Exhibit
10.1


 


SECURITIES
PURCHASE AGREEMENT


 


This SECURITIES
PURCHASE AGREEMENT (the “Agreement”), dated as March 13, 2019, is by and among Globus Maritime Limited,
a Marshall Islands corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached
hereto (individually, a “Buyer” and collectively, the “Buyers”).


 


RECITALS


 


A.           The
Company and each Buyer is executing and delivering this Agreement in reliance upon the exemption from securities registration afforded
by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”), Rule 903 of Regulation S (“Regulation
S”) and/or Rule 506(b) of Regulation D (“Regulation D”) as promulgated by the United States Securities
and Exchange Commission (the “SEC”) under the 1933 Act.


 


B.           The
Company has authorized a new series of senior secured convertible notes of the Company, in the aggregate original principal amount
of $5,000,000, substantially in the form attached hereto as Exhibit A (the “Notes”), which Notes
shall be convertible into Common Shares (as defined below) (the Common Shares issuable pursuant to the terms of the Notes, including,
without limitation, upon conversion or otherwise, collectively, the “Conversion Shares”), in accordance with
the terms of the Notes.


 


C.           Each
Buyer wishes to purchase, and the Company wishes to sell, upon the terms and conditions stated in this Agreement, a Note in the
aggregate original principal amount set forth opposite such Buyer’s name in column (3) on the Schedule of Buyers.


 


D.           At
the Closing, the parties hereto shall execute and deliver a Registration Rights Agreement, in the form attached hereto as Exhibit
B (the “Registration Rights Agreement”), pursuant to which the Company has agreed to provide certain
registration rights with respect to the Registrable Securities (as defined in the Registration Rights Agreement), under the 1933
Act and the rules and regulations promulgated thereunder, and applicable state securities laws.


 


E.           The
Notes and the Conversion Shares are collectively referred to herein as the “Securities.”


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and each Buyer hereby agree as follows:


 


1.           PURCHASE
AND SALE OF NOTES.


 


(a)          Purchase
of Notes. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall
issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date
(as defined below) a Note in the original principal amount as is set forth opposite such Buyer’s name in column (3) on the
Schedule of Buyers. 


 




     


     


    

 


(b)          Closing.
The closing (the “Closing”) of the purchase of the Notes by the Buyers shall occur at the offices of Globus
Shipmanagement Corp., 128 Vouliagmenis Avenue, 3rd Floor, 166 74 Attica, Athens, Greece. The date and time of the Closing (the
“Closing Date”) shall be 10:00 a.m., New York time, on the first (1st) Business Day on which the conditions
to the Closing set forth in Sections 6 and 7 below are satisfied or waived (or such other date as is mutually agreed to by the
Company and each Buyer). As used herein “Business Day” means any day other than a Saturday, Sunday or other
day on which commercial banks in New York, New York are authorized or required by law to remain closed. 


 


(c)          Purchase
Price. The aggregate purchase price for the Notes to be purchased by each Buyer (the “Purchase Price”) shall
be the amount set forth opposite such Buyer’s name in column (5) on the Schedule of Buyers.


 


(d)          Form
of Payment. On the Closing Date, (i) each Buyer shall pay its respective Purchase Price (less, in the case of any Buyer, the
amounts withheld pursuant to Section 4(g)) to the Company for the Notes to be issued and sold to such Buyer at the Closing,
by wire transfer of immediately available funds in accordance with the Flow of Funds Letter (as defined below) and (ii) the
Company shall deliver to each Buyer a Note in the aggregate original principal amount as is set forth opposite such Buyer’s
name in column (3) of the Schedule of Buyers duly executed on behalf of the Company and registered in the name of such Buyer or
its designee.


 


(e)          Residency.
Such Buyer is a resident of that jurisdiction specified below its address of the Schedule of Buyers.


 


2.           BUYER’S
REPRESENTATIONS AND WARRANTIES.


 


Each Buyer, severally
and not jointly, represents and warrants to the Company with respect to only itself that, as of the date hereof and as of the Closing
Date:


 


(a)          Organization;
Authority. Such Buyer is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction
of its organization with the requisite power and authority to enter into and to consummate the transactions contemplated by the
Transaction Documents (as defined below) to which it is a party and otherwise to carry out its obligations hereunder and thereunder.


 


(b)          Validity;
Enforcement. This Agreement and the Registration Rights Agreement have been duly and validly authorized, executed and delivered
on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer
in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or to applicable
bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the
enforcement of applicable creditors’ rights and remedies.


 


(c)          No
Conflicts. The execution, delivery and performance by such Buyer of this Agreement and the Registration Rights Agreement and
the consummation by such Buyer of the transactions contemplated hereby and thereby will not (i) result in a violation of the organizational
documents of such Buyer, or (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both
would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement,
indenture or instrument to which such Buyer is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment
or decree (including federal and state securities laws) applicable to such Buyer, except in the case of clauses (ii) and (iii)
above, for such conflicts, defaults, rights or violations which could not, individually or in the aggregate, reasonably be expected
to have a material adverse effect on the ability of such Buyer to perform its obligations hereunder.


 




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(d)          No
Public Sale or Distribution. Such Buyer (i) is acquiring its Note, and (ii) upon conversion of its Note will acquire the Conversion
Shares issuable upon conversion thereof, in each case, for its own account (and not as nominee or agent) and not with a view towards,
or for resale in connection with, the public sale or distribution thereof in violation of applicable securities laws, except pursuant
to sales registered or exempted under the 1933 Act, and has no current intention of distributing the Securities; provided, however,
by making the representations herein, such Buyer does not agree, or make any representation or warranty, to hold any of the Securities
for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant
to a registration statement or an exemption from registration under the 1933 Act. Such Buyer does not presently have any agreement
or understanding, directly or indirectly, with any Person to distribute any of the Securities in violation of applicable securities
laws. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership,
a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any Governmental Entity or any department
or agency thereof. Such Buyer further understands and agrees that there is no public trading market for the Note purchased hereunder,
that none is expected to develop, and that the Note must be held indefinitely unless and until it is repaid or converted into Conversion
Shares that are registered under the Securities Act or an exemption from registration is available.


 


(e)          Accredited
Investor Status. Such Buyer (i) is an “accredited investor” as that term is defined in Rule 501(a) of Regulation
D, (ii) by reason of its business and financial experience it 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 Securities and the Conversion 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 and is able to afford a complete loss of such investment.


 


(f)          Reliance
on Exemptions. Such Buyer understands that the Securities are being offered and sold to it in reliance on specific exemptions
from the registration requirements of United States federal and state securities laws and that the Company is relying in part upon
the truth and accuracy of, and such Buyer’s compliance with, the representations, warranties, agreements, acknowledgments
and understandings of such Buyer set forth herein in order to determine the availability of such exemptions and the eligibility
of such Buyer to acquire the Securities.


 




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(g)          Information.
Such Buyer and its advisors, if any, have been furnished with all materials relating to the business, finances and operations of
the Company (including access to information about the Company and its subsidiaries respective financial condition, results of
operations, business, properties, vessels, management and prospects) and materials relating to the offer and sale of the Securities
that have been requested by such Buyer. Such Buyer and its advisors, if any, have reviewed the Transaction Documents and had the
opportunity to review the SEC Documents and have been afforded (i) the opportunity to ask questions of, and obtained documents
from, the Company concerning the terms and conditions contained herein and the merits and risks of investing in the Company, (ii)
access to information about the Company and its subsidiaries and their respective financial condition, results of operations, business,
properties, vessels, management and prospects sufficient to enable you to evaluate the investment, and (iii) the opportunity to
obtain such additional information that the Company possesses or can acquire that is necessary to make an informed investment decision
with respect to the investment and has received all the information requested in connection with your decision to obtain the Securities.
Neither such inquiries nor any other due diligence investigations conducted by such Buyer or its advisors, if any, or its representatives
shall modify, amend or affect such Buyer’s right to rely on the Company’s representations and warranties contained
herein. Such Buyer understands that its investment in the Securities involves a high degree of risk. Such Buyer has sought such
accounting, legal and tax advice as it has considered necessary to make an informed investment decision with respect to its acquisition
of the Securities.


 


(h)          No
Governmental Review. Such Buyer understands that no United States federal or state
agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities
or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits
of the offering of the Securities.


 


(i)          Transfer
or Resale. The Securities have not been registered under the 1933 Act and may not be offered or sold in the United States or
to U.S. persons (other than distributors) unless the securities are registered under the 1933 Act, or an exemption from the registration
requirements of the 1933 Act is available. Such Buyer understands that except as provided in the Registration Rights Agreement
and Section 4(h) hereof: (i) the Securities have not been and are not being registered under the 1933 Act or any state securities
laws, and may not be offered for sale, sold, assigned or transferred unless (A) subsequently registered thereunder, (B) such Buyer
shall have delivered to the Company (if requested by the Company) an opinion of counsel, in a form reasonably acceptable to the
Company, to the effect that such Securities to be sold, assigned or transferred may be sold, assigned or transferred pursuant to
an exemption from such registration, or (C) such Buyer provides the Company with reasonable assurance that such Securities can
be sold, assigned or transferred pursuant to Rule 144 promulgated under the 1933 Act (or a successor rule thereto) (“Rule
144”); (ii) any sale of the Securities made in reliance on Rule 144 may be made only in accordance with the terms of
Rule 144, and further, if Rule 144 is not applicable, any resale of the Securities under circumstances in which the seller (or
the Person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require
compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC promulgated thereunder; and (iii)
neither the Company nor any other Person is under any obligation to register the Securities under the 1933 Act or any state securities
laws or to comply with the terms and conditions of any exemption thereunder. Notwithstanding the foregoing, the Securities may
be pledged in connection with a bona fide margin account or other loan or financing arrangement secured by the Securities and such
pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and no Buyer effecting
a pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company
pursuant to this Agreement or any other Transaction Document (as defined in Section 3(b)), including, without limitation, this
Section 2(i). Such Buyer understands that the Notes are and the Conversion 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.
Such Buyer understands that any certificates or statements evidencing any Securities or the Conversion Shares may bear a legend.


 




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(j)          Offshore
Transaction. At the time such Buyer received the offer to purchase the Securities it was not in the United States. Such Buyer
is not a U.S. person (as defined in Regulation S promulgated under the Securities Act) and is not acquiring the Securities for
the account or benefit of any U.S. person. Such Buyer’s receipt and execution of each of the Transaction Documents, and any
other agreement relating hereto or thereto, has occurred or will occur outside the United States. Such Buyer understands and acknowledges
that the offering and sale of the Securities are not being, and will not be, made, directly or indirectly, in or into, or by the
use of the mails or any means or instrumentality (including telephonically or electronically) of interstate or foreign commerce
of, or any facilities of a national securities exchange of, the United States.


 


(k)          No
General Solicitation or General Advertising; No Directed Selling Efforts. Such Buyer is not aware of any form of general solicitation
or general advertising (within the meaning of Regulation D promulgated under the Securities Act) in respect of the Securities,
including (1) any advertisement, article, notice or other communication published in any newspaper, magazine, or similar media
or broadcast over television, radio, or the internet; and (2) any seminar or meeting whose attendees have been invited by any general
solicitation or general advertising). Such Buyer is not aware of any form of “directed selling efforts” (as defined
in Regulation S under the Securities Act) in the United States in respect of the Securities, which would include any activities
undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the United
States for the resale of the Securities, including placing an advertisement in a publication with a general circulation in the
United States.


 


(l)           Broker-Dealer
Status. Such Buyer is not a broker dealer registered under Section 15(a) of the Exchange Act, or a member of Financial Industry
Regulatory Authority, Inc. or an entity engaged in the business of being a broker-dealer. Such Buyer is not a distributor as such
term is defined in Regulation S promulgated under the Securities Act.


 


(m)         Prohibited
Transactions; No Short Sales. Such Buyer has not, directly or indirectly, and no Person acting on behalf of or pursuant to
any understanding with such Buyer which had knowledge of the transactions contemplated hereby and that (i) has or shares discretion
relating to such Buyer’s investments and trading or information concerning such Buyer’s investments or (ii) is subject
to such Buyer ’s review or input concerning such Person’s investments or trading (the foregoing, “Buyer Trading
Affiliates”), has engaged in any purchases or sales of any securities, including any derivatives, of the Company (including,
without limitation, any Short Sales involving any of the Company’s securities) (a “Transaction”) since
the time that such Buyer was first contacted by the Company regarding the investment in the Company contemplated herein. Such
Buyer covenants that neither it nor any Buyer Trading Affiliate will engage, directly or indirectly, in any Transactions prior
to the time the transactions contemplated by this Agreement are publicly disclosed.


 




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(n)          Fees.
No fees or commissions are or will be payable by such Buyer to brokers, finders, or investment bankers with respect to the purchase
of any of the Securities or the issuance of the Conversion Shares or the consummation of the transaction contemplated by this Agreement
or the other Transaction Documents. Such Buyer agrees that it will indemnify and hold harmless the Company from and against any
and all claims, demands, or liabilities for broker’s, finder’s, placement, or other similar fees or commissions incurred
by such Buyer in connection with the purchase of the Securities or the issuance of the Conversion Shares or the consummation of
the transactions contemplated by the Transaction Documents.


 


(o)          Distribution
Compliance Period. Such Buyer acknowledges and understands that all offers and sales of the Securities or Conversion Shares
prior to the expiration of the 40-day period commencing the day after the Closing Date shall be made only in accordance with the
provisions of Regulation S promulgated under the Securities Act, pursuant to registration of the securities under the Securities
Act, or pursuant to an available exemption from the registration requirements of the Securities Act. Such Buyer further represents
and warrants and agrees that the offer or resale of the Securities or Conversion Shares by such Buyer, if made prior to the expiration
of the 40-day period commencing the day after the Closing Date, shall not be made to a U.S. person (as defined in Regulation S
promulgated under the 1933 Act) or for the account or benefit of a U.S. person (other than a distributor). Such Purchaser understands
that if it converts the Note it may be required to provide written certification that it is not a U.S. person and the warrant is
not being exercised on behalf of a U.S. person, and retain restricted status or a written opinion of counsel to the effect that
the Note and the Conversion Shares have been registered under the Securities Act or are exempt from registration thereunder, and
whether such Conversion Shares are freely tradable without restriction.


 


(p)          Arms’
Length. Each Buyer is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents
and the transactions contemplated hereby and thereby and that no Buyer is (i) an officer or director of the Company or any of its
Subsidiaries, (ii) an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its
knowledge, a “beneficial owner” of more than 10% of the Common Shares (as defined for purposes of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended (the “1934 Act”)). No Buyer is acting as a financial advisor or
fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and
the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection
with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s
purchase of the Securities. Each Buyer acknowledges and agrees that the Company has not made any representations or warranties
with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.


 




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3.           REPRESENTATIONS
AND WARRANTIES OF THE COMPANY.


 


The Company represents
and warrants to each of the Buyers that, as of the date hereof and as of the Closing Date, each of the following statements are
true:


 


(a)          Organization
and Qualification. Each of the Company and each of its Subsidiaries are entities duly organized and validly existing and in
good standing under the laws of the jurisdiction in which they are formed, and have the requisite power and authority to own their
properties and to carry on their business as now being conducted and as presently proposed to be conducted. Each of the Company
and each of its Subsidiaries is duly qualified as a foreign entity to do business and is in good standing in every jurisdiction
in which its ownership of property or the nature of the business conducted by it makes such qualification necessary, except to
the extent that the failure to be so qualified or be in good standing would not reasonably be expected to have a Material Adverse
Effect (as defined below). As used in this Agreement, “Material Adverse Effect” means any material adverse effect
on (i) the business, properties, assets, liabilities, operations (including results thereof), condition (financial or otherwise)
or prospects of the Company or any Subsidiary, individually or taken as a whole, (ii) the transactions contemplated hereby or in
any of the other Transaction Documents or any other agreements or instruments to be entered into in connection herewith or therewith
or (iii) the authority or ability of the Company or any of its Subsidiaries to perform any of their respective obligations under
any of the Transaction Documents (as defined below). Other than the Persons (as defined below) set forth on Schedule 3(a),
the Company has no Subsidiaries. “Subsidiaries” means any “significant subsidiaries” as defined
in Regulation S-X.


 


(b)          Authorization;
Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this
Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. Each
Subsidiary has the requisite power and authority to enter into and perform its obligations under the Transaction Documents to which
it is a party. The execution and delivery of this Agreement and the other Transaction Documents by the Company and its Subsidiaries,
and the consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without
limitation, the issuance of the Notes and the reservation for issuance and issuance of the Conversion Shares issuable upon conversion
of the Notes) have been duly authorized by the Company’s board of directors and each of its Subsidiaries’ board of
directors or other governing body, as applicable, and (other than as contemplated by the Transaction Documents, including the filing
with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement, any
notifications or applications to Nasdaq and receipt of confirmation that Nasdaq has completed its review, and any other filings
as may be required by any state securities agencies) to the Company’s knowledge, no further filing, consent or authorization
is required by the Company, its Subsidiaries, their respective boards of directors or their shareholders or other governing body.
This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed
and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against
the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity
or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally,
the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution
may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement,
the Notes, the Registration Rights Agreement, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other
agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated
hereby and thereby, as may be amended from time to time.


 




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(c)          Issuance
of Securities. The issuance of the Notes are duly authorized and upon issuance in accordance with the terms of the Transaction
Documents shall be validly issued, fully paid and non-assessable and free from all preemptive or similar rights, mortgages, defects,
claims, liens, pledges, charges, taxes, rights of first refusal, encumbrances, security interests and other encumbrances (collectively
“Liens”) with respect to the issuance thereof, other than transfer restrictions pursuant to applicable securities
laws. As of the Closing, the Company shall have reserved from its duly authorized share capital not less than 200% of the maximum
number of Conversion Shares issuable upon conversion of the Notes (assuming for purposes hereof that (x) the Notes are convertible
at the initial Conversion Price (as defined in the Notes), (y) interest on the Notes shall accrue through the first anniversary
of the Closing Date and will be converted in Common Shares at a conversion price equal to the Alternate Conversion Price (as defined
in the Notes) assuming an Alternate Conversion Date (as defined in the Note) as of the date hereof and (z) any such conversion
shall not take into account any limitations on the conversion of the Notes set forth in the Notes). Upon issuance or conversion
in accordance with the Notes, the Conversion Shares when issued, will be validly issued, fully paid and nonassessable and free
from all preemptive or similar rights or Liens with respect to the issue thereof, with the holders being entitled to all rights
accorded to a holder of Common Shares. Subject to the accuracy of the representations and warranties of the Buyers in this Agreement,
the offer and issuance by the Company of the Securities is exempt from registration under the 1933 Act.


 


(d)          No
Conflicts. The execution, delivery and performance of the Transaction Documents by the Company and its Subsidiaries and the
consummation by the Company and its Subsidiaries of the transactions contemplated hereby and thereby (including, without limitation,
the issuance of the Notes and the Conversion Shares and the reservation for issuance of the Conversion Shares) will not (i) result
in a violation of the Certificate of Incorporation (as defined below) (including, without limitation, any certificate of designation
contained therein), Bylaws (as defined below), certificate of formation, memorandum of association, articles of association, bylaws
or other organizational documents of the Company or any of its Subsidiaries, or any share capital or other securities of the Company
or any of its Subsidiaries, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both
would become a default) in any respect under, or give to others any rights of termination, amendment, acceleration or cancellation
of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party, unless appropriate consent
has been obtained (including the consent to be obtained and delivered to Buyers pursuant to Section 7(a)(iv) hereof), or (iii)
result in a violation of any law, rule, regulation, order, judgment or decree (including, without limitation, foreign, federal
and state securities laws and regulations and the rules and regulations of the Nasdaq Capital Market (the “Principal Market”)
and including all applicable foreign, federal and state laws, rules and regulations, including, without limitation, the laws, rules
and regulations of Marshall Islands and Greece) applicable to the Company or any of its Subsidiaries or by which any property or
asset of the Company or any of its Subsidiaries is bound or affected, except for such conflict, breach, violation or default that
would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.


