” meansall those classes and series of Preferred Stock or special stock, by the terms of the Articles of Incorporation of the Company(the “**Articles**”) or of the instrument by which the Board of Directors, acting pursuant to authority grantedin the Articles, shall designate the special rights and limitations of each such class and series of Preferred Stock or specialstock, which shall be subordinate to Series A Preferred Stock with respect to the right of the holders thereof to receive dividendsor to participate in the assets of the Company distributable to shareholders upon any liquidation, dissolution or winding up ofthe Company.

 

“**Parity Stock**” meansthe shares of all those classes and series of Preferred Stock or special stock, by the terms of the Articles or of the instrumentby which the Board of Directors, acting pursuant to authority granted in the Articles, shall designate the special rights and limitationsof each such class and series of Preferred Stock or special stock, which shall be on a parity with Series A Preferred Stock withrespect to the rights of the holders thereof to receive dividends and to participate in the assets of the Company distributableto shareholders upon any liquidation, dissolution or winding up of the Company.

 

“**Remuneration Committee**”means the Remuneration Committee or other committee established by the Board of Directors responsible for compensation matters.

 

“**Senior Stock**” means(i) shares of Common Stock, (ii) shares of Class B Stock and (iii) all thoseother classes and series of Preferred Stock or special stock, by the terms of the Articles or of the instruction by which the Boardof Directors, acting pursuant to authority granted in the Articles, shall designate the special rights and limitations of eachsuch class and series of Preferred Stock or special stock, which shall be senior to Series A Preferred Stock with respect to theright of the holders thereof to receive dividends and to participate in the assets of the Company distributable to shareholdersupon any liquidation, dissolution or winding up of the Company.

 

“**Significant Corporate Transaction**”means any capital reorganization of the shares of Common Stock (other than a subdivision, combination, reclassification, split,reverse split or exchange of shares) or a merger or consolidation of the Company with or into another entity, or any other instancewhere the BCA requires the holders of the shares of Series A Preferred Stock to vote as a class.

 

 

“**Transfer**” shall meandirectly or indirectly (i) any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust, gift or other transferor disposition of any kind, including, but not limited to, transfers to receivers, levying creditors, trustees or receivers inbankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or by operation of law, directly orindirectly, of shares of Series A Preferred Stock or (ii) any change in the record or beneficial ownership of the Series A PreferredStock after the date of their issuance that is not approved in advance by the Board of Directors.

 

Section 8.          Legend.The certificate, if any, representing the Series A Preferred Stock shall have imprinted, typed, stamped or otherwise affixed thereona legend in substantially the following form:

 

“THE SHARES OF STOCK REPRESENTEDBY THIS CERTIFICATE ARE SUBJECT TO TRANSFER RESTRICTIONS AND HAVE LIMITED VOTING RIGHTS. THE SALE, PLEDGE, HYPOTHECATION OR OTHERTRANSFER OF SUCH SHARES ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIESA PREFERRED STOCK OF THE CORPORATION.”

 

Section 9.          ReacquiredShares. Any shares of Series A Preferred Stock redeemed or otherwise acquired by the Company in any manner whatsoever shallbe retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorizedbut unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolutionor resolutions of the Board of Directors, subject to the conditions and restrictions on issuance set forth herein and in the Articles.

 

 

InWitness Whereof, Globus Maritime Limited has caused this certificate to be duly executed by the undersigned in its corporatename on this 24th day of April, 2012.