 




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(e)          Consents.
Other than the consent to be obtained and delivered to Buyers pursuant to Section 7(a)(iv) hereof, neither the Company nor any
Subsidiary is required to obtain any consent from, authorization or order of, or make any filing or registration with (other than
the filing with the SEC of one or more Registration Statements in accordance with the requirements of the Registration Rights Agreement,
notifications to Nasdaq, and any other filings as may be required by any state securities agencies), any Governmental Entity (as
defined below) or any regulatory or self-regulatory agency or any other Person in order for it to execute, deliver or perform any
of its respective obligations under or contemplated by the Transaction Documents, in each case, in accordance with the terms hereof
or thereof. All consents, authorizations, orders, filings and registrations which the Company or any Subsidiary is required to
obtain pursuant to the preceding sentence have been or will be obtained or effected on or prior to the Closing Date (other than
as contemplated by the Transaction Documents, including the filing with the SEC of one or more Registration Statements in accordance
with the requirements of the Registration Rights Agreement, and any other filings as may be required by any state securities agencies),
and neither the Company nor any of its Subsidiaries are aware of any facts or circumstances which might prevent the Company or
any of its Subsidiaries from obtaining or effecting any of the registration, application or filings contemplated by the Transaction
Documents. Except as set forth in the SEC Documents, the Company is not in violation of the requirements of the Principal Market
and has no knowledge of any facts or circumstances which could reasonably lead to delisting or suspension of the Common Shares
in the foreseeable future. “Governmental Entity” means any nation, state, county, city, town, village, district,
or other political jurisdiction of any nature, federal, state, local, municipal, foreign, or other government, governmental or
quasi-governmental authority of any nature (including any governmental agency, branch, department, official, or entity and any
court or other tribunal), multi-national organization or body; or body exercising, or entitled to exercise, any administrative,
executive, judicial, legislative, police, regulatory, or taxing authority or power of any nature or instrumentality of any of the
foregoing, including any entity or enterprise owned or controlled by a government or a public international organization or any
of the foregoing.


 


(f)          Acknowledgment
Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that each Buyer is acting solely in the
capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated hereby
and thereby and that no Buyer is on the date hereof (i) an officer or director of the Company or any of its Subsidiaries, (ii)
an “affiliate” (as defined in Rule 144) of the Company or any of its Subsidiaries or (iii) to its knowledge, a “beneficial
owner” of more than 10% of the Common Shares (as defined for purposes of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended (the “1934 Act”)). The Company further acknowledges that no Buyer is acting as a financial advisor
or fiduciary of the Company or any of its Subsidiaries (or in any similar capacity) with respect to the Transaction Documents and
the transactions contemplated hereby and thereby, and any advice given by a Buyer or any of its representatives or agents in connection
with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to such Buyer’s
purchase of the Securities. The Company further represents to each Buyer that the Company’s decision to enter into the Transaction
Documents has been based solely on the independent evaluation by the Company and its representatives.


 




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(g)          No
General Solicitation; Placement Agent’s Fees. Neither the Company, nor any of its Subsidiaries or affiliates, nor any
Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning
of Regulation D) in connection with the offer or sale of the Securities or directed selling efforts within the meaning of Regulation
S. The Company shall be responsible for the payment of any placement agent’s fees, financial advisory fees, or brokers’
commissions (other than for Persons engaged by any Buyer or its investment advisor) relating to or arising out of the transactions
contemplated hereby. The Company shall pay, and hold each Buyer harmless against, any liability, loss or expense (including, without
limitation, attorney’s fees and out-of-pocket expenses) arising in connection with any such claim. Neither the Company nor
any of its Subsidiaries has engaged any placement agent or other agent in connection with the offer or sale of the Securities.


 


(h)          No
Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf
has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances
that would require registration of the issuance of any of the Securities under the 1933 Act, whether through integration with prior
offerings or otherwise, or cause this offering of the Securities to require approval of shareholders of the Company for purposes
of the 1933 Act or under any applicable shareholder approval provisions, including, without limitation, under the rules and regulations
of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation.
None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that
would require registration of the issuance of any of the Securities under the 1933 Act or cause the offering of any of the Securities
to be integrated with other offerings of securities of the Company.


 


(i)           Dilutive
Effect. The Company understands and acknowledges that the number of Conversion Shares will increase in certain circumstances.
The Company further acknowledges that its obligation to issue the Conversion Shares pursuant to the terms of the Notes in accordance
with this Agreement and the Notes is, in each case, absolute and unconditional regardless of the dilutive effect that such issuance
may have on the ownership interests of other shareholders of the Company.


 


(j)           Application
of Takeover Protections; Rights Agreement. The Company and its board of directors have taken all necessary action, if any,
in order to render inapplicable any control share acquisition, interested shareholder, business combination, poison pill (including,
without limitation, any distribution under a rights agreement), shareholder rights plan or other similar anti-takeover provision
under the Certificate of Incorporation, Bylaws or other organizational documents or the laws of the jurisdiction of its incorporation
or otherwise which is or could become applicable to any Buyer as a result of the transactions contemplated by this Agreement, including,
without limitation, the Company’s issuance of the Securities and any Buyer’s ownership of the Securities. The Company
and its board of directors have taken all necessary action, if any, in order to render inapplicable any shareholder rights plan
or similar arrangement relating to accumulations of beneficial ownership of Common Shares or a change in control of the Company
or any of its Subsidiaries. For avoidance of doubt, a staggered board of directors shall not be an arrangement required to be rendered
inapplicable for purposes of the foregoing.


 




    	 	10	 



     


    

 


(k)          SEC
Documents; Financial Statements. During the one (1) year prior to the date hereof, the Company has timely filed or furnished
all reports, schedules, forms, proxy statements, statements and other documents required to be filed by it with the SEC pursuant
to the reporting requirements of the 1934 Act (all of the foregoing filed or furnished prior to the date hereof and all exhibits
and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein
being hereinafter referred to as the “SEC Documents”) , except to the extent that the failure to do would not
reasonably be expected to have a Material Adverse Effect. The Company has delivered or has made available to the Buyers or their
respective representatives true, correct and complete copies of each of the SEC Documents not available on the EDGAR system. As
of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules
and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they
were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated
therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not
misleading. As of their respective dates, the financial statements of the Company included in the SEC Documents complied in all
material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto
as in effect as of the time of filing. Such financial statements have been prepared in accordance with International Financial
Reporting Standards (“IFRS”), consistently applied, during the periods involved (except (i) as may be otherwise
indicated in such financial statements or the notes thereto, or (ii) in the case of unaudited interim statements, to the extent
they may exclude footnotes or may be condensed or summary statements) and fairly present in all material respects the financial
position of the Company as of the dates thereof and the results of its operations and cash flows for the periods then ended (subject,
in the case of unaudited statements, to normal year-end audit adjustments which will not be material, either individually or in
the aggregate). The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon
facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued
by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for
by the Company in its financial statements or otherwise. No other information provided by or on behalf of the Company to any of
the Buyers which is not included in the SEC Documents (including, without limitation, information referred to in Section 2(g)
of this Agreement or in the disclosure schedules to this Agreement) contains any untrue statement of a material fact or omits to
state any material fact necessary in order to make the statements therein not misleading, in the light of the circumstance under
which they are or were made. The Company is not currently contemplating to amend or restate any of the financial statements (including,
without limitation, any notes or any letter of the independent accountants of the Company with respect thereto) included in the
SEC Documents (the “Financial Statements”), nor is the Company currently aware of facts or circumstances which
would require the Company to amend or restate any of the Financial Statements, in each case, in order for any of the Financials
Statements to be in compliance with IFRS and the rules and regulations of the SEC. The Company has not been informed in writing
by its independent accountants that the independent auditors recommend that the Company amend or restate any of the Financial Statements
or that there is any need for the Company to amend or restate any of the Financial Statements.


 




    	 	11	 



     


    

 


(l)          Absence
of Certain Changes. Except as disclosed in the SEC Documents, since the date of the Company’s most recent audited financial
statements contained in a Form 20-F, there has been no undisclosed material adverse change and no undisclosed material adverse
development in the business, assets, liabilities, properties, operations (including results thereof), condition (financial or otherwise)
or prospects of the Company or any of its Subsidiaries. Since the date of the Company’s most recent audited financial statements
contained in a Form 20-F, neither the Company nor any of its Subsidiaries has (i) declared or paid any dividends, (ii) sold any
assets, individually or in the aggregate, outside of the ordinary course of business or (iii) made any capital expenditures, individually
or in the aggregate, outside of the ordinary course of business, in each case except for those disclosed in SEC Documents. Neither
the Company nor any of its Subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy,
insolvency, reorganization, receivership, liquidation or winding up, nor does the Company or any Subsidiary have any knowledge
or reason to believe that any of their respective creditors intend to initiate involuntary bankruptcy proceedings or any actual
knowledge of any fact which would reasonably lead a creditor to do so. The Company and its Subsidiaries, individually and on a
consolidated basis, are not as of the date hereof, and after giving effect to the transactions contemplated hereby to occur at
the Closing, will not be Insolvent (as defined below). For purposes of this Section 3(l), “Insolvent” means,
(i) with respect to the Company and its Subsidiaries, on a consolidated basis, (A) the present fair saleable value of the Company’s
and its Subsidiaries’ assets is less than the amount required to pay the Company’s and its Subsidiaries’ total
Indebtedness (as defined below), (B) the Company and its Subsidiaries are unable to pay their debts and liabilities, subordinated,
contingent or otherwise, as such debts and liabilities become absolute and matured or (C) the Company and its Subsidiaries intend
to incur or believe that they will incur debts that would be beyond their ability to pay as such debts mature; and (ii) with respect
to the Company and each Subsidiary, individually, (A) the present fair saleable value of the Company’s or such Subsidiary’s
(as the case may be) assets is less than the amount required to pay its respective total Indebtedness, (B) the Company or such
Subsidiary (as the case may be) is unable to pay its respective debts and liabilities, subordinated, contingent or otherwise, as
such debts and liabilities become absolute and matured or (C) the Company or such Subsidiary (as the case may be) intends to incur
or believes that it will incur debts that would be beyond its respective ability to pay as such debts mature. Neither the Company
nor any of its Subsidiaries has engaged in any business or in any transaction, and is not about to engage in any business or in
any transaction, for which the Company’s or such Subsidiary’s remaining assets constitute unreasonably small capital
with which to conduct the business in which it is engaged as such business is now conducted and is proposed to be conducted.


 


(m)          No
Undisclosed Events, Liabilities, Developments or Circumstances. Except as disclosed in the SEC Documents and except for developments
affecting the drybulk shipping industry generally, no event, liability, development or circumstance has occurred or exists, or
is reasonably expected to exist or occur with respect to the Company, any of its Subsidiaries or any of their respective businesses,
properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) would
be required to be disclosed by the Company under applicable securities laws on a registration statement on Form F-1 filed with
the SEC relating to an issuance and sale by the Company of its Common Shares and which has not been publicly announced, (ii) could
have a material adverse effect on any Buyer’s investment hereunder or (iii) could have a Material Adverse Effect.


 




    	 	12	 



     


    

 


(n)          Conduct
of Business; Regulatory Permits. Neither the Company nor any of its Subsidiaries is in violation of any term of or in default
under its Certificate of Incorporation, any certificate of designation, preferences or rights of any other outstanding series of
preferred shares of the Company or any of its Subsidiaries or Bylaws or their organizational charter, certificate of formation,
memorandum of association, articles of association, Certificate of Incorporation or certificate of incorporation or bylaws, respectively.
Neither the Company nor any of its Subsidiaries is in violation of any judgment, decree or order or any statute, ordinance, rule
or regulation applicable to the Company or any of its Subsidiaries, and neither the Company nor any of its Subsidiaries will conduct
its business in violation of any of the foregoing, except in all cases for possible violations which could not, individually or
in the aggregate, reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, the
Company is not in violation of any of the rules, regulations or requirements of the Principal Market and has no knowledge of any
facts or circumstances that could reasonably lead to delisting or suspension of the Common Shares by the Principal Market in the
foreseeable future. During the two years prior to the date hereof, (i) the Common Shares have been listed or designated for quotation
on the Principal Market, (ii) trading in the Common Shares has not been suspended by the SEC or the Principal Market and (iii)
the Company has received no communication, written or oral, from the SEC or the Principal Market regarding the suspension or delisting
of the Common Shares from the Principal Market, in each case except as disclosed in the SEC Documents. The Company and each of
its Subsidiaries possess all certificates, authorizations and permits issued by the appropriate regulatory authorities necessary
to conduct their respective businesses, except where the failure to possess such certificates, authorizations or permits would
not have, individually or in the aggregate, a Material Adverse Effect, and neither the Company nor any such Subsidiary has received
any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit. There is
no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any of its Subsidiaries or to which
the Company or any of its Subsidiaries is a party which has or would reasonably be expected to have the effect of prohibiting or
materially impairing any business practice of the Company or any of its Subsidiaries, any acquisition of property by the Company
or any of its Subsidiaries or the conduct of business by the Company or any of its Subsidiaries as currently conducted other than
such effects, individually or in the aggregate, which have not had and would not reasonably be expected to have a Material Adverse
Effect on the Company or any of its Subsidiaries.


 


(o)          Foreign
Corrupt Practices. Neither the Company, the Company’s subsidiary or any director, officer, agent, employee, nor, to the
knowledge of the Company, any other person acting for or on behalf of the foregoing (individually and collectively, a “Company
Affiliate”) have violated the U.S. Foreign Corrupt Practices Act or any other applicable anti-bribery or anti-corruption
laws, nor has any Company Affiliate offered, paid, promised to pay, or authorized the payment of any money, or offered, given,
promised to give, or authorized the giving of anything of value, to any officer, employee or any other person acting in an official
capacity for any Governmental Entity to any political party or official thereof or to any candidate for political office (individually
and collectively, a “Government Official”) or to any person under circumstances where such Company Affiliate
knew or was aware of a high probability that all or a portion of such money or thing of value would be offered, given or promised,
directly or indirectly, to any Government Official, for the purpose of: 


 




    	 	13	 



     


    

 


(i)          (A)
influencing any act or decision of such Government Official in his/her official capacity, (B) inducing such Government Official
to do or omit to do any act in violation of his/her lawful duty, (C) securing any improper advantage, or (D) inducing such Government
Official to influence or affect any act or decision of any Governmental Entity, or


 


(ii)         assisting
the Company or its Subsidiaries in obtaining or retaining business for or with, or directing business to, the Company or its Subsidiaries.


 


(p)          Sarbanes-Oxley
Act. The Company and each Subsidiary is in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of
2002, as amended, and any and all applicable rules and regulations promulgated by the SEC thereunder for companies that are similar
size and type of the Company.


 


(q)          Transactions
With Affiliates. No current employee, partner, director, or officer of the Company or its Subsidiaries, or any associate, or,
to the knowledge of the Company, any affiliate of any thereof, or any relative with a relationship no more remote than first cousin
of any of the foregoing, is presently, or has ever been, (i) a party to any transaction with the Company or its Subsidiaries (including
any contract, agreement or other arrangement providing for the furnishing of services by, or rental of real or personal property
from, or otherwise requiring payments to, any such director, officer or shareholder or such associate or affiliate or relative
Subsidiaries (other than for ordinary course services as employees, officers or directors of the Company or any of its Subsidiaries))
or (ii) the direct or indirect owner of an interest in any corporation, firm, association or business organization which is a competitor,
supplier or customer of the Company or its Subsidiaries (except for a passive investment (direct or indirect) in less than 5% of
the common equity of a company whose securities are traded on or quoted through an Eligible Market (as defined in the Notes)),
nor does any such Person receive income from any source other than the Company or its Subsidiaries which relates to the business
of the Company or its Subsidiaries or should properly accrue to the Company or its Subsidiaries, in each case except as disclosed
in the SEC Documents. No employee, officer, shareholder or director of the Company or any of its Subsidiaries or member of his
or her immediate family is indebted to the Company or its Subsidiaries, as the case may be, nor is the Company or any of its Subsidiaries
indebted (or committed to make loans or extend or guarantee credit) to any of them, other than (i) for payment of salary for services
rendered, (ii) reimbursement for reasonable expenses incurred on behalf of the Company, and (iii) for other standard employee benefits
made generally available to all employees or executives (including share option agreements outstanding under any share option plan
approved by the Board of Directors of the Company), in each case except as disclosed in the SEC Documents.


 


(r)          Equity
Capitalization. 


 


(i)          Definitions:


 


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


 




    	 	14	 



     


    

 


(B)         “Preferred
Shares” means (x) the Company’s blank check preferred shares, $0.001 par value per share, the terms of which may
be designated by the board of directors of the Company in a statement of designations, and (y) any share capital into which such
preferred shares shall have been changed or any share capital resulting from a reclassification of such preferred shares (other
than a conversion of such preferred shares into Common Shares in accordance with the terms of such statement of designations).


 


(C)         “Class
B Shares” means (x) the Company’s Class B Common Shares, par value $0.001 per share, and (y) any share capital
into which such Class B shares shall have been changed or any share capital resulting from a reclassification of such Class B shares.


 


(ii)         Authorized
and Outstanding Share Capital. As of the date hereof, the authorized share capital of the Company consists of (A) 500,000,000
Common Shares, of which, 3,209,495 are issued and outstanding and 1,250,000 shares are reserved for issuance pursuant to Convertible
Securities (as defined below) (other than the Notes) exercisable or exchangeable for, or convertible into, Common Shares (B) 100,000,000
Preferred Shares, none of which are issued and outstanding, and (C) 100,000,000 Class B Shares, none of which are outstanding.
No Common Shares are held in the treasury of the Company.


 


(iii)        Valid
Issuance; Available Shares; Affiliates. All of such outstanding shares are duly authorized and have been, or upon issuance
will be, validly issued and are fully paid and nonassessable. Schedule 3(r)(iii) sets forth the number of Common Shares
that are (A) reserved for issuance pursuant to Convertible Securities (as defined below) (other than the Notes) and (B) that are,
as of the date hereof, owned by Persons who are “affiliates” (as defined in Rule 405 of the 1933 Act and calculated
based on the assumption that only officers, directors and holders of at least 10% of the Company’s issued and outstanding
Common Shares are “affiliates” without conceding that any such Persons are “affiliates” for purposes of
federal securities laws) of the Company or any of its Subsidiaries. “Convertible Securities” means any capital or other
security of the Company 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 share capital or other security of the Company
(including, without limitation, Common Shares).


 




    	 	15	 



     


    

 


(iv)        Existing
Securities; Obligations. Except as disclosed in the SEC Documents: (A) none of the Company’s or any Subsidiary’s
shares, interests or share capital is subject to preemptive rights or any other similar rights or Liens suffered or permitted by
the Company or any Subsidiary; (B) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments
of any character whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares,
interests or share capital of the Company or any of its Subsidiaries, or contracts, commitments, understandings or arrangements
by which the Company or any of its Subsidiaries is or may become bound to issue additional shares, interests or share capital of
the Company or any of its Subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character
whatsoever relating to, or securities or rights convertible into, or exercisable or exchangeable for, any shares, interests or
share capital of the Company or any of its Subsidiaries; (C) there are no agreements or arrangements under which the Company or
any of its Subsidiaries is obligated to register the sale of any of their securities under the 1933 Act (except pursuant to the
Registration Rights Agreement); (D) there are no outstanding securities or instruments of the Company or any of its Subsidiaries
which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by
which the Company or any of its Subsidiaries is or may become bound to redeem a security of the Company or any of its Subsidiaries;
(E) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance
of the Securities; and (F) neither the Company nor any Subsidiary has any share appreciation rights or “phantom share”
plans or agreements or any similar plan or agreement.


 


(v)         Organizational
Documents. The Company has furnished to the Buyers true, correct and complete copies of the Company’s Articles of Incorporation,
as amended and as in effect on the date hereof (the “Certificate of Incorporation”), and the Company’s
bylaws, as amended and as in effect on the date hereof (the “Bylaws”), and the terms of all Convertible Securities
and the material rights of the holders thereof in respect thereto.


 


(s)          Indebtedness
and Other Contracts. Neither the Company nor any of its Subsidiaries except as disclosed in the SEC Documents, (i) except as
disclosed on Schedule 3(s), has any outstanding debt securities, notes, credit agreements, credit facilities or other
agreements, documents or instruments evidencing Indebtedness of the Company or any of its Subsidiaries or by which the Company
or any of its Subsidiaries is or may become bound, (ii) is a party to any contract, agreement or instrument, the violation of which,
or default under which, by the other party(ies) to such contract, agreement or instrument could reasonably be expected to result
in a Material Adverse Effect, (iii) has any financing statements securing obligations in any amounts filed in connection with the
Company or any of its Subsidiaries; (iv) is in violation of any term of, or in default under, any contract, agreement or instrument
relating to any Indebtedness, except where such violations and defaults would not result, individually or in the aggregate, in
a Material Adverse Effect, or (v) is a party to any contract, agreement or instrument relating to any Indebtedness, the performance
of which, in the judgment of the Company’s officers, has or is expected to have a Material Adverse Effect. Neither the Company
nor any of its Subsidiaries have any liabilities or obligations required to be disclosed in the SEC Documents which are not so
disclosed in the SEC Documents, other than those incurred in the ordinary course of the Company’s or its Subsidiaries’
respective businesses and which, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect.
For purposes of this Agreement: (x) “Indebtedness” of any Person means, without duplication (A) all indebtedness
for borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (including,
without limitation, “capital leases” in accordance with IFRS) (other than trade payables entered into in the ordinary
course of business consistent with past practice), (C) all reimbursement or payment obligations with respect to letters of credit,
surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including
obligations so evidenced incurred in connection with the acquisition of property, assets or businesses, (E) all indebtedness created
or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect
to any property or assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the seller or
bank under such agreement in the event of default are limited to repossession or sale of such property), (F) all monetary obligations
under any leasing or similar arrangement which, in connection with IFRS, consistently applied for the periods covered thereby,
is classified as a capital lease, (G) all indebtedness referred to in clauses (A) through (F) above secured by (or for which the
holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in any property
or assets (including accounts and contract rights) owned by any Person, even though the Person which owns such assets or property
has not assumed or become liable for the payment of such indebtedness, and (H) all Contingent Obligations in respect of indebtedness
or obligations of others of the kinds referred to in clauses (A) through (G) above, and, for the avoidance of doubt, excludes indebtedness
arising in the ordinary course of business; and (y) “Contingent Obligation” means, as to any Person, any direct
or indirect liability, contingent or otherwise, of that Person with respect to any Indebtedness, lease, dividend or other obligation
of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to
provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating
thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with
respect thereto.


 




    	 	16	 



     


    

 


(t)           Litigation.
There is no action, suit, arbitration, proceeding, or, to the knowledge of the Company, inquiry or investigation before or by the
Principal Market, any court, public board, other Governmental Entity, self-regulatory organization or body pending or, to the knowledge
of the Company, threatened against or affecting the Company or any of its Subsidiaries, the Common Shares or any of the Company’s
or its Subsidiaries’ officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such,
except as set forth in Schedule 3(t). No director, officer or employee of the Company or any of its subsidiaries has willfully
violated 18 U.S.C. §1519 or engaged in spoliation in reasonable anticipation of litigation. Without limitation of the foregoing,
there has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the SEC involving
the Company, any of its Subsidiaries or any current or former director or officer of the Company or any of its Subsidiaries. The
SEC has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company
under the 1933 Act or the 1934 Act. After reasonable inquiry of its employees, the Company is not aware of any fact which might
result in or form the basis for any such action, suit, arbitration, investigation, inquiry or other proceeding. Neither the Company
nor any of its Subsidiaries is subject to any order, writ, judgment, injunction, decree, determination or award of any Governmental
Entity.


 


(u)          Insurance.
The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and
risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company
and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or
applied for, and neither the Company nor any such Subsidiary has any reason to believe that it will be unable to renew its existing
insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to
continue its business at a cost that would not have a Material Adverse Effect.


 




    	 	17	 



     


    

 


(v)         Employee
Relations. Neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or employs any
member of a union. The Company and its Subsidiaries believe that their relations with their employees are good. No executive officer
(as defined in Rule 501(f) promulgated under the 1933 Act) or other key employee of the Company or any of its Subsidiaries has
notified the Company or any such Subsidiary that such officer intends to leave the Company or any such Subsidiary or otherwise
terminate such officer’s employment with the Company or any such Subsidiary. To the Company’s knowledge, no executive
officer or other key employee of the Company or any of its Subsidiaries is, or is now expected to be, in violation of any material
term of any employment contract, confidentiality, disclosure or proprietary information agreement, non-competition agreement, or
any other contract or agreement or any restrictive covenant, and the continued employment of each such executive officer or other
key employee (as the case may be) to the knowledge of the Company does not subject the Company or any of its Subsidiaries to any
liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all federal, state,
local and foreign laws and regulations respecting labor, employment and employment practices and benefits, terms and conditions
of employment and wages and hours, except where failure to be in compliance would not, either individually or in the aggregate,
reasonably be expected to result in a Material Adverse Effect.


 


(w)         Title.


 


(i)          Real
Property. Each of the Company and its Subsidiaries holds good title to all real property, leases in real property, facilities
or other interests in real property owned or held by the Company or any of its Subsidiaries (the “Real Property”)
owned by the Company or any of its Subsidiaries (as applicable). The Real Property is free and clear of all Liens and is not subject
to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except for (a)
Liens for current taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated
use of the property subject thereto. Any Real Property held under lease by the Company or any of its Subsidiaries are held by them
under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made
and proposed to be made of such property and buildings by the Company or any of its Subsidiaries.


 


(ii)         Fixtures
and Equipment. Each of the Company and its Subsidiaries (as applicable) has good title to, or a valid leasehold interest in,
the tangible personal property, equipment, improvements, fixtures, and other personal property and appurtenances that are used
by the Company or its Subsidiary in connection with the conduct of its business (the “Fixtures and Equipment”).
The Fixtures and Equipment are structurally sound, are in good operating condition and repair, are adequate for the uses to which
they are being put, are not in need of maintenance or repairs except for ordinary, routine maintenance and repairs and are sufficient
for the conduct of the Company’s and/or its Subsidiaries’ businesses (as applicable) in the manner as conducted prior
to the Closing. Each of the Company and its Subsidiaries owns all of its Fixtures and Equipment free and clear of all Liens except
for (a) liens for current taxes not yet due, (b) zoning laws and other land use restrictions that do not impair the present or
anticipated use of the property subject thereto and (c) as disclosed in the SEC Documents, it being understood that each vessel
indirectly owned by the Company are mortgaged and standard security packages were granted to the lenders in connection with the
relevant served lender, including share pledges, account pledges, and assignment of insurances.


 




    	 	18	 



     


    

 


(x)          Intellectual
Property Rights. The Company and its Subsidiaries own or possess adequate rights or licenses to use all trademarks, trade names,
service marks, service mark registrations, service names, original works of authorship, patents, patent rights, copyrights, inventions,
licenses, approvals, governmental authorizations, trade secrets and other intellectual property rights and all applications and
registrations therefor (“Intellectual Property Rights”) necessary to conduct their respective businesses as
now conducted and presently proposed to be conducted. The Company and its Subsidiaries own no patents. Except as set forth in Schedule
3(x), none of the Company’s Intellectual Property Rights have expired or terminated or have been abandoned or are expected
to expire or terminate or are expected to be abandoned, within three years from the date of this Agreement. The Company does not
have any knowledge of any infringement by the Company or its Subsidiaries of Intellectual Property Rights of others. There is no
claim, action or proceeding being made or brought, or to the knowledge of the Company or any of its Subsidiaries, being threatened,
against the Company or any of its Subsidiaries regarding its Intellectual Property Rights. Neither the Company nor any of its Subsidiaries
is aware of any facts or circumstances which might give rise to any of the foregoing infringements or claims, actions or proceedings.
The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all
of their Intellectual Property Rights.


 


(y)          Environmental
Laws. (i) The Company and its Subsidiaries (A) are in compliance with any and all Environmental
Laws (as defined below), (B) have received all permits, licenses or other approvals required of them under applicable Environmental
Laws to conduct their respective businesses and (C) are in compliance with all terms and conditions of any such permit, license
or approval where, in each of the foregoing clauses (A), (B) and (C), the failure to so comply could be reasonably expected to
have, individually or in the aggregate, a Material Adverse Effect. The term “Environmental Laws” means all federal,
state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation,
ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions,
discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes
(collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing,
distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes,
decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations
issued, entered, promulgated or approved thereunder.


 


(ii)         No
Hazardous Materials:


 


(A)         have
been disposed of or otherwise released from any Real Property of the Company or any of its Subsidiaries in violation of any Environmental
Laws; or


 




    	 	19	 



     


    

 


(B)         are
present on, over, beneath, in or upon Real Property or any portion thereof in quantities that would constitute a violation of any
Environmental Laws. No prior use by the Company or any of its Subsidiaries of any Real Property has occurred that violates any
Environmental Laws, which violation would have a material adverse effect on the business of the Company or any of its Subsidiaries.


 


(iii)        Neither
the Company nor any of its Subsidiaries knows of any other person who or entity which has stored, treated, recycled, disposed of
or otherwise located on any Real Property any Hazardous Materials, including, without limitation, such substances as asbestos and
polychlorinated biphenyls.


 


(iv)        None
of the Real Properties are on any federal or state “Superfund” list or Liability Information System (“CERCLIS”)
list or any state environmental agency list of sites under consideration for CERCLIS, nor subject to any environmental related
Liens.


 


(z)          Subsidiary
Rights. The Company or one of its Subsidiaries has the unrestricted right to vote, and (subject to limitations imposed by applicable
law and within debt covenants in agreements whose existence has been disclosed in the SEC Documents) to receive dividends and distributions
on, all capital securities of its Subsidiaries as owned by the Company or such Subsidiary.


 


(aa)         Tax
Status. The Company and each of its Subsidiaries (i) has timely made or filed all foreign, federal and state income and all
other tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has timely paid all taxes
and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports
and declarations, except those being contested in good faith and (iii) has set aside on its books provision reasonably adequate
for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There
are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the
Company and its Subsidiaries know of no basis for any such claim.


 


(bb)         Internal
Accounting and Disclosure Controls. The Company and each of its Subsidiaries maintains internal control over financial reporting
(as such term is defined in Rule 13a-15(f) under the 1934 Act) that is effective to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles, including that (i) transactions are executed in accordance with management’s general or specific
authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with IFRS
and to maintain asset and liability accountability, (iii) access to assets or incurrence of liabilities is permitted only in accordance
with management’s general or specific authorization and (iv) the recorded accountability for assets and liabilities is compared
with the existing assets and liabilities at reasonable intervals and appropriate action is taken with respect to any difference.
The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the 1934 Act) that are
effective in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the
1934 Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC,
including, without limitation, controls and procedures designed to ensure that information required to be disclosed by the Company
in the reports that it files or submits under the 1934 Act is accumulated and communicated to the Company’s management, including
its principal executive officer or officers and its principal financial officer or officers, as appropriate, to allow timely decisions
regarding required disclosure. Neither the Company nor any of its Subsidiaries has received any notice or correspondence from any
accountant, Governmental Entity or other Person relating to any potential material weakness or significant deficiency in any part
of the internal controls over financial reporting of the Company or any of its Subsidiaries.


 




    	 	20	 



     


    

 


(cc)         Off
Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries
and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings
and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.


 


(dd)         Investment
Company Status. The Company is not, and upon consummation of the sale of the Securities will not be required to register as
an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.


 


(ee)         Acknowledgement
Regarding Buyers’ Trading Activity. It is understood and acknowledged by the Company that (i) following the public disclosure
of the transactions contemplated by the Transaction Documents, in accordance with the terms thereof, none of the Buyers have been
asked by the Company or any of its Subsidiaries to agree, nor has any Buyer agreed with the Company or any of its Subsidiaries,
to desist from effecting any transactions in or with respect to (including, without limitation, purchasing or selling, long and/or
short) any securities of the Company, or “derivative” securities based on securities issued by the Company or to hold
any of the Securities for any specified term; (ii) any Buyer, and counterparties in “derivative” transactions to which
any such Buyer is a party, directly or indirectly, presently may have a “short” position in the Common Shares which
was established prior to such Buyer’s knowledge of the transactions contemplated by the Transaction Documents; (iii) each
Buyer shall not be deemed to have any affiliation with or control over any arm’s length counterparty in any “derivative”
transaction; and (iv) each Buyer may rely on the Company’s obligation to timely deliver Common Shares upon conversion, exercise
or exchange, as applicable, of the Securities as and when required pursuant to the Transaction Documents for purposes of effecting
trading in the Common Shares of the Company. The Company further understands and acknowledges that following the public disclosure
of the transactions contemplated by the Transaction Documents pursuant to the Press Release (as defined below) one or more Buyers
may engage in hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable Common
Shares) at various times during the period that the Securities are outstanding, including, without limitation, during the periods
that the value and/or number of the Conversion Shares deliverable with respect to the Securities are being determined and such
hedging and/or trading activities (including, without limitation, the location and/or reservation of borrowable Common Shares),
if any, can reduce the value of the existing shareholders’ equity interest in the Company both at and after the time the
hedging and/or trading activities are being conducted. The Company acknowledges that such aforementioned hedging and/or trading
activities do not constitute a breach of this Agreement, the Notes or any other Transaction Document or any of the documents executed
in connection herewith or therewith.


 




    	 	21	 



     


    

 


(ff)         Manipulation
of Price. Since September 1, 2018, neither the Company nor any of its Subsidiaries has, and, to the knowledge of the Company,
no Person acting on their behalf has, directly or indirectly, (i) taken any action designed to cause or to result in the stabilization
or manipulation of the price of any security of the Company or any of its Subsidiaries to facilitate the sale or resale of any
of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities,
(iii) paid or agreed to pay to any Person any compensation for soliciting another to purchase any other securities of the Company
or any of its Subsidiaries or (iv) paid or agreed to pay any Person for research services with respect to any securities of the
Company or any of its Subsidiaries.


 


(gg)       U.S.
Real Property Holding Corporation. Neither the Company nor any of its Subsidiaries is, or has ever been, and so long as any
of the Securities are held by any of the Buyers, shall become, a U.S. real property holding corporation within the meaning of Section 897
of the Code, and the Company and each Subsidiary shall so certify upon any Buyer’s request.


 


(hh)       Registration
Eligibility. The Company is eligible to register the Registrable Securities for resale by the Buyers using Form F-3 promulgated
under the 1933 Act.


 


(ii)          Taxes.
On the Closing Date, all taxes (other than income or similar taxes) which are required to be paid in connection with the issuance
and sale of the Securities to be sold to each Buyer hereunder will be, or will have been, fully paid or provided for by the Company,
and all laws imposing such taxes will be or will have been complied with. There are no share transfer taxes that are required to
be paid by any Buyer under the laws of the Marshall Islands upon any resale by such Buyer of any of the Securities, assuming neither
the Buyer nor any subsequent purchaser of the Securities is a resident or citizen of the Marshall Islands.


 


(jj)          Bank
Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as
amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal
Reserve”). Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five
percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total
equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any
of its Subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank or any entity that
is subject to the BHCA and to regulation by the Federal Reserve.


 


(kk)        Shell
Company Status. The Company is not, and has never been, an issuer identified in, or subject to, Rule 144(i).


 




    	 	22	 



     


    

 


(ll)          Illegal
or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the best of the
Company’s knowledge (after reasonable inquiry of its officers and directors), any of the officers, directors, employees,
agents or other representatives of the Company or any of its Subsidiaries or any other business entity or enterprise with which
the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment,
contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback or bribe
to any Person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office
except for personal political contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.


 


(mm)      Money
Laundering. The Company and its Subsidiaries are in compliance with, and have not previously violated, the USA Patriot Act
of 2001 and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, without limitation, the
laws, regulations and Executive Orders and sanctions programs administered by the U.S. Office of Foreign Assets Control, including,
but not limited, to (i) Executive Order 13224 of September 23, 2001 entitled, “Blocking Property and Prohibiting Transactions
With Persons Who Commit, Threaten to Commit, or Support Terrorism” (66 Fed. Reg. 49079 (2001)); and (ii) any regulations
contained in 31 CFR, Subtitle B, Chapter V.


 


(nn)        Management.
Except as set forth in Schedule 3(nn) hereto, during the past five year period, no current or former officer or director
or, to the knowledge of the Company, no current ten percent (10%) or greater shareholder of the Company or any of its Subsidiaries
has been the subject of:


 


(i)          a
petition under bankruptcy laws or any other insolvency or moratorium law or the appointment by a court of a receiver, fiscal agent
or similar officer for such Person, or any partnership in which such person was a general partner at or within two years before
the filing of such petition or such appointment, or any corporation or business association of which such person was an executive
officer at or within two years before the time of the filing of such petition or such appointment;


 


(ii)         a
conviction in a criminal proceeding or a named subject of a pending criminal proceeding (excluding traffic violations that do not
relate to driving while intoxicated or driving under the influence);


 


(iii)        any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently
or temporarily enjoining any such person from, or otherwise limiting, the following activities:


 


(1)         Acting
as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage
transaction merchant, any other person regulated by the United States Commodity Futures Trading Commission or an associated person
of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing
any conduct or practice in connection with such activity;


 


(2)         Engaging
in any particular type of business practice; or


 




    	 	23	 



     


    

 


(3)         Engaging
in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of securities
laws or commodities laws;


 


(iv)        any
order, judgment or decree, not subsequently reversed, suspended or vacated, of any authority barring, suspending or otherwise limiting
for more than sixty (60) days the right of any such person to engage in any activity described in the preceding sub paragraph,
or to be associated with persons engaged in any such activity;


 


(v)         a
finding by a court of competent jurisdiction in a civil action or by the SEC or other authority to have violated any securities
law, regulation or decree and the judgment in such civil action or finding by the SEC or any other authority has not been subsequently
reversed, suspended or vacated; or


 


(vi)        a
finding by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated
any federal commodities law, and the judgment in such civil action or finding has not been subsequently reversed, suspended or
vacated.


 


(oo)         Share
Option Plans. Each share option granted by the Company was granted (i) in accordance with the terms of the applicable share
option plan of the Company and (ii) with an exercise price at least equal to the fair market value of the Common Shares on the
date such share option would be considered granted under IFRS and applicable law. No share option granted under the Company’s
share option plan has been backdated. The Company has not knowingly granted, and there is no and has been no policy or practice
of the Company to knowingly grant, share options prior to, or otherwise knowingly coordinate the grant of share options with, the
release or other public announcement of material information regarding the Company or its Subsidiaries or their financial results
or prospects.


 


(pp)         No
Disagreements with Accountants and Lawyers. There are no material disagreements of any kind presently existing, or reasonably
anticipated by the Company to arise, between the Company and the accountants and lawyers formerly or presently employed by the
Company and the Company is current with respect to any fees owed to its accountants and lawyers which could affect the Company’s
ability to perform any of its obligations under any of the Transaction Documents. In addition, on or prior to the date hereof,
the Company had discussions with its accountants about its financial statements previously filed with the SEC. Based on those discussions,
the Company has no reason to believe that it will need to restate any such financial statements or any part thereof.


 


(qq)         No
Disqualification Events. With respect to Securities to be offered and sold hereunder in reliance on Rule 506(b) under the 1933
Act (“Regulation D Securities”), none of the Company, any of its predecessors, any affiliated issuer, any director,
executive officer, other officer of the Company participating in the offering contemplated hereby, any beneficial owner of 20%
or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter
(as that term is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each,
an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of
the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification
Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable
care to determine whether any Issuer Covered Person is subject to a Disqualification Event. The Company has complied, to the extent
applicable, with its disclosure obligations under Rule 506(e), and has furnished to the Buyers a copy of any disclosures provided
thereunder.


 




    	 	24	 



     


    

 


(rr)         Other
Covered Persons. The Company is not aware of any Person that has been or will be paid (directly or indirectly) remuneration
for solicitation of Buyers or potential purchasers in connection with the sale of any Regulation D Securities.


 


(ss)        No
Additional Agreements. The Company does not have any agreement or understanding with any Buyer with respect to the transactions
contemplated by the Transaction Documents other than as specified in the Transaction Documents.


 


(tt)         Public
Utility Holding Act. None of the Company nor any of its Subsidiaries is a “holding company,” or an “affiliate”
of a “holding company,” as such terms are defined in the Public Utility Holding Act of 2005.


 


(uu)       Federal
Power Act. None of the Company nor any of its Subsidiaries is subject to regulation as a “public utility” under
the Federal Power Act, as amended.


 


(vv)       Disclosure.
The Company confirms that neither it nor any other Person acting on its behalf has provided any of the Buyers or their agents
or counsel with any information that constitutes or could reasonably be expected to constitute material, non-public information
concerning the Company or any of its Subsidiaries, other than the existence of the transactions contemplated by this Agreement
and the other Transaction Documents. The Company understands and confirms that each of the Buyers will rely on the foregoing representations
in effecting transactions in securities of the Company. All disclosure provided to the Buyers regarding the Company and its Subsidiaries,
their businesses and the transactions contemplated hereby, including the schedules to this Agreement, furnished by or on behalf
of the Company or any of its Subsidiaries is true and correct and does not contain any untrue statement of a material fact or
omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under
which they were made, not misleading. All of the written information furnished after the date hereof by or on behalf of the Company
or any of its Subsidiaries to each Buyer pursuant to or in connection with this Agreement and the other Transaction Documents,
taken as a whole, will be true and correct in all material respects as of the date on which such information is so provided and
will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements
made therein, in the light of the circumstances under which they were made, not misleading. Each press release issued by the Company
or any of its Subsidiaries during the twelve (12) months preceding the date of this Agreement did not at the time of release contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to
make the statements therein, in the light of the circumstances under which they are made, not misleading. No event or circumstance
has occurred or information exists with respect to the Company or any of its Subsidiaries or its or their business, properties,
liabilities, prospects, operations (including results thereof) or conditions (financial or otherwise), which, under applicable
law, rule or regulation, requires public disclosure at or before the date hereof or announcement by the Company but which has
not been so publicly disclosed. The Company acknowledges and agrees that no Buyer makes or has made any representations or warranties
with respect to the transactions contemplated hereby other than those specifically set forth in Section 2.


 




    	 	25	 



     


    

 


4.           COVENANTS.


 


(a)          Best
Efforts. Each Buyer shall use its best efforts to timely satisfy each of the covenants hereunder and conditions to be satisfied
by it as provided in Section 6 of this Agreement. The Company shall use its best efforts to timely satisfy each of the covenants
hereunder and conditions to be satisfied by it as provided in Section 7 of this Agreement.


 


(b)          Blue
Sky. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary,
if any, in order to obtain an exemption for, or to, qualify the Securities for sale to the Buyers at the Closing pursuant to this
Agreement under applicable securities or “Blue Sky” laws of the states of the United States (or to obtain an exemption
from such qualification), and shall provide evidence of any such action so taken to the Buyers on or prior to the Closing Date.
Without limiting any other obligation of the Company under this Agreement, the Company shall timely make all required filings and
reports relating to the offer and sale of the Securities required under all applicable securities laws (including, without limitation,
all applicable federal securities laws and all applicable “Blue Sky” laws, if any), and the Company shall comply with
all applicable foreign, federal, state and local laws, statutes, rules, regulations and the like relating to the offering and sale
of the Securities to the Buyers.


 


(c)          Reporting
Status. Until the date on which the Buyers shall have sold all of the Registrable Securities or the Registrable Securities
can be resold freely without limitation pursuant to Rule 144 (the “Reporting Period”), the Company shall timely
file all reports required to be filed with the SEC pursuant to the 1934 Act, and the Company shall not terminate its status as
an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would no longer
require or otherwise permit such termination.


 


(d)          Use
of Proceeds. The Company will use the proceeds from the sale of the Securities for general corporate purposes, but not, directly
or indirectly, for (i) except as set forth on Schedule 4(d), the satisfaction of any indebtedness of the Company or any
of its Subsidiaries, (ii) the redemption or repurchase of any securities of the Company or any of its Subsidiaries, or (iii) the
settlement of any outstanding litigation.


 


(e)          Financial
Information. The Company agrees to send the following to each Investor (as defined in the Registration Rights Agreement) during
the Reporting Period (i) unless the following are filed with the SEC through EDGAR and are available to the public through the
EDGAR system, within one (1) Business Day after the filing thereof with the SEC, a copy of its Annual Report on Form 20-F, Report
of Foreign Issuer on Form 6-K, any other interim reports or any consolidated balance sheets, income statements, shareholders’
equity statements and/or cash flow statements for any period other than annual, any Report of Foreign Issuer on Form 6-K and any
registration statements (other than on Form S-8) or amendments filed pursuant to the 1933 Act, (ii) unless the following are either
filed with the SEC through EDGAR or are otherwise widely disseminated via a recognized news release service (such as PR Newswire)
or posted on the Company’s website, on the same day as the release thereof, facsimile copies of all press releases issued
by the Company or any of its Subsidiaries and (iii) unless the following are filed with the SEC through EDGAR, copies of any notices
and other information made available or given to the shareholders of the Company generally, contemporaneously with the making available
or giving thereof to the shareholders.


 




    	 	26	 



     


    

 


(f)          Listing.
The Company shall promptly secure the listing or designation for quotation (as the case may be) of all of the Registrable Securities
upon each national securities exchange and automated quotation system, if any, upon which the Common Shares is then listed or designated
for quotation (as the case may be) (subject to official notice of issuance) and shall maintain such listing or designation for
quotation (as the case may be) of all Registrable Securities from time to time issuable under the terms of the Transaction Documents
on such national securities exchange or automated quotation system. The Company shall maintain the Common Shares’ listing
or authorization for quotation (as the case may be) on any one (or more) of the Principal Market, The New York Stock Exchange,
the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market or the Nasdaq Global Select Market (each, an “Eligible
Market”). Neither the Company nor any of its Subsidiaries shall take any action which could be reasonably expected to
result in the delisting or suspension of the Common Shares so that they are not listed or admitted for trading on any Eligible
Market. The Company shall pay all fees and expenses in connection with satisfying its obligations under this Section 4(f).


 


(g)          Fees.
The Company shall reimburse the lead Buyer for all reasonable costs and expenses incurred by it or its affiliates in connection
with the structuring, documentation, negotiation and closing of the transactions contemplated by the Transaction Documents (including,
without limitation, as applicable, all reasonable legal fees of outside counsel and disbursements of Kelley Drye & Warren LLP,
counsel to the lead Buyer, any other reasonable fees and expenses in connection with the structuring, documentation, negotiation
and closing of the transactions contemplated by the Transaction Documents and due diligence and regulatory filings in connection
therewith) in an amount not to exceed $50,000 without the prior consent of the Company (the “Transaction Expenses”)
and shall be withheld by the lead Buyer from its Purchase Price at the Closing, less $10,000 previously paid by the Company to
Kelley Drye & Warren LLP; provided, that the Company shall promptly reimburse Kelley Drye & Warren LLP on demand for all
Transaction Expenses not so reimbursed through such withholding at the Closing. The Company shall be responsible for the payment
of any placement agent’s fees, financial advisory fees, transfer agent fees, DTC (as defined below) fees or broker’s
commissions (other than for Persons engaged by any Buyer, the paying of which Persons shall be Buyer’s sole responsibility)
relating to or arising out of the transactions contemplated hereby. The Company shall pay, and hold each Buyer harmless against,
any liability, loss or expense (including, without limitation, reasonable attorneys’ fees and out-of-pocket expenses) arising
in connection with any claim relating to any such payment (other than for Persons engaged by any Buyer, the paying of which Persons
shall be Buyer’s sole responsibility). Except as otherwise set forth in the Transaction Documents, each party to this Agreement
shall bear its own expenses in connection with the sale of the Securities to the Buyers.


 




    	 	27	 



     


    

 


(h)          Pledge
of Securities. Notwithstanding anything to the contrary contained in this Agreement, the Company acknowledges and agrees that
the Securities may be pledged by an Investor in connection with a bona fide margin agreement or other loan or financing arrangement
that is secured by the Securities. The pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities
hereunder (unless and until the pledgee exercises its rights under the relevant pledge agreement), and no Investor effecting a
pledge of Securities shall be required to provide the Company with any notice thereof or otherwise make any delivery to the Company
pursuant to this Agreement or any other Transaction Document, including, without limitation, Section 2(i) hereof; provided
that an Investor and its pledgee shall be required to comply with the provisions of Section 2(i) hereof in order to effect a sale,
transfer or assignment of Securities to such pledgee. The Company hereby agrees to execute and deliver such documentation as a
pledgee of the Securities may reasonably request in connection with a pledge of the Securities to such pledgee by a Buyer.


 


(i)          Disclosure
of Transactions and Other Material Information.


 


(i)          Disclosure
of Transaction. The Company shall, on or before 9:30 a.m., New York time, on the first (1st) Business Day after
the date of this Agreement, issue a press release (the “Press Release”) reasonably acceptable to the Buyers
disclosing all the material terms of the transactions contemplated by the Transaction Documents. On or before 9:30 a.m., New York
time, on the first (1st) Business Day after the date of this Agreement, the Company shall file a Report of Foreign Issuer
on Form 6-K describing all the material terms of the transactions contemplated by the Transaction Documents in the form required
by the 1934 Act and attaching all the material Transaction Documents (including, without limitation, this Agreement (and all schedules
to this Agreement), the form of Notes and the form of the Registration Rights Agreement) (including all attachments, the “6-K
Filing”). From and after the filing of the 6-K Filing, the Company shall have disclosed all material, non-public information
(if any) provided to any of the Buyers by the Company or any of its Subsidiaries or any of their respective officers, directors,
employees or agents in connection with the transactions contemplated by the Transaction Documents. In addition, effective upon
the filing of the 6-K Filing, the Company acknowledges and agrees that any and all confidentiality or similar obligations under
any agreement, whether written or oral, between the Company, any of its Subsidiaries or any of their respective officers, directors,
affiliates, employees or agents, on the one hand, and any of the Buyers or any of their affiliates, on the other hand, shall terminate.


 




    	 	28	 



     


    

 


(ii)         Limitations
on Disclosure. The Company shall not, and the Company shall cause each of its Subsidiaries and each of its and their respective
officers, directors, employees and agents not to, provide any Buyer with any material, non-public information regarding the Company
or any of its Subsidiaries from and after the date hereof without the express prior written consent of such Buyer (which may be
granted or withheld in such Buyer’s sole discretion). In the event of a breach of any of the foregoing covenants, including,
without limitation, Section 4(n) of this Agreement, or any of the covenants or agreements contained in any other Transaction
Document, by the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees and agents
(as determined in the reasonable good faith judgment of such Buyer), in addition to any other remedy provided herein or in the
Transaction Documents, such Buyer shall have the right to make a public disclosure, in the form of a press release, public advertisement
or otherwise, of such breach or such material, non-public information, as applicable, without the prior approval by the Company,
any of its Subsidiaries, or any of its or their respective officers, directors, employees or agents. No Buyer shall have any liability
to the Company, any of its Subsidiaries, or any of its or their respective officers, directors, employees, affiliates, shareholders
or agents, for any such disclosure. To the extent that the Company delivers any material, non-public information to a Buyer without
such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality
with respect to, or a duty not to trade on the basis of, such material, non-public information. Subject to the foregoing, neither
the Company, its Subsidiaries nor any Buyer shall issue any press releases or any other public statements with respect to the transactions
contemplated hereby; provided, however, the Company shall be entitled, without the prior approval of any Buyer, to make the Press
Release and any press release or other public disclosure with respect to such transactions (i) in substantial conformity with the
6-K Filing and contemporaneously therewith and (ii) as is required by applicable law and regulations (provided that in the case
of clause (i) each Buyer shall be consulted by the Company in connection with any such press release or other public disclosure
prior to its release). Without the prior written consent of the applicable Buyer (which may be granted or withheld in such Buyer’s
sole discretion), the Company shall not (and shall cause each of its Subsidiaries and affiliates to not) disclose the name of such
Buyer in any filing, announcement, release or otherwise, but may release the name of the Buyer and its beneficial owners in any
Registration Statement. Notwithstanding anything contained in this Agreement to the contrary and without implication that the contrary
would otherwise be true, the Company expressly acknowledges and agrees that no Buyer shall have (unless expressly agreed to by
a particular Buyer after the date hereof in a written definitive and binding agreement executed by the Company and such particular
Buyer (it being understood and agreed that no Buyer may bind any other Buyer with respect thereto)), any duty of confidentiality
with respect to, or a duty not to trade on the basis of, any material, non-public information regarding the Company or any of its
Subsidiaries.


 


(j)          Additional
Registration Statements. Until the Applicable Date (as defined below) and at any time thereafter while any Registration Statement
is not effective or the prospectus contained therein is not available for use or any Current Public Information Failure (as defined
in the Registration Rights Agreement) exists, the Company shall not file a registration statement or an offering statement under
the 1933 Act relating to securities that are not the Registrable Securities (other than a registration statement on Form F-8 or
such supplements or amendments to registration statements that are outstanding and have been declared effective by the SEC as of
the date hereof (solely to the extent necessary to keep such registration statements effective and available and not with respect
to any Subsequent Placement)), other than registration statements the Company is contractually obligated to file under registration
rights agreements to which the Company is already party to as of the date hereof. “Applicable Date” means the
earlier of (x) the first date on which the resale by the Buyers of all the Registrable Securities required to be filed on the initial
Registration Statement (as defined in the Registration Rights Agreement) pursuant to the Registration Rights Agreement is declared
effective by the SEC (and each prospectus contained therein is available for use on such date) or (y) the first date on which all
of the Registrable Securities are eligible to be resold by the Buyers pursuant to Rule 144 (or, if a Current Public Information
Failure has occurred and is continuing, such later date after which the Company has cured such Current Public Information Failure).


 




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(k)          Reservation
of Shares. So long as any of the Notes remain outstanding, the Company shall take all action necessary to at all times have
authorized, and reserved for the purpose of issuance, no less than 200% of the maximum number of Common Shares issuable upon conversion
of all the Notes then outstanding (assuming for purposes hereof that (x) the Notes are convertible at the Conversion Price then
in effect, (y) interest on the Notes shall accrue through the first anniversary of the Closing Date and will be converted in Common
Shares at a conversion price equal to the Alternate Conversion Price assuming an Alternate Conversion Date as of the applicable
date of determination and (z) any such conversion shall not take into account any limitations on the conversion of the Notes set
forth in the Notes), (collectively, the “Required Reserve Amount”); provided that at no time shall the number
of Common Shares reserved pursuant to this Section 4(k) be reduced other than proportionally in connection with any conversion
and/or redemption, as applicable of Notes or reverse stock splits. If at any time the number of Common Shares authorized and reserved
for issuance is not sufficient to meet the Required Reserve Amount, the Company will promptly take all corporate action necessary
to authorize and reserve a sufficient number of shares, including, without limitation, calling a special meeting of shareholders
to authorize additional shares to meet the Company’s obligations pursuant to the Transaction Documents, in the case of an
insufficient number of authorized shares, obtain shareholder approval of an increase in such authorized number of shares, and voting
the management shares of the Company in favor of an increase in the authorized shares of the Company to ensure that the number
of authorized shares is sufficient to meet the Required Reserve Amount.


 


(l)          Conduct
of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or
regulation of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually
or in the aggregate, in a Material Adverse Effect.


 


(m)         Variable
Securities. So long as any Notes remain outstanding, the Company and each Subsidiary shall be prohibited from effecting or
entering into an agreement to effect any Subsequent Placement involving a Variable Rate Transaction. “Variable Rate Transaction”
means a transaction in which the Company or any Subsidiary (i) issues or sells any Convertible Securities either (A) at a conversion,
exercise or exchange rate or other price that is based upon and/or varies with the trading prices of or quotations for the Common
Shares at any time after the initial issuance of such Convertible Securities, or (B) with a conversion, exercise or exchange price
that is subject to being reset at some future date after the initial issuance of such Convertible Securities or upon the occurrence
of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Shares,
other than pursuant to a customary “weighted average” anti-dilution provision or (ii) enters into any agreement (including,
without limitation, an equity line of credit or an “at-the-market” offering) whereby the Company or any Subsidiary
may sell securities at a future determined price (other than standard and customary “preemptive” or “participation”
rights), other than pursuant to the existing $15,000,000 Revolving Credit Facility dated November 21, 2018 and made between the
Company and Firment Shipping Inc., pursuant to the terms in effect as of the date hereof. Each Buyer shall be entitled to obtain
injunctive relief against the Company and its Subsidiaries to preclude any such issuance, which remedy shall be in addition to
any right to collect damages. For the avoidance of doubt, this Section 4(m) shall not infer or imply any agreement by the Company
to refrain from conducting a transaction which is not a Variable Rate Transaction.


 




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(n)          Participation
Right. So long as any Notes remain outstanding, neither the Company nor any of its Subsidiaries shall directly or indirectly
issue, offer, sell, grant any option or right to purchase, or otherwise dispose of (or announce any issuance, offer, sale, grant
of any option or right to purchase or other disposition of) any equity security or any equity-linked security (including, without
limitation, any “equity security” (as that term is defined under Rule 405 promulgated under the 1933 Act), any Convertible
Securities, any preferred shares or any purchase rights) (any such issuance, offer, sale, grant, disposition or announcement (occurring
between (i) the initial issuance of the Notes and (ii) the earliest of the Maturity Date (as defined in the Notes) or the conversion
or redemption in full) is referred to as a “Subsequent Placement”) unless the Company shall have first complied
with this Section 4(n). The Company acknowledges and agrees that the right set forth in this Section 4(n) is a right
granted by the Company, separately, to each Buyer. For the avoidance of doubt, this Section 4(n) shall not apply to debt financings.


 


(i)          At
least five (5) Trading Days prior to any proposed or intended Subsequent Placement, the Company shall deliver to each Buyer a written
notice (each such notice, a “Pre-Notice”), which Pre-Notice shall not contain any information (including, without
limitation, material, non-public information) other than: (A) if the proposed Offer Notice (as defined below) constitutes or contains
material, non-public information, a statement asking whether the Investor is willing to accept material non-public information
or (B) if the proposed Offer Notice does not constitute or contain material, non-public information, (x) a statement that the Company
proposes or intends to effect a Subsequent Placement, (y) a statement that the statement in clause (x) above does not constitute
material, non-public information and (z) a statement informing such Buyer that it is entitled to receive an Offer Notice (as defined
below) with respect to such Subsequent Placement upon its written request. Upon the written request of a Buyer within three (3)
Trading Days after the Company’s delivery to such Buyer of such Pre-Notice, and only upon a written request by such Buyer,
the Company shall promptly, but no later than one (1) Trading Day after such request, dispatch to such Buyer an irrevocable written
notice (the “Offer Notice”) of any proposed or intended issuance or sale or exchange (the “Offer”)
of the securities being offered (the “Offered Securities”) in a Subsequent Placement, which Offer Notice shall
(A) identify and describe the Offered Securities, (B) describe the price and other terms upon which they are to be issued, sold
or exchanged, and the number or amount of the Offered Securities to be issued, sold or exchanged, (C) identify the Persons (if
known) to which or with which the Offered Securities are to be offered, issued, sold or exchanged and (D) offer to issue and sell
to or exchange with such Buyer in accordance with the terms of the Offer such Buyer’s pro rata portion of 50% the Offered
Securities, it being understood (I) that the number of Offered Securities which such Buyer shall have the right to subscribe for
under this Section 4(n) shall be (x) based on such Buyer’s pro rata portion of the aggregate original principal amount of
the Notes purchased hereunder by all Buyers (the “Basic Amount”), and (y) with respect to each Buyer that elects
to purchase its Basic Amount, any additional portion of the Offered Securities attributable to the Basic Amounts of other Buyers
as such Buyer shall indicate it will purchase or acquire should the other Buyers subscribe for less than their Basic Amounts (the
“Undersubscription Amount”), and (II) that all Buyers in the aggregate shall be entitled to acquire 50% of the
total Offered Securities. If a Buyer does not reply to a Pre-Notice within one (1) Business Day, then it shall be deemed to have
rejected the offer contained therein. Each Buyer acknowledges and agrees that the information contained in the Offer Notice will
likely be material non-public information and each Buyer shall keep its confidence and Section 4(i) shall not apply to such information.


 




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(ii)         To
accept an Offer, in whole or in part, such Buyer must deliver a written notice to the Company prior to the end of the fifth (5th)
Business Day after such Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the portion
of such Buyer’s Basic Amount that such Buyer elects to purchase and, if such Buyer shall elect to purchase all of its Basic
Amount, the Undersubscription Amount, if any, that such Buyer elects to purchase (in either case, the “Notice of Acceptance”).
If the Basic Amounts subscribed for by all Buyers are less than the total of all of the Basic Amounts, then each Buyer who has
set forth an Undersubscription Amount in its Notice of Acceptance shall be entitled to purchase, in addition to the Basic Amounts
subscribed for, the Undersubscription Amount it has subscribed for; provided, however, if the Undersubscription Amounts subscribed
for exceed the difference between the total of all the Basic Amounts and the Basic Amounts subscribed for (the “Available
Undersubscription Amount”), each Buyer who has subscribed for any Undersubscription Amount shall be entitled to purchase
only that portion of the Available Undersubscription Amount as the Basic Amount of such Buyer bears to the total Basic Amounts
of all Buyers that have subscribed for Undersubscription Amounts, subject to rounding by the Company to the extent it deems reasonably
necessary. Notwithstanding the foregoing, if the Company desires to modify or amend the terms and conditions of the Offer prior
to the expiration of the Offer Period, the Company may deliver to each Buyer a new Offer Notice and the Offer Period shall expire
on the fifth (5th) Business Day after such Buyer’s receipt of such new Offer Notice.


 


(iii)        The
Company shall have ten (10) Business Days from the expiration of the Offer Period above (A) to offer, issue, sell or exchange all
or any part of such Offered Securities as to which a Notice of Acceptance has not been given by a Buyer (the “Refused
Securities”) pursuant to a definitive agreement(s) (the “Subsequent Placement Agreement”), but only
to the offerees described in the Offer Notice (if so described therein) and only upon terms and conditions (including, without
limitation, unit prices and interest rates) that are not more favorable to the acquiring Person or Persons or less favorable to
the Company than those set forth in the Offer Notice and (B) to publicly announce (x) the execution of such Subsequent Placement
Agreement, and (y) the consummation of the transactions contemplated by such Subsequent Placement Agreement, which shall be filed
with the SEC on a Report of Foreign Issuer on Form 6-K with such Subsequent Placement Agreement and any documents contemplated
therein filed. Notwithstanding, the Company shall not be obligated, nor shall any Buyer be permitted, to disclose the failure of
the Company to complete a transaction.


 




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(iv)        In
the event the Company shall propose to sell less than all the Refused Securities (any such sale to be in the manner and on the
terms specified in Section 4(n)(ii) above), then each Buyer may, at its sole option and in its sole discretion, withdraw its
Notice of Acceptance or reduce the number or amount of the Offered Securities specified in its Notice of Acceptance to an amount
that shall be not less than the number or amount of the Offered Securities that such Buyer elected to purchase pursuant to Section 4(n)(ii)
above multiplied by a fraction, (i) the numerator of which shall be the number or amount of Offered Securities the Company actually
proposes to issue, sell or exchange (including Offered Securities to be issued or sold to Buyers pursuant to this Section 4(n)
prior to such reduction) and (ii) the denominator of which shall be the original amount of the Offered Securities. In the event
that any Buyer so elects to reduce the number or amount of Offered Securities specified in its Notice of Acceptance, the Company
may not issue, sell or exchange more than the reduced number or amount of the Offered Securities unless and until such securities
have again been offered to the Buyers in accordance with Section 4(n)(i) above.


 


(v)         Upon
the closing of the issuance, sale or exchange of all or less than all of the Refused Securities, such Buyer shall acquire from
the Company, and the Company shall issue to such Buyer, the number or amount of Offered Securities specified in its Notice of Acceptance,
as reduced pursuant to Section 4(n)(iv) above if such Buyer has so elected, upon the terms and conditions specified in the
Offer. The purchase by such Buyer of any Offered Securities is subject in all cases to the preparation, execution and delivery
by the Company and such Buyer of a separate purchase agreement relating to such Offered Securities reasonably satisfactory in form
and substance to such Buyer and its counsel.


 


(vi)        Any
Offered Securities not acquired by a Buyer or other Persons in accordance with this Section 4(n) may not be issued, sold or
exchanged until they are again offered to such Buyer under the procedures specified in this Agreement.


 


(vii)       The
Company and each Buyer agree that if any Buyer elects to participate in the Offer, (x) neither the Subsequent Placement Agreement
with respect to such Offer nor any other transaction documents related thereto (collectively, the “Subsequent Placement
Documents”) shall include any term or provision whereby such Buyer shall (i) be required to agree to any restrictions
on trading as to any securities of the Company held by such Buyer immediately prior to such Subsequent Placement (or issuable upon
conversion or exercise (or otherwise pursuant to the terms of), as applicable, of any such security of the Company held by such
Buyer immediately prior to such Subsequent Placement), or (ii) be required to consent to any amendment to or termination of, or
grant any waiver, release or the like under or in connection with, any agreement previously entered into with the Company or any
instrument received from the Company, and (y) any registration rights set forth in such Subsequent Placement Documents shall be
similar in all material respects to the registration rights contained in the Registration Rights Agreement.


 




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(viii)      Notwithstanding
anything to the contrary in this Section 4(n) and unless otherwise agreed to by such Buyer, the Company shall either confirm in
writing to such Buyer that the transaction with respect to the Subsequent Placement has been abandoned or shall publicly disclose
its intention to issue the Offered Securities, in either case, in such a manner such that such Buyer will not be in possession
of any material, non-public information, by the 15th Business Day following delivery of the Offer Notice. If by such 15th
Business Day, no public disclosure regarding a transaction with respect to the Offered Securities has been made, and no notice
regarding the abandonment of such transaction has been received by such Buyer, such transaction shall be deemed to have been abandoned
and such Buyer shall not be in possession of any material, non-public information with respect to the Company or any of its Subsidiaries.
Should the Company decide to pursue such transaction with respect to the Offered Securities, the Company shall provide such Buyer
with another Offer Notice and such Buyer will again have the right of participation set forth in this Section 4(n). Unless the
Buyer consents otherwise, the Company shall not be permitted to deliver more than one such Offer Notice to such Buyer in any sixty
(60) day period, except as expressly contemplated by the last sentence of Section 4(n)(ii).


 


(ix)         The
restrictions contained in this Section 4(n) shall not apply in connection with the issuance of any Excluded Securities (as defined
in the Notes). The Company shall not circumvent the provisions of this Section 4(n) by providing terms or conditions to one Buyer
that are not provided to all.


 


(o)          Restriction
on Redemption and Cash Dividends. So long as any Notes are outstanding, the Company shall not, directly or indirectly, redeem,
or declare or pay any cash dividend or distribution on, any securities of the Company without the prior express written consent
of the Buyers.


 


(p)          Passive
Foreign Investment Company. The Company shall use best efforts to conduct its business, and shall use best efforts to cause
its Subsidiaries to conduct their respective businesses, in such a manner as will ensure that the Company will not be deemed to
constitute a passive foreign investment company within the meaning of Section 1297 of the Code.


 


(q)          Corporate
Existence. So long as any Buyer beneficially owns any Notes, the Company shall not be party to any Fundamental Transaction
(as defined in the Notes) unless the Company is in compliance with the applicable provisions governing Fundamental Transactions
set forth in the Notes.


 


(r)          Conversion
Procedures. The form of Conversion Notice (as defined in the Notes) included in the Notes and the description thereof in the
Notes set forth the totality of the procedures required of the Buyers in order to convert the Notes. Except as provided in Section
5(d), and except for information reasonable requested to ensure compliance with applicable securities laws, no additional legal
opinion, other information or instructions shall be required of the Buyers to convert their Notes. The Company shall honor conversions
of the Notes and shall deliver the Conversion Shares in accordance with the terms, conditions and time periods set forth in the
Notes.


 




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(s)          Regulation
M. The Company will not take any action prohibited by Regulation M under the 1934 Act, in connection with the distribution
of the Securities contemplated hereby.


 


(t)          General
Solicitation. None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act) or any person acting
on behalf of the Company or such affiliate will solicit any offer to buy or offer or sell the Securities by means of any form
of general solicitation or general advertising within the meaning of Regulation D, including: (i) any advertisement, article,
notice or other communication published in any newspaper, magazine or similar medium or broadcast over television or radio; and
(ii) any seminar or meeting whose attendees have been invited by any general solicitation or general advertising. 


 


(u)          Integration.
None of the Company, any of its affiliates (as defined in Rule 501(b) under the 1933 Act), or any person acting on behalf of the
Company or such affiliate will sell, offer for sale, or solicit offers to buy or otherwise negotiate in respect of any security
(as defined in the 1933 Act) which will be integrated with the sale of the Securities in a manner which would require the registration
of the Securities under the 1933 Act or require shareholder approval under the rules and regulations of the Principal Market and
the Company will take all action that is appropriate or necessary to assure that its offerings of other securities will not be
integrated for purposes of the 1933 Act or the rules and regulations of the Principal Market, with the issuance of Securities
contemplated hereby. 


 


(v)         Notice
of Disqualification Events. Unless disclosed on EDGAR, the Company will notify the Buyers in writing, prior to the Closing
Date of (i) any Disqualification Event relating to any Issuer Covered Person and (ii) any event that would, with the passage of
time, become a Disqualification Event relating to any Issuer Covered Person.


 


(w)         Closing
Documents. On or prior to fifteen (15) Business Days after the Closing Date, the Company agrees to deliver, or cause to be
delivered, to each Buyer and Kelley Drye & Warren LLP a complete closing set of the executed Transaction Documents, Securities
and any other document required to be delivered to any party pursuant to Section 7 hereof or otherwise, which may be transmitted
electronically.


 


5.           REGISTER;
TRANSFER AGENT INSTRUCTIONS; LEGEND.


 


(a)          Register.
The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate
by notice to each holder of Notes), a register for the Notes in which the Company shall record the name and address of the Person
in whose name the Notes have been issued (including the name and address of each transferee), the principal amount of the Notes
held by such Person, the number of Conversion Shares issuable pursuant to the terms of the Notes held by such Person. The Company
shall keep the register open and available at all times during business hours for inspection of any Buyer or its legal representatives
upon reasonable notice.


 




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(b)          Transfer
Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent and any subsequent transfer agent
(as applicable, the “Transfer Agent”) in a form acceptable to each of the Buyers (the “Irrevocable
Transfer Agent Instructions”) to issue certificates (or issue uncertificated shares) or credit shares to the applicable
balance accounts at The Depository Trust Company (“DTC”), registered in the name of each Buyer or its respective
nominee(s), for the Conversion Shares in such amounts as specified from time to time by each Buyer to the Company upon conversion
of the Notes. The Company represents and warrants that no instruction other than the Irrevocable Transfer Agent Instructions referred
to in this Section 5(b), stop transfer instructions to give effect to Section 2(i) hereof, and instructions related to the
reservation of Common Shares for issuance pursuant to conversion of the Notes will be given by the Company to its transfer agent
with respect to the Securities, and that the Securities shall otherwise be freely transferable on the books and records of the
Company, as applicable, to the extent provided in this Agreement, the other Transaction Documents, and applicable securities laws.
If a Buyer effects a sale, assignment or transfer of the Securities in accordance with Section 2(i), the Company shall permit the
transfer and shall promptly instruct its transfer agent to issue one or more certificates or credit shares to the applicable balance
accounts at DTC in such name and in such denominations as specified by such Buyer to effect such sale, transfer or assignment,
subject to applicable securities laws. In the event that such sale, assignment or transfer involves Conversion Shares sold, assigned
or transferred pursuant to an effective registration statement or in compliance with Rule 144, the transfer agent shall issue such
shares to such Buyer, assignee or transferee (as the case may be) without any restrictive legend in accordance with Section 5(d)
below. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to a Buyer. Accordingly,
the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5(b) will be inadequate
and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section 5(b), that a Buyer
shall be entitled, in addition to all other available remedies, to an order and/or injunction restraining any breach and requiring
immediate issuance and transfer, without the necessity of showing economic loss and without any bond or other security being required.
To the extent required by the Transfer Agent, the Company shall cause its counsel to issue the legal opinion referred to in the
Irrevocable Transfer Agent Instructions to the Company’s transfer agent on each Effective Date (as defined in the Registration
Rights Agreement). Any fees (with respect to the transfer agent, counsel to the Company or otherwise) associated with the issuance
of such opinion or the removal of any legends on any of the Securities shall be borne by the Company.


 


(c)          Legends.
Each Buyer understands that the Securities have been issued (or will be issued in the case of the Conversion Shares) pursuant to
an exemption from registration or qualification under the 1933 Act and applicable state securities laws, and except as set forth
below, the Securities shall bear any legend as required by the “blue sky” laws of any state and a restrictive legend
in substantially the following form (and a stop-transfer order may be placed against transfer of such share certificates):


 


[NEITHER THE ISSUANCE AND SALE
OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN][THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT 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 (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. FOR THE AVOIDANCE OF DOUBT, THE SECURITIES HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S.
PERSONS UNLESS THE SECURITIES ARE REGISTERED UNDER SAID ACT OR AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS AVAILABLE.
NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING
ARRANGEMENT SECURED BY THE SECURITIES.


 




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(d)          Removal
of Legends. Certificates evidencing Securities shall not be required to contain the legend set forth in Section 5(c) above
or any other legend (i) while a registration statement (including a Registration Statement) covering the resale of such Securities
is effective under the 1933 Act, (ii) following any sale of such Securities pursuant to Rule 144 assuming the transferor is not
an affiliate of the Company and it provides the Company with reasonable assurances that such Securities are eligible for such sale
under Rule 144 and have been issued (or will be issued, as applicable) in compliance with the terms and conditions of the applicable
Note), including by providing an appropriate representation letter relating to Rule 144 that contains, among other things, the
Buyer’s non-affiliate status and length of time in which it has held Securities and lack of material non-public information),
(iii) if such Securities are 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 (provided that such Buyer is not an affiliate of the Company and it
provides the Company with reasonable assurances that such Securities are eligible for such sale, assignment or transfer under Rule
144 for a company that is non-reporting issuer, including by providing an appropriate representation letter relating to Rule 144
that contains, among other things, the Purchaser’s non-affiliate status and length of time in which it has held Securities
and lack of material non-public information), or (iv) in connection with a sale, assignment or other transfer (other than under
Rule 144), provided that such Buyer provides the Company with an opinion of counsel to such Buyer, in a generally acceptable form,
to the effect that such sale, assignment or transfer of the Securities may be made without registration under the applicable requirements
of the 1933 Act or (iv) if such legend is not required under applicable requirements of the 1933 Act (including, without limitation,
controlling judicial interpretations and pronouncements issued by the SEC) so long as the Buyer provides standard representation
letters relating thereto. If a legend is not required pursuant to the foregoing, the Company shall no later than five (5) Trading
Days (or such earlier date as required pursuant to the 1934 Act or other applicable law, rule or regulation for the settlement
of a trade initiated on the date such Buyer delivers such legended certificate or book entry statement representing such Securities
to the Company) following the delivery by a Buyer to the Company or the transfer agent (with notice to the Company) of a legended
certificate or book entry statement representing such Securities (endorsed or with share powers attached, signatures guaranteed,
and otherwise in form necessary to affect the reissuance and/or transfer, if applicable), together with any other deliveries reasonably
requested by the Company from such Buyer as may be required above, or to evidence compliance with this Section 5(d) and applicable
law, including standard Rule 144 representation letters, as directed by such Buyer, either: (A) provided that the Company’s
transfer agent is participating in the DTC Fast Automated Securities Transfer Program and such Securities are Conversion Shares,
credit the aggregate number of Common Shares to which such Buyer shall be entitled to such Buyer’s or its designee’s
balance account with DTC through its Deposit/Withdrawal at Custodian system or (B) if the Company’s transfer agent is not
participating in the DTC Fast Automated Securities Transfer Program, issue and deliver (via reputable overnight courier) to such
Buyer, a certificate (or proof of issuance of uncertificated shares) representing such Securities that is free from all restrictive
and other legends, registered in the name of such Buyer or its designee. The Company shall be responsible for any transfer agent
fees or DTC fees with respect to any issuance of Securities or the removal of any legends with respect to any Securities in accordance
herewith. Each Buyer agrees that if any Securities were unlegended due to an effective registration statement covering the sale
of such Securities no longer being effective, and such Securities 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 Buyer shall
return the Securities 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 Section 5(c) (and a stop-transfer
order may be placed against transfer of such Securities).


 




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(e)          Regulation
S Resale. Notwithstanding anything to the contrary in Section 5(d) above, if (I) any Buyer after April 22, 2019, but prior
to the time that the Securities are freely tradable without volume or manner of sale restrictions pursuant to Rule 144 (i) sells
any Securities in an “offshore transaction” (as defined in Rule 902 promulgated under the 1933 Act), (ii) does not
offer such Securities to any person in the United States (and does not offer or sell to identifiable groups of U.S. citizens abroad,
such as members of the U.S. armed forces serving overseas), or to a U.S. person (as defined by Regulation S) or to an Affiliate
(as defined below) of such Buyer, (iii) at the time the buy order is originated, the purchaser of such Securities is outside the
United States, and such Buyer and any person acting on its behalf reasonably believe that the purchaser of such Securities is outside
the United States, (iv) does not make, nor does any Affiliate or any person acting on their behalf make, any “directed selling
efforts” in the United States, (v) the Securities are delivered to the purchaser thereof outside of the United States, (vi)
is not a distributor, an Affiliate of a distributor or the Company, or reselling on their behalf, nor an Affiliate of the Company
(nor was it an Affiliate of the Company within the previous three months), (vii) is not aware of any material nonpublic information
regarding the Company or any of its subsidiaries, and (viii) if such Securities include Conversion Shares, such Conversion Shares
have been issued (or will be issued, as applicable) in compliance with the terms and conditions of the applicable Note, (ix) such
Buyer provides to the Company and its agents certifications of the foregoing along with a certification that such Buyer is not
selling to circumvent the provisions of the 1933 Act or any other applicable securities laws, and (II) the purchaser of such Securities
certifies that (v) it undertakes to comply with the 1933 Act when it resells such securities, if applicable, and it will not beneficially
own (as such term is used by Rule 13d-3 of the Securities 1934 Act) 10% or more of the securities of the Company after the purchase
of such Securities, and will not be an affiliate (as such term is used by Rule 144 promulgated under the Securities Act) of the
Company after such purchase, (w) it did not purchase such Securities after, nor is it aware of, any directed selling efforts relating
to such Securities, (x) it is not any of the following: (a) located in the United States (b) a U.S. person, (c) part of an identifiable
group of U.S. citizens abroad, such as members of the U.S. armed forces serving overseas, (d) acting on behalf of a U.S. person
or any person in the United States, (e) an Affiliate of such Buyer or acting on behalf of an Affiliate of such Buyer, (f) aware
of any material nonpublic information regarding the Company or any of its subsidiaries that the possession of which under securities
laws applicable to such Buyer would result in a violation of such applicable securities laws by such Buyer upon the applicable
resale of such Securities by such Buyer while in possession of such material nonpublic information (g) a distributor, an affiliate
of a distributor, or acting on behalf of a distributor, or (h) an Affiliate of the Company or acting on behalf of an Affiliate
of the Company or on behalf of any director or officer of the Company, and (y) it was outside the United States when it received
the offer to purchase and when it purchased such Securities from such Buyer and when it received the Securities and (z) the purchase
of such Securities is not for the purposes of circumventing the 1933 Act or any other applicable securities laws, and (III) the
Company receives, from counsel reasonably acceptable to the Company, a written opinion that such Securities (and any Conversion
Shares) are not restricted under applicable securities laws and may be freely converted, traded or sold in any market (including
in the United States), then the Company shall deliver, after receipt of the foregoing certifications and opinion and the relevant
transfer documents, to the purchaser of such Securities, such Securities in certificated or uncertificated form (in accordance
with Section 5(d)) that are free from all restrictive and other legends, registered in the name of such purchaser (or its designee).
For the purpose of this Section 5(e), “Affiliate” means, with respect to any Person, any other Person that directly
or indirectly through one or more intermediaries controls, is controlled by or is under common control with, the Person in question.
As used herein, the term “control” means the possession, direct or indirect, of the power to direct or cause the direction
of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.


 




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(f)          FAST
Compliance. While any Notes remain outstanding, the Company shall maintain a transfer agent that participates in the DTC Fast
Automated Securities Transfer Program.


 


6.          CONDITIONS
TO THE COMPANY’S OBLIGATION TO SELL.


 


(a)          The
obligation of the Company hereunder to issue and sell the Notes to each Buyer at the Closing is subject to the satisfaction, at
or before the Closing Date, of each of the following conditions, provided that these conditions are for the Company’s sole
benefit and may be waived by the Company at any time in its sole discretion by providing each Buyer with prior written notice thereof:


 


(i)          Such
Buyer and each other Buyer shall have executed each of the Transaction Documents to which it is a party and delivered the same
to the Company.


 


(ii)         Such
Buyer and each other Buyer shall have delivered to the Company the Purchase Price (less, in the case of any Buyer, the amounts
withheld pursuant to Section 4(g)) for the Note being purchased by such Buyer at the Closing by wire transfer of immediately
available funds in accordance with the Flow of Funds Letter.


 




    	 	39	 



     


    

 


(iii)        No
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated
by the Transaction Documents.


 


(iv)        The
Principal Market shall have communicated (which may be oral) that its review of the transactions contemplated by this Agreement
is complete or that it is no longer reviewing the transactions contemplated by this Agreement.


 


(v)         The
representations and warranties of such Buyer shall be true and correct in all material respects as of the date when made and as
of the Closing Date as though originally made at that time (except for representations and warranties that speak as of a specific
date, which shall be true and correct as of such specific date), and such Buyer shall have performed, satisfied and complied in
all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied
with by such Buyer at or prior to the Closing Date.


 


7.          CONDITIONS
TO EACH BUYER’S OBLIGATION TO PURCHASE.


 


(a)          The
obligation of each Buyer hereunder to purchase its Note at the Closing is subject to the satisfaction, at or before the Closing
Date, of each of the following conditions, provided that these conditions are for each Buyer’s sole benefit and may be waived
by such Buyer at any time in its sole discretion by providing the Company with prior written notice thereof:


 


(i)          The
Company and each Subsidiary (as the case may be) shall have duly executed and delivered to such Buyer each of the Transaction Documents
to which it is a party and the Company shall have duly executed and delivered to such Buyer a Note (in such original principal
amount as is set forth across from such Buyer’s name in column (3) of the Schedule of Buyers) being purchased by such Buyer
at the Closing pursuant to this Agreement.


 


(ii)         Such
Buyer shall have received the opinion of Watson Farley & Williams LLP, the Company’s counsel, dated as of the Closing
Date, in the form acceptable to such Buyer.


 


(iii)        The
Company shall have delivered to such Buyer a copy of the Irrevocable Transfer Agent Instructions, in the form acceptable to such
Buyer, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent.


 


(iv)        The
Company shall have delivered to such Buyer a consent to the Transaction Documents given by (i) Firment Shipping Inc. pursuant to
that certain Registration Rights Agreement dated as of November 23, 2016 made between Firment Trading Limited and the Company,
and (ii) Firment Shipping Inc. pursuant to that $15,000,000 Revolving Credit Facility dated November 21, 2018 and made between
the Company and Firment Shipping Inc.


 




    	 	40	 



     


    

 


(v)         The
Company shall have delivered to such Buyer a certificate evidencing the formation and good standing of the Company in such entity’s
jurisdiction of formation issued by the Registrar of Corporations (or comparable office) of its jurisdiction of formation as of
a date within ten (10) days of the Closing Date.


 


(vi)        The
Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Marshall Islands
Registrar of Corporations within ten (10) days of the Closing Date.


 


(vii)       The
Company shall have delivered to such Buyer a certificate, in the form acceptable to such Buyer, executed by the Secretary of the
Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3(b) as adopted by the Company’s
board of directors in a form reasonably acceptable to such Buyer, (ii) the Certificate of Incorporation of the Company and (iii) the
Bylaws of the Company, each as in effect at the Closing.


 


(viii)      Each
and every representation and warranty of the Company shall be true and correct in all material respects (except for representations
and warranties qualified by material or Material Adverse Effect, which shall be true and correct in all respects) as of the date
when made and as of the Closing Date as though originally made at that time (except for representations and warranties that speak
as of a specific date, which shall be true and correct in all material respects (except for representations and warranties qualified
by material or Material Adverse Effect, which shall be true and correct in all respects) as of such specific date) and the Company
shall have performed, satisfied and complied in all respects with the covenants, agreements and conditions required to be performed,
satisfied or complied with by the Company at or prior to the Closing Date. Such Buyer shall have received a certificate, duly executed
by an officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably
requested by such Buyer in the form acceptable to such Buyer.


 


(ix)        The
Company shall have delivered to such Buyer a letter from the Company’s transfer agent certifying the number of Common Shares
outstanding on the Closing Date on the Business Day immediately prior to the Closing.


 


(x)         The
Common Shares (A) shall be designated for quotation or listed (as applicable) on the Principal Market and (B) shall not have been
suspended, as of the Closing Date, by the SEC or the Principal Market from trading on the Principal Market nor shall suspension
by the SEC or the Principal Market have been threatened, as of the Closing Date, either (I) in writing by the SEC or the Principal
Market or (II) by falling below the minimum maintenance requirements of the Principal Market.


 


(xi)        The
Company shall have obtained all governmental, regulatory or third party consents and approvals, if any, necessary for the sale
of the Securities, including without limitation, those required by the Principal Market, if any.


 


(xii)       No
statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed
by any court or Governmental Entity of competent jurisdiction that prohibits the consummation of any of the transactions contemplated
by the Transaction Documents.


 




    	 	41	 



     


    

 


(xiii)      Since
the date of execution of this Agreement, no event or series of events shall have occurred that reasonably would have or result
in a Material Adverse Effect.


 


(xiv)      The
Principal Market shall have communicated (which may be oral) that its review of the transactions contemplated by this Agreement
is complete or that it is no longer reviewing the transactions contemplated by this Agreement.


 


(xv)       Such
Buyer shall have received a letter on the letterhead of the Company, duly executed by an officer of the Company, setting forth
the wire amounts of each Buyer and the wire transfer instructions of the Company (the “Flow of Funds Letter”).


 


(xvi)      The
Company shall have delivered to such Buyer such other documents, instruments or certificates relating to the transactions contemplated
by this Agreement as such Buyer or its counsel may reasonably request.


 


8.           TERMINATION.


 


In the event that the
Closing shall not have occurred with respect to a Buyer within five (5) days of the date hereof, then such Buyer shall have the
right to terminate its obligations under this Agreement with respect to itself at any time on or after the close of business on
such date without liability of such Buyer to any other party; provided, however, (i) the right to terminate this Agreement under
this Section 8 shall not be available to such Buyer if the failure of the transactions contemplated by this Agreement to have
been consummated by such date is the result of such Buyer’s breach of this Agreement and (ii) the abandonment of the sale
and purchase of the Notes shall be applicable only to such Buyer providing such written notice, provided further that (a) such
termination by the Buyer shall terminate any obligation of the Company under this Agreement to reimburse such Buyer for any expenses
incurred by Buyer, whether described in Section 4(g) above or otherwise in any and all prior term sheets or other oral or
written agreements made among the Company and one or more Buyers, and (b) such termination shall be the irrevocable and exclusive
remedy by such Buyer constituting an irrevocable waiver and settlement of all of Buyer’s legal remedies. In the event that
the Closing shall not have occurred within fifteen (15) days of the date hereof, then the Company shall have the right to terminate
its obligations under this Agreement on or after the close of business on such date; provided, however, the right to terminate
this Agreement under this Section 8 shall not be available to the Company if the failure of the transactions contemplated
by this Agreement to have been consummated by such date is the result of the Company’s breach of this Agreement and such
termination shall be the irrevocable and exclusive remedy by all parties hereto constituting an irrevocable waiver and settlement
of all of parties’ legal remedies.


 




    	 	42	 



     


    

 


9.           MISCELLANEOUS.


 


(a)          Governing
Law; Jurisdiction; Jury Trial. All questions concerning the construction, validity, enforcement and interpretation of this
Agreement 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. 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 under any of the other Transaction Documents or with any transaction contemplated hereby or thereby,
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. Each party 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 such party at the address
for such notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process
and notice thereof. The Company hereby appoints the Person set forth on Schedule 9(a) attached hereto, as its agent for
service of process in New York. 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 any Buyer from bringing suit or taking
other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to such Buyer or
to enforce a judgment or other court ruling in favor of such Buyer. EACH PARTY 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 UNDER ANY OTHER TRANSACTION DOCUMENT
OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR
THEREBY. The choice of the laws of the State of New York as the governing law of this Agreement is a valid choice of law and
would be recognized and given effect to in any action brought before a court of competent jurisdiction in the Marshall Islands,
except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii)
the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Marshall Islands.
The choice of laws of the State of New York as the governing law of this Agreement will be honored by competent courts in the Greece,
subject to compliance with relevant Greece civil procedural requirements. The Company, any of its Subsidiaries or any of their
respective properties, assets or revenues does not have any right of immunity under Marshall Islands, the Greece or New York law,
from any legal action, suit or proceeding, from the giving of any relief in any such legal action, suit or proceeding, from set-off
or counterclaim, from the jurisdiction of any Marshall Islands and the Greece, New York or United States federal court, from service
of process, attachment upon or prior to judgment, or attachment in aid of execution of judgment, or from execution of a judgment,
or other legal process or proceeding for the giving of any relief or for the enforcement of a judgment, in any such court, with
respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement; and,
to the extent that the Company, or any of its properties, assets or revenues may have or may hereafter become entitled to any such
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 Agreement and the other Transaction
Documents.


 




    	 	43	 



     


    

 


(b)          Counterparts.
This Agreement may be executed in two or more identical counterparts, all of which shall be considered one and the same agreement
and shall become effective when counterparts have been signed by each party and delivered to the other party. In the event that
any signature is delivered by facsimile transmission or by an e-mail which contains a portable document format (.pdf) file of an
executed signature page, such signature page shall create a valid and binding obligation of the party executing (or on whose behalf
such signature is executed) with the same force and effect as if such signature page were an original thereof.


 


(c)          Headings;
Gender. The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation
of, this Agreement. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine,
feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,” “include”
and words of like import shall be construed broadly as if followed by the words “without limitation.” The terms “herein,”
“hereunder,” “hereof” and words of like import refer to this entire Agreement instead of just the provision
in which they are found.


 


(d)          Severability;
Maximum Payment Amounts. If any provision of this Agreement 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 Agreement so long as this Agreement 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).
Notwithstanding anything to the contrary contained in this Agreement or any other Transaction Document (and without implication
that the following is required or applicable), it is the intention of the parties that in no event shall amounts and value paid
by the Company and/or any of its Subsidiaries (as the case may be), or payable to or received by any of the Buyers, under the Transaction
Documents (including without limitation, any amounts that would be characterized as “interest” under applicable law)
exceed amounts permitted under any applicable law. Accordingly, if any obligation to pay, payment made to any Buyer, or collection
by any Buyer pursuant the Transaction Documents is finally judicially determined to be contrary to any such applicable law, such
obligation to pay, payment or collection shall be deemed to have been made by mutual mistake of such Buyer, the Company and its
Subsidiaries and such amount shall be deemed to have been adjusted with retroactive effect to the maximum amount or rate of interest,
as the case may be, as would not be so prohibited by the applicable law. Such adjustment shall be effected, to the extent necessary,
by reducing or refunding, at the option of such Buyer, the amount of interest or any other amounts which would constitute unlawful
amounts required to be paid or actually paid to such Buyer under the Transaction Documents. For greater certainty, to the extent
that any interest, charges, fees, expenses or other amounts required to be paid to or received by such Buyer under any of the Transaction
Documents or related thereto are held to be within the meaning of “interest” or another applicable term to otherwise
be violative of applicable law, such amounts shall be pro-rated over the period of time to which they relate.


 




    	 	44	 



     


    

 


(e)          Entire
Agreement. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and thereto and the
instruments referenced herein and therein supersede the term sheet dated January 30, 2019 and all other prior oral or written agreements
between the Buyers, the Company, its Subsidiaries, their affiliates and Persons acting on their behalf, including, without limitation,
any transactions by any Buyer with respect to Common Shares or the Securities, and the other matters contained herein and therein,
and this Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments
referenced herein and therein contain the entire understanding of the parties solely with respect to the matters covered herein
and therein; provided, however, nothing contained in this Agreement or any other Transaction Document shall (or shall be deemed
to) (i) have any effect on any agreements any Buyer has entered into with, or any instruments any Buyer has received from, the
Company or any of its Subsidiaries prior to the date hereof with respect to any prior investment made by such Buyer in the Company
or (ii) waive, alter, modify or amend in any respect any obligations of the Company or any of its Subsidiaries, or any rights of
or benefits to any Buyer or any other Person, in any agreement entered into prior to the date hereof between or among the Company
and/or any of its Subsidiaries and any Buyer, or any instruments any Buyer received from the Company and/or any of its Subsidiaries
prior to the date hereof, and all such agreements and instruments shall continue in full force and effect.. Except as specifically
set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with
respect to such matters. For clarification purposes, the Recitals are part of this Agreement. The Company has not, directly or
indirectly, made any agreements with any Buyers relating to the terms or conditions of the transactions contemplated by the Transaction
Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms that, except as
set forth in this Agreement, no Buyer has made any commitment or promise or has any other obligation to provide any financing to
the Company, any Subsidiary or otherwise.


 


(f)          Amendment.
No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Required Holders
(as defined below), and any amendment to any provision of this Agreement made in conformity with the provisions of this Section 9(e)
shall be binding on all Buyers and holders of Securities, as applicable; provided that no such amendment shall be effective to
the extent that it (A) applies to less than all of the holders of the Securities then outstanding or (B) imposes any obligation
or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s
sole discretion). “Required Holders” means (I) prior to the Closing Date, each Buyer entitled to purchase Notes
at the Closing and (II) on or after the Closing Date, holders of a majority of the Registrable Securities as of such time (excluding
any Registrable Securities held by the Company or any of its Subsidiaries as of such time) issued or issuable hereunder or pursuant
to the Notes (or the Buyers, with respect to any waiver or amendment of Section 4(o)) without regard to limitation thresholds in
the Notes.


 


(g)          Waiver.
No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party, provided
that the Required Holders may waive any provision of this Agreement, and any waiver of any provision of this Agreement made in
conformity with the provisions of this Section 9(g) shall be binding on all Buyers and holders of Securities, as applicable,
provided that no such waiver shall be effective to the extent that it (1) applies to less than all of the holders of the Securities
then outstanding (unless a party gives a waiver as to itself only) or (2) imposes any obligation or liability on any Buyer without
such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s sole discretion).


 




    	 	45	 



     


    

 


(h)          Equal
Treatment. From the date hereof and while any Notes are outstanding, the Company shall not be permitted to receive any consideration
from a Buyer or a holder of Notes that is not otherwise contemplated by the Transaction Documents in order to, directly or indirectly,
induce the Company or any Subsidiary (i) to treat such Buyer or holder of Notes in a manner that is more favorable than to other
similarly situated Buyers or holders of Notes, or (ii) to treat any Buyer(s) or holder(s) of Notes in a manner that is less favorable
than the Buyer or holder of Notes that is paying such consideration; provided, however, that the determination of whether a Buyer
has been treated more or less favorably than another Buyer shall disregard any securities of the Company purchased or sold by any
Buyer.


 


(i)          As
a material inducement for each Buyer to enter into this Agreement, the Company expressly acknowledges and agrees that (x) no due
diligence or other investigation or inquiry conducted by a Buyer, any of its advisors or any of its representatives shall affect
such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s
representations and warranties contained in this Agreement or any other Transaction Document and (y) unless a provision of this
Agreement or any other Transaction Document is expressly preceded by the phrase “except as disclosed in the SEC Documents,”
or similar language, nothing contained in any of the SEC Documents shall affect such Buyer’s right to rely on, or shall modify
or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement
or any other Transaction Document. A matter set forth in one section of a Schedule need not be set forth in any other section so
long as its relevance to such other section of the Schedule or section of the Agreement is reasonably apparent on the face of the
information disclosed therein to the Person to which such disclosure is being made. The parties hereto acknowledge and agree that
(i) the Schedules to this Agreement may include certain items and information solely for informational purposes for the convenience
of Buyer or the Company, as applicable, and (ii) the disclosure by the Company or the Buyer, as applicable, of any matter in the
Schedules shall not be deemed to constitute an acknowledgment by the Company or the Buyer, as applicable, that the matter is required
to be disclosed by the terms of this Agreement or that the matter is material.


 


(j)          Notices.
Any notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must
be in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party) or electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party
and the sending party does not receive an automatically generated message from the recipient’s email server that such e-mail
could not be delivered to such recipient); or (iii) two (2) Business Days after deposit with an reputable courier service with
next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses, facsimile numbers
and e-mail addresses for such communications shall be:


 




    	 	46	 



     


    

 


If to the Company:


 


Globus Maritime Limited


c/o Globus Shipmanagement Corp.

128 Vouliagmenis Avenue, 3rd Floor


166 74 Glyfada


Attica, Greece


Telephone: 30 210 9608300

Facsimile: +30 210 9608359


Attention: Chief Executive Officer

Email: a.g.feidakis@globusmaritime.gr


 


With a copy (for informational purposes only) to:


 


Watson Farley & Williams LLP

250 West 55th Street


New York, NY 10019

Telephone: (212) 922-2252


Facsimile: (212) 922-1512

Attention: Steven J. Hollander, Esq.

E-Mail: shollander@wfw.com


 


If to the Transfer Agent:


 


Computershare

8742 Lucent Blvd., Suite 225

Highlands Ranch, CO 80129

Telephone: (303) 262-0790

Facsimile: 303 262 0610

Attention: Lee Meier

E-Mail: Lee.Meier@computershare.com


 


If to a Buyer, to its address, e-mail address
and facsimile number set forth on the Schedule of Buyers, with copies to such Buyer’s representatives as set forth on the
Schedule of Buyers,


 


With a copy (for informational purposes only) to:


 


Kelley Drye & Warren LLP

101 Park Avenue

New York, NY 10178

Telephone: (212) 808-7540

Facsimile: (212) 808-7897

Attention: Michael A. Adelstein, Esq.

E-mail: madelstein@kelleydrye.com


 




    	 	47	 



     


    

 


or to such other address, e-mail address
and/or facsimile number and/or to the attention of such other Person as the recipient party has specified by written notice given
to each other party five (5) days prior to the effectiveness of such change, provided that Kelley Drye & Warren LLP shall only
be provided copies of notices sent to the Person indicated as the lead Buyer on the Schedule of Buyers. Written confirmation of
receipt (A) given by the recipient of such notice, consent, waiver or other communication, (B) mechanically or electronically generated
by the sender’s facsimile machine or e-mail containing the time, date, recipient facsimile number and, with respect to each
facsimile transmission, an image of the first page of such transmission or (C) provided by an overnight courier service shall be
rebuttable evidence of personal service, receipt by facsimile or receipt from an overnight courier service in accordance with clause
(i), (ii) or (iii) above, respectively.


 


(k)          Successors
and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and
assigns, including any purchasers of any of the Notes. The Company shall not assign this Agreement or any rights or obligations
hereunder without the prior written consent of the Required Holders, including, without limitation, by way of a Fundamental Transaction
(as defined in the Notes) (unless the Company is in compliance with the applicable provisions governing Fundamental Transactions
set forth in the Notes). A Buyer may assign some or all of its rights hereunder in connection with any transfer of any of its Securities
without the consent of the Company, in which event such assignee shall be deemed to be a Buyer hereunder with respect to such assigned
rights.


 


(l)           No
Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted
successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, other than
the Indemnitees referred to in Section 9(o).


 


(m)         Survival.
The representations, warranties, agreements and covenants shall survive the Closing, with respect to each Buyer, for so long as
any amounts are owed pursuant to the Note. Each Buyer shall be responsible only for its own representations, warranties, agreements
and covenants hereunder.


 


(n)         Further
Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall
execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request
in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated
hereby.


 




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(o)          Indemnification.
In consideration of each Buyer’s execution and delivery of the Transaction Documents and acquiring the Securities thereunder
and in addition to all of the Company’s other obligations under the Transaction Documents, the Company shall defend, protect,
indemnify and hold harmless each Buyer and each holder of any Securities and all of their shareholders, partners, members, officers,
directors, employees and direct or indirect investors and any of the foregoing Persons’ agents or other representatives (including,
without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”)
from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages,
and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification
hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”),
incurred by any Indemnitee as a result of, or arising out of, or relating to (i) any misrepresentation or breach of any representation
or warranty made by the Company in any of the Transaction Documents, (ii) any breach of any covenant, agreement or obligation of
the Company contained in any of the Transaction Documents or (iii) any cause of action, suit, proceeding or claim brought or made
against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) or
which otherwise involves such Indemnitee that arises out of or results from (A) the execution, delivery, performance or enforcement
of any of the Transaction Documents, (B) any transaction financed or to be financed in whole or in part, directly or indirectly,
with the proceeds of the issuance of the Securities, (C) any disclosure properly made by such Buyer pursuant to Section 4(i),
or (D) the status of such Buyer or holder of the Securities either as an investor in the Company pursuant to the transactions contemplated
by the Transaction Documents or as a party to this Agreement (including, without limitation, as a party in interest or otherwise
in any action or proceeding for injunctive or other equitable relief). To the extent that the foregoing undertaking by the Company
may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of
the Indemnified Liabilities which is permissible under applicable law. Except as otherwise set forth herein, the mechanics and
procedures with respect to the rights and obligations under this Section 9(o) shall be the same as those set forth in Section 6
of the Registration Rights Agreement.


 


(p)          Construction.
The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and
no rules of strict construction will be applied against any party. No specific representation or warranty shall limit the generality
or applicability of a more general representation or warranty. Each and every reference to share prices, Common Shares and any
other numbers in this Agreement that relate to the Common Shares shall be automatically adjusted for any share splits, share dividends,
share combinations, recapitalizations or other similar transactions that occur with respect to the Common Shares after the date
of this Agreement. Notwithstanding anything in this Agreement to the contrary, for the avoidance of doubt, nothing contained herein
shall constitute a representation or warranty against, or a prohibition of, any actions with respect to the borrowing of, arrangement
to borrow, identification of the availability of, and/or securing of, securities of the Company in order for such Buyer (or its
broker or other financial representative) to effect short sales or similar transactions in the future.


 


(q)          Remedies.
Each Buyer and in the event of assignment by Buyer of its rights and obligations hereunder, each holder of Notes, shall have all
rights and remedies set forth in the Transaction Documents and all rights and remedies which such holders have been granted at
any time under any other agreement or contract and all of the rights which such holders have under any law. Except as otherwise
indicated within a Transaction Document, any Person having any rights under any provision of this Agreement shall be entitled to
enforce such rights specifically (without posting a bond or other security), to recover damages by reason of any breach of any
provision of this Agreement and to exercise all other rights granted by law. Furthermore, the Company recognizes that in the event
that it fails to perform, observe, or discharge any or all of its obligations under the Transaction Documents, any remedy at law
would inadequate relief to the Buyers. The Company therefore agrees that the Buyers shall be entitled 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. Except as explicitly provided
to the contrary within the Transaction Documents, the remedies provided in this Agreement and the other Transaction Documents shall
be cumulative and in addition to all other remedies available under this Agreement and the other Transaction Documents, at law
or in equity (including a decree of specific performance and/or other injunctive relief).


 




    	 	49	 



     


    

 


(r)          Withdrawal
Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction
Documents, whenever any Buyer exercises a right, election, demand or option under a Transaction Document and the Company or any
Subsidiary does not timely perform its related obligations within the periods therein provided, then such Buyer may rescind or
withdraw, in its sole discretion from time to time upon written notice to the Company or such Subsidiary (as the case may be),
any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.


 


(s)          Payment
Set Aside; Currency. To the extent that the Company makes a payment or payments to any Buyer hereunder or pursuant to any of
the other Transaction Documents or any of the Buyers enforce or exercise their rights hereunder or thereunder, and such payment
or payments or the proceeds of such enforcement or exercise or any part thereof are subsequently invalidated, declared to be fraudulent
or preferential, set aside, recovered from, disgorged by or are required to be refunded, repaid or otherwise restored to the Company,
a trustee, receiver or any other Person under any law (including, without limitation, any bankruptcy law, foreign, state or federal
law, common law or equitable cause of action), then to the extent of any such restoration the obligation or part thereof originally
intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement
or setoff had not occurred. Unless otherwise expressly indicated, all dollar amounts referred to in this Agreement and the other
Transaction Documents are in United States Dollars (“U.S. Dollars”), and all amounts owing under this Agreement
and all other Transaction Documents shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be
converted into the U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange
Rate” means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Agreement, the
U.S. Dollar exchange rate as published in the Wall Street Journal on the relevant date of calculation, and if the Wall Street Journal
is no longer published or does not publish the U.S. Dollar exchange rate on the relevant date of calculation, then the exchange
rate shall be as published in a publication mutually agreed by the Required Holders and the Company.


 


(t)          Judgment
Currency.


 


(i)          If
for the purpose of obtaining or enforcing judgment against the Company in connection with this Agreement or any other Transaction
Document in any court in any jurisdiction it becomes necessary to convert into any other currency (such other currency being hereinafter
in this Section 9(t) referred to as the “Judgment Currency”) an amount due in US Dollars under this Agreement,
the conversion shall be made at the Exchange Rate prevailing on the Trading Day immediately preceding:


 


(1)         the
date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction
that will give effect to such conversion being made on such date: or


 




    	 	50	 



     


    

 


(2)         the
date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as
of which such conversion is made pursuant to this Section 9(t)(i)(2) being hereinafter referred to as the “Judgment
Conversion Date”).


 


(ii)         If
in the case of any proceeding in the court of any jurisdiction referred to in Section 9(t)(i)(2) above, there is a change
in the Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable
party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted
at the Exchange Rate prevailing on the date of payment, will produce the amount of US Dollars which could have been purchased with
the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment Conversion
Date.


 


(iii)        Any
amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained
for any other amounts due under or in respect of this Agreement or any other Transaction Document.


 


(u)          Independent
Nature of Buyers’ Obligations and Rights. The obligations of each Buyer under the Transaction Documents are several and
not joint with the obligations of any other Buyer, and no Buyer shall be responsible in any way for the performance of the obligations
of any other Buyer under any Transaction Document. Nothing contained herein or in any other Transaction Document, and no action
taken by any Buyer pursuant hereto or thereto, shall be deemed to constitute the Buyers as, and the Company acknowledges that the
Buyers do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or create a presumption
that the Buyers are in any way acting in concert or as a group or entity, and the Company shall not assert any such claim with
respect to such obligations or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges
that the Buyers are not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such
obligations or the transactions contemplated by the Transaction Documents. The decision of each Buyer to purchase Securities pursuant
to the Transaction Documents has been made by such Buyer independently of any other Buyer. Each Buyer acknowledges that no other
Buyer has acted as agent for such Buyer in connection with such Buyer making its investment hereunder and that no other Buyer will
be acting as agent of such Buyer in connection with monitoring such Buyer’s investment in the Securities or enforcing its
rights under the Transaction Documents. The Company and each Buyer confirms that each Buyer has independently participated with
the Company and its Subsidiaries in the negotiation of the transaction contemplated hereby with the advice of its own counsel and
advisors. Each Buyer shall be entitled to independently protect and enforce its rights, including, without limitation, the rights
arising out of this Agreement or out of any other Transaction Documents, and it shall not be necessary for any other Buyer to be
joined as an additional party in any proceeding for such purpose. The use of a single agreement to effectuate the purchase and
sale of the Securities contemplated hereby was solely in the control of the Company, not the action or decision of any Buyer, and
was done solely for the convenience of the Company and its Subsidiaries and not because it was required or requested to do so by
any Buyer. It is expressly understood and agreed that each provision contained in this Agreement and in each other Transaction
Document is between the Company, and a Buyer, solely, and not between the Company and the Buyers collectively and not between and
among the Buyers.


 


[signature pages follow]


 




    	 	51	 



     


    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	COMPANY: 
	 	 
	 	GLOBUS MARITIME LIMITED
	 	 	 
	 	By:	/s/ Athanasios Feidakis
	 	 	Name: Athanasios Feidakis
	 	 	Title: Chief Executive Officer, Chief Financial Officer, President


 




     

     


    

 


IN WITNESS WHEREOF,
each Buyer and the Company have caused their respective signature page to this Agreement to be duly executed as of the date first
written above.


 


	 	BUYER:



	 	 
	 	ARNAKI LTD.
	 	 	 
	 	By:	/s/ Moses Elias Benaim
	 	 	Name: Moses Elias Benaim
	 	 	Title: Director



 



     

     


    

 


SCHEDULE
OF BUYERS


 





	(1)	(2)	(3)	(4)	(5)
	Buyer	Address and Facsimile Number	Original

Principal

Amount of Notes	Purchase Price	Legal Representative’s

Address, Facsimile Number and

Email
	
        The Lead Buyer:

         

        ARNAKI LTD.
	
        Rodus Building, 4th floor, Road Road Reef.

        P.O. Box 756 Road Town, Tortola, VG1110

        British Virgin Island

        +35020066638
	5,000,000	5,000,000	
        Kelley Drye & Warren LLP

        101 Park Avenue

        New York, NY 10178

        Telephone: (212) 808-7540

        Facsimile: (212) 808-7897

        Attention: Michael A. Adelstein, Esq.

        Email: madelstein@kelleydrye.com

	 	 	 	 	 
	 	 	 	 	 
	TOTAL	 	 	 







 




     

     


    

 


EXHIBIT A


 


[FORM OF SENIOR CONVERTIBLE NOTE]


 


NEITHER THE ISSUANCE AND SALE OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE 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 (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. FOR THE AVOIDANCE OF DOUBT, THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS UNLESS THE SECURITIES ARE REGISTERED UNDER SAID ACT OR AN
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SAID ACT IS AVAILABLE. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED
IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES. ANY TRANSFEREE
OF THIS NOTE SHOULD CAREFULLY REVIEW THE TERMS OF THIS NOTE, INCLUDING SECTIONS 3(c)(iii) AND 18(a) HEREOF. THE PRINCIPAL AMOUNT
REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH
ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE.


 


Globus
Maritime Limited


 


Senior
Convertible Note


 


	Issuance Date:  [●], 2019	Original Principal Amount: U.S.  $[●]


 


FOR VALUE RECEIVED,
Globus Maritime Limited, a Marshall Islands corporation (the “Company”), hereby promises to pay to the order
of [BUYER] (“Holder”) the amount set forth above as the Original Principal Amount (as reduced pursuant to the
terms hereof pursuant to redemption, conversion or otherwise, the “Principal”) when due, whether upon the Maturity
Date, or upon acceleration, redemption or otherwise (in each case in accordance with the terms hereof) and to pay interest (“Interest”)
on any outstanding Principal at the applicable Interest Rate (as defined below) from the date set forth above as the Issuance Date
(the “Issuance Date”) until the same becomes due and payable, whether upon the Maturity Date or upon acceleration,
conversion, redemption or otherwise (in each case in accordance with the terms hereof). This Senior Convertible Note (including
all Senior Convertible Notes issued in exchange, transfer or replacement hereof, this “Note”) is one of an issue
of Senior Convertible Notes issued pursuant to the Securities Purchase Agreement, dated as of March [●], 2019 (the “Subscription
Date”), by and among the Company and the investors (the “Buyers”) referred to therein, as amended
from time to time (collectively, the “Notes”, and such other Senior Convertible Notes, the “Other Notes”).
Certain capitalized terms used herein are defined in Section 31.


 




     

     


    

 


1.          PAYMENTS
OF PRINCIPAL. On the Maturity Date, the Company shall pay to the Holder an amount in cash representing all outstanding Principal,
accrued and unpaid Interest and accrued and unpaid Late Charges (as defined in Section 24(c)) on such Principal and Interest. Other
than as specifically permitted by this Note, the Company may not prepay any portion of the outstanding Principal, accrued and unpaid
Interest or accrued and unpaid Late Charges on Principal and Interest, if any.


 


2.          INTEREST;
INTEREST RATE.


 


(a)          Interest
on this Note shall commence accruing on the Issuance Date and shall be computed on the basis of a 360-day year and twelve 30-day
months and shall be payable in arrears on the Maturity Date to the record holder of this Note in Common Shares (“Interest
Shares”) so long as there has been no Equity Conditions Failure; provided however, that the Company may, at its option
following notice to the Holder, pay Interest in cash (“Cash Interest”) or in a combination of Cash Interest
and Interest Shares. The Company shall deliver a written notice (each, an “Interest Election Notice”) to each
holder of the Notes on or prior to the tenth (10th) Trading Day prior to the Maturity Date (the date such notice is
delivered to all of the holder, the “Interest Notice Date”) which notice (i) either (A) confirms that Interest
to be paid on the Maturity Date shall be paid entirely in Interest Shares or (B) elects to pay Interest as Cash Interest or a combination
of Cash Interest and Interest Shares and specifies the amount of Interest that shall be paid as Cash Interest and the amount of
Interest, if any, that shall be paid in Interest Shares and (ii) certifies that there has been no Equity Conditions Failure. If
an Equity Conditions Failure exists as of the Interest Notice Date, then unless the Company has elected to pay such Interest as
Cash Interest, the Interest Election Notice shall indicate that unless the Holder waives the Equity Conditions Failure, the Interest
shall be paid as Cash Interest. Notwithstanding anything herein to the contrary, if no Equity Conditions Failure has occurred as
of the Interest Notice Date but an Equity Conditions Failure occurs at any time prior to the Maturity Date, (A) the Company shall
provide the Holder a subsequent notice to that effect and (B) unless the Holder waives the Equity Conditions Failure, the Interest
shall be paid in cash. Interest to be paid on the Maturity Date in Interest Shares shall be paid in a number of fully paid and
nonassessable shares (rounded to the nearest whole share in accordance with Section 3(a) hereof) of Common Shares equal to the
quotient of (1) the amount of Interest payable on the Maturity Date less any Cash Interest paid and (2) the Alternate Conversion
Price in effect on the Maturity Date.


 




    	 	2	 



     


    

 


(b)          When
any Interest Shares are to be paid on the Maturity Date, the Company shall (i) (A) provided that the Company’s transfer agent
(the “Transfer Agent”) is participating in the Depository Trust Company (“DTC”) Fast Automated
Securities Transfer Program, credit such aggregate number of Interest Shares to which the Holder shall be entitled to the Holder’s
or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system, or (B) if the Transfer Agent
is not participating in the DTC Fast Automated Securities Transfer Program, issue and deliver on the Maturity Date, to the address
set forth in the register maintained by the Company for such purpose pursuant to the Securities Purchase Agreement or to such address
as specified by the Holder in writing to the Company at least two (2) Business Days prior to the Maturity Date, a certificate,
registered in the name of the Holder or its designee, for the number of Interest Shares to which the Holder shall be entitled (or
proof of issuance of uncertificated shares) and (ii) with respect to the Maturity Date, pay to the Holder, in cash by wire transfer
of immediately available funds, the amount of any Cash Interest.


 


(c)          Prior
to the payment of Interest on the Maturity Date, Interest on this Note shall accrue at the Interest Rate and be payable by way
of inclusion of the Interest in the Conversion Amount on each Conversion Date in accordance with Section 3(b)(i) or upon any redemption
in accordance with Section 12 or any required payment upon any Bankruptcy Event of Default. From and after the occurrence and only
during the continuance of any Event of Default, the Interest Rate shall automatically be increased to fifteen percent (15.0%) per
annum. In the event that such Event of Default is subsequently cured (and no other Event of Default then exists (including, without
limitation, for the Company’s failure to pay such Interest at the Default Rate on the Maturity Date)), the adjustment referred
to in the preceding sentence shall cease to be effective as of the calendar day immediately following the date of such cure; provided
that the Interest as calculated and unpaid at such increased rate during the continuance of such Event of Default shall continue
to apply to the extent relating to the days after the occurrence of such Event of Default through and including the date of such
cure of such Event of Default.


 


3.          CONVERSION
OF NOTES. At any time after the Issuance Date, this Note shall be convertible into validly issued, fully paid and non-assessable
Common Shares (as defined below), on the terms and conditions set forth in this Section 3.


 


(a)          Conversion
Right. Subject to the provisions of Section 3(d), at any time or times on or after the Issuance Date, the Holder shall be entitled
to convert any portion of the outstanding and unpaid Conversion Amount (as defined below) into validly issued, fully paid and non-assessable
Common Shares in accordance with Section 3(c), at the Conversion Rate (as defined below). The Company shall not issue any fraction
of a Common Share upon any conversion. If the issuance would result in the issuance of a fraction of a Common Share, the Company
shall round such fraction of a Common Share to the nearest whole share. 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 (as defined below))
that may be payable with respect to the issuance and delivery of Common Shares upon conversion of any Conversion Amount, except
the Company shall not pay any transfer taxes to issue Common Shares to a Person that is not the Holder.


 


(b)          Conversion
Rate. The number of Common Shares issuable upon conversion of any Conversion Amount pursuant to Section 3(a) shall be determined
by dividing (x) such Conversion Amount by (y) the Conversion Price (the “Conversion Rate”).


 




    	 	3	 



     


    

 


(i)          “Conversion
Amount” means the sum of (x) portion of the Principal to be converted, redeemed or otherwise with respect to which this
determination is being made and (y) all accrued and unpaid Interest with respect to such portion of the Principal amount and accrued
and unpaid Late Charges with respect to such portion of such Principal and such Interest, if any.


 


(ii)         “Conversion
Price” means, as of any Conversion Date or other date of determination, $4.50, subject to adjustment as provided herein.


 


(c)          Mechanics
of Conversion.


 


(i)          Optional
Conversion. To convert any Conversion Amount into Common Shares on any date (a “Conversion Date”), the Holder
shall deliver (whether via facsimile, electronic mail or otherwise), for receipt on or prior to 11:59 a.m., New York time, on such
date, a copy of an executed notice of conversion in the form attached hereto as Exhibit I (the “Conversion Notice”)
to the Company. If required by Section 3(c)(iii), within two (2) Trading Days following a conversion of this Note as aforesaid,
the Holder shall surrender this Note to a nationally recognized overnight delivery service for delivery to the Company (or an indemnification
undertaking with respect to this Note in the case of its loss, theft or destruction as contemplated by Section 18(b)). On or before
the second (2nd) Trading Day following the date of receipt of a Conversion Notice, the Company shall transmit by facsimile or electronic
mail an acknowledgment of confirmation and representation as to whether such Common Shares may then be resold pursuant to Rule
144 (assuming the Holder executes a standard representation letter relating thereto) or an effective and available registration
statement, in the form attached hereto as Exhibit II, of receipt of such Conversion Notice to the Holder and the Transfer
Agent which confirmation shall constitute an instruction to the Transfer Agent to process such Conversion Notice in accordance
with the terms herein. On or before the second (2nd) Trading Day following the date on which the Company has received a Conversion
Notice (the “Share Delivery Deadline”), the Company shall (1) provided that the Common Shares to be issued pursuant
to such Conversion Notice are then Freely Tradable by the Holder and the Transfer Agent is participating in the DTC Fast Automated
Securities Transfer Program, credit such aggregate number of Common Shares to which the Holder shall be entitled pursuant to such
conversion to the Holder’s or its designee’s balance account with DTC through its Deposit/Withdrawal at Custodian system
or (2) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program or such Common Shares are
not then Freely Tradable by the Holder, upon the request of the Holder, issue and dispatch (via reputable courier) to the address
as specified in the Conversion Notice, a certificate, registered in the name of the Holder or its designee, for the number of Common
Shares to which the Holder shall be entitled pursuant to such conversion or proof of issuance in uncertificated form. If this Note
is physically surrendered for conversion pursuant to Section 3(c)(iii) and the outstanding Principal of this Note is greater than
the Principal portion of the Conversion Amount being converted, then the Company shall as soon as practicable and in no event later
than three (3) Trading Days after receipt of this Note and at its own expense, issue and dispatch (via reputable courier) to the
Holder (or its designee) a new Note (in accordance with Section 18(d)) representing the outstanding Principal not converted. The
Person or Persons entitled to receive the Common Shares issuable upon a conversion of this Note shall be treated for all purposes
as the record holder or holders of such Common Shares on the Conversion Date. Notwithstanding anything to the contrary contained
in this Note or the Registration Rights Agreement, after the effective date of the Registration Statement (as defined in the Registration
Rights Agreement) and prior to the Holder’s receipt of the notice of a Grace Period (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.


 




    	 	4	 



     


    

 


(ii)         Company’s
Failure to Timely Convert. If the Company shall fail, for any reason or for no reason, at any time on or prior to the fifth
(5th) Trading Day following the date on which the Company has received a Conversion Notice (each, a “Conversion Failure
Deadline”), either (I) if the Transfer Agent is not participating in the DTC Fast Automated Securities Transfer Program
or if the Common Shares to be issued pursuant to such Conversion Notice are not then Freely Tradable by the Holder, to issue and
deliver to the Holder (or its designee) a certificate for the aggregate number of Common Shares to which the Holder is entitled
and register such Common Shares on the Company’s share register (or proof of issuance in uncertificated form) or, if the
Transfer Agent is participating in the DTC Fast Automated Securities Transfer Program and if such Common Shares are then Freely
Tradable by the Holder, to credit the balance account of the Holder or the Holder’s designee with DTC for such number of
Common Shares to which the Holder is entitled upon the Holder’s conversion of this Note (as the case may be) or (II) if the
Registration Statement covering the resale of the Common Shares that are the subject of the Conversion Notice (the “Unavailable
Conversion Shares”) is not available for the resale of such Unavailable Conversion Shares (and such Common Shares are
not otherwise Freely Tradable by the Holder) and the Company fails to promptly, but in no event later than as required pursuant
to the Registration Rights Agreement (x) so notify the Holder and (y) deliver the Common Shares electronically without any restrictive
legend by crediting such aggregate number of Common 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 (the event described in the
immediately foregoing clause (II) is hereinafter referred as a “Notice Failure” and together with the event
described in clause (I) above, a “Conversion Failure”), and if after such applicable Conversion Failure Deadline
the Holder purchases (in an open market transaction or otherwise) Common Shares corresponding to all or any portion of the number
of Common Shares issuable upon such conversion that the Holder is entitled to receive from the Company and has not received from
the Company in connection with such Conversion Failure or Notice Failure, as applicable (a “Buy-In”), then,
as the exclusive cash remedies available to Holder (which election, for the avoidance of doubt, does not preclude Holder from seeking
injunctive remedies such as specific performance), the Company shall, within two (2) Business Days after receipt of the Holder’s
request and in the Holder’s discretion, either: (I) pay cash to the Holder in 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 (including,
without limitation, by any other Person in respect, or on behalf, of the Holder) (the “Buy-In Price”), at which
point the Company’s obligation to so issue and deliver such certificate (and to issue such Common Shares) or credit the balance
account of such Holder or such Holder’s designee, as applicable, with DTC for the number of Common Shares to which the Holder
is entitled upon the Holder’s conversion hereunder (as the case may be) (and to issue such Common Shares) shall terminate,
or (II) promptly honor its obligation to so issue and deliver to the Holder a certificate or certificates representing such Common
Shares (or proof of issuance in uncertificated form) or credit the balance account of such Holder or such Holder’s designee,
as applicable, with DTC for the number of Common Shares to which the Holder is entitled upon the Holder’s conversion hereunder
(as the case may be) and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product
of (x) such number of Common Shares multiplied by (y) the lowest Closing Sale Price of the Common Shares on any Uninterrupted Trading
Day during the period commencing on the date of the applicable Conversion Notice and ending on the date of such issuance and payment
under this clause (II). Nothing herein shall limit the Holder’s right to pursue any other non-cash remedies available to
it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with
respect to the Company’s failure to timely deliver certificates representing Common Shares (or provide proof of issuance
in uncertificated form) or electronically deliver of such Common Shares through DTC, in each case, upon the conversion of this
Note as required pursuant to the terms hereof.


 




    	 	5	 



     


    

 


(iii)        Registration;
Book-Entry. The Company shall maintain a register (the “Register”) for the recordation of the names and
addresses of the holders of each Note and the principal amount of the Notes held by such holders (the “Registered Notes”).
The entries in the Register shall be conclusive and binding for all purposes absent manifest error. The Company and the holders
of the Notes shall treat each Person whose name is recorded in the Register as the owner of a Note for all purposes (including,
without limitation, the right to receive payments of Principal and Interest hereunder) notwithstanding notice to the contrary.
A Registered Note may be assigned, transferred or sold in whole or in part only by registration of such assignment or sale on the
Register. Upon its receipt of a written request to assign, transfer or sell all or part of any Registered Note by the holder thereof
in compliance with Section 17 below (which written request shall be accompanied by the physical surrender of this Note only if
required by this Section 3(c)(iii)), the Company shall record the information contained therein in the Register and issue one or
more new Registered Notes in the same aggregate principal amount as the portion of the principal amount of the surrendered Registered
Note to the designated assignee or transferee pursuant to Section 18, provided that if the Company does not so record an assignment,
transfer or sale (as the case may be) of all or part of any Registered Note within two (2) Business Days of such a request, then
the Register shall be automatically deemed updated to reflect such assignment, transfer or sale (as the case may be). Notwithstanding
anything to the contrary set forth in this Section 3, following conversion of any portion of this Note in accordance with
the terms hereof, the Holder shall not be required to physically surrender this Note to the Company unless (A) the full Conversion
Amount represented by this Note is being converted (in which event this Note shall be delivered to the Company following conversion
thereof as contemplated by Section 3(c)(i)) or (B) the Holder has provided the Company with prior written notice (which notice
may be included in a Conversion Notice) requesting reissuance of this Note upon physical surrender of this Note. The Holder and
the Company shall maintain records showing the Principal, Interest and Late Charges converted and/or paid (as the case may be)
and the dates of such conversions, and/or payments (as the case may be) or shall use such other method, reasonably satisfactory
to the Holder and the Company, so as not to require physical surrender of this Note upon conversion. If the Company does not update
the Register to record such Principal, Interest and Late Charges converted and/or paid (as the case may be) and the dates of such
conversions, and/or payments (as the case may be) within two (2) Business Days of such occurrence, then the Register shall be automatically
deemed updated to reflect such occurrence. For the avoidance of doubt, upon the completion of any sale by the Holder (the “Current
Holder”) of all, or any portion, of this Note to any Person (each, a “Subsequent Holder”), such applicable
Subsequent Holder shall thereafter be referred to herein as “the Holder” for all purposes hereunder with respect to
such portion of this Note sold by the Current Holder to such Subsequent Holder, whether or not the Company updates the Register
with respect thereto (or the Register is automatically deemed updated in accordance herewith).


 




    	 	6	 



     


    

 


(iv)         Pro
Rata Conversion; Disputes. In the event that the Company receives a Conversion Notice from more than one holder of Notes for
the same Conversion Date and the Company can convert some, but not all, of such portions of the Notes submitted for conversion,
the Company, subject to Section 3(d), shall convert from each holder of Notes electing to have Notes converted on such date a pro
rata amount of such holder’s portion of its Notes submitted for conversion based on the principal amount of Notes submitted
for conversion on such date by such holder relative to the aggregate principal amount of all Notes submitted for conversion on
such date. In the event of a dispute as to the number of Common Shares issuable to the Holder in connection with a conversion of
this Note, the Company shall issue to the Holder the number of Common Shares not in dispute and resolve such dispute in accordance
with Section 23.


 


(v)          Securities
Law. Solely in connection with the issuance, conversion, or resale of Common Shares hereunder in reliance on an exemption from
registration provided by Rule 144 or Regulation S, a Conversion Notice shall not be deemed properly delivered hereunder unless
such Conversion Notice is accompanied by a duly executed and delivered Rule 144 representation letter or Regulation S representation
letter (as applicable), and also, in the case of Regulation S, an opinion of counsel in a form reasonably acceptable to the Company.


 




    	 	7	 



     


    

 


(d)          Limitations
on Conversions. The Company shall not effect the conversion of any portion of this Note, and the Holder shall not have the
right to convert any portion of this Note pursuant to the terms and conditions of this Note and any such conversion shall be null
and void and treated as if never made, to the extent that after giving effect to such conversion, the Holder together with the
other Attribution Parties collectively would beneficially own in excess of 4.99% (the “Maximum Percentage”)
of the Common Shares outstanding immediately after giving effect to such conversion. 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 conversion of
this Note with respect to which the determination of such sentence is being made, but shall exclude Common Shares which would be
issuable upon (A) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of the
other Attribution Parties and (B) exercise or conversion of the unexercised or nonconverted portion of any other securities of
the Company (including, without limitation, any convertible notes or convertible preferred shares or 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 3(d). For purposes of this Section 3(d), beneficial ownership shall be calculated in accordance with Section 13(d)
of the 1934 Act. For purposes of determining the number of outstanding Common Shares the Holder may acquire upon the conversion
of this Note without exceeding the Maximum Percentage, the Holder may rely on the number of outstanding Common Shares as reflected
in the Company’s most recent Annual Report on Form 20-F, Quarterly or Current Report on Form 6-K, or other public filing
with the SEC, 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 a Conversion 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 notify the Holder in writing of the number
of Common Shares then outstanding and, to the extent that such Conversion Notice would otherwise cause the Holder’s beneficial
ownership, as determined pursuant to this Section 3(d), to exceed the Maximum Percentage, the Holder must notify the Company of
a reduced number of Common Shares to be purchased pursuant to such Conversion Notice. For any reason at any time, upon the written
or oral request of the Holder, the Company shall within one (1) Business Day 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 Note, 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 conversion of this Note 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. Upon delivery
of a written notice to the Company, the Holder may from time to time increase (with such increase not effective until the sixty-first
(61st) day after delivery of such notice) or decrease the Maximum Percentage to any other percentage not in excess of
9.99% 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 Notes that is not an Attribution Party of the
Holder. For purposes of clarity, the Common Shares issuable pursuant to the terms of this Note 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. No prior inability to convert this Note pursuant to this paragraph shall have any effect on the applicability
of the provisions of this paragraph with respect to any subsequent determination of convertibility. The provisions of this paragraph
shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 3(d) 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 3(d) 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 Note.


 




    	 	8	 



     


    

 


(e)          Right
of Alternate Conversion.


 


(i)          General.


 


(1)         Alternate
Optional Conversion. Subject to Section 3(d), at any time after [               , 2019]1,
if the VWAP of the Common Shares on any Trading Day is less than the Conversion Price then in effect, at any time thereafter,
at the option of the Holder, the Holder may convert (each, an “Alternate Optional Conversion”, and the date
of such Alternate Optional Conversion, an “Alternate Optional Conversion Date”) all, or any part, of this Note
into Common Shares (such portion of the Conversion Amount subject to such Alternate Optional Conversion, the “Alternate
Optional Conversion Amount”) at the Alternate Conversion Price.


 


(2)         Alternate
Conversion Upon an Event of Default. Subject to Section 3(c)(v), at any time during an Event of Default Redemption Right Period
(as defined below)(regardless of whether such Event of Default has been cured or if the Holder has delivered an Event of Default
Redemption Notice to the Company), the Holder may, at the Holder’s option, convert (each, an “Alternate Event of
Default Conversion” and together with each Alternate Optional Conversion, each, an “Alternate Conversion”,
and the date of such Alternate Event of Default Conversion, each, an “Alternate Event of Default Conversion Date”,
and together with each Alternate Optional Conversion Date, each, an “Alternate Conversion Date”) all, or any
part of, the Conversion Amount (such portion of the Conversion Amount subject to such Alternate Conversion, the “Alternate
Event of Default Conversion Amount” and together with each Alternate Optional Conversion Amount, each, an “Alternate
Conversion Amount”) into Common Shares at the Alternate Conversion Price.


 


(ii)         Mechanics
of Alternate Conversion. On any Alternate Conversion Date, the Holder may voluntarily convert any Alternate Conversion Amount
pursuant to Section 3(c) (with “Alternate Conversion Price” replacing “Conversion Price” for all purposes
hereunder with respect to such Alternate Conversion and, solely with respect to the calculation of the number of Common Shares
issuable upon conversion of any Conversion Amount in an Alternate Event of Default Conversion, with “Redemption Premium of
the Conversion Amount” replacing “Conversion Amount” in clause (x) of the definition of Conversion Rate above
with respect to such Alternate Conversion) by designating in the Conversion Notice delivered pursuant to this Section 3(e) of this
Note that the Holder is electing to use the Alternate Conversion Price for such conversion. Notwithstanding anything to the contrary
in this Section 3(e), but subject to Section 3(d), until the Company delivers Common Shares representing the applicable Alternate
Conversion Amount to the Holder, such Alternate Conversion Amount may be converted by the Holder into Common Shares pursuant to
Section 3(c) without regard to this Section 3(e).


 





 



1       Insert 60th Trading
Day after the initial Issuance Date


 




    	 	9	 



     


    

 


4.          RIGHTS
UPON EVENT OF DEFAULT.


 


(a)          Event
of Default. Each of the following events shall constitute an “Event of Default” and each of the events in
clauses (ix), (x) and (xi) shall constitute a “Bankruptcy Event of Default”:


 


(i)          
(A) the failure of the applicable Registration Statement (as defined in the Registration Rights Agreement) to be filed with the
SEC on or prior to the date that is five (5) days after the applicable Filing Deadline (as defined in the Registration Rights Agreement)
or (B) the failure of the applicable Registration Statement to be declared effective by the SEC on or prior to the date that is
five (5) days after the applicable Effectiveness Deadline (as defined in the Registration Rights Agreement), in each case subject
to Sections 2(f), 2(j), and 3(r) therein;


 


(ii)         while
the applicable Registration Statement is required to be maintained effective pursuant to the terms of the Registration Rights Agreement,
unless all Common Shares into which this Note can convert (taking into account Section 3(d)) are Freely Tradable, the effectiveness
of the applicable Registration Statement lapses for any reason (including, without limitation, the issuance of a stop order) or
such Registration Statement (or the prospectus contained therein) is unavailable to any holder of Registrable Securities (as defined
in the Registration Rights Agreement) for sale of all of such holder’s Registrable Securities in accordance with the terms
of the Registration Rights Agreement, and such lapse or unavailability continues for a period of five (5) consecutive days or for
more than an aggregate of ten (10) days in any 365-day period (excluding days during an Allowable Grace Period (as defined in the
Registration Rights Agreement));


 


(iii)        the
suspension from trading or the failure of the Common Shares to be trading or listed (as applicable) on an Eligible Market for a
period of five (5) consecutive Trading Days;


 


(iv)         the
Company’s (A) failure to cure a Conversion Failure by delivery of the required number of Common Shares within five (5) Trading
Days after the applicable Conversion Date or exercise date (as the case may be) or (B) notice, written or oral, to any holder of
the Notes, including, without limitation, by way of public announcement or through any of its agents, at any time, of its intention
not to comply, as required, with a request for conversion of any Notes into Common Shares that is requested in accordance with
the provisions of the Notes, other than pursuant to Section 3(d);


 




    	 	10	 



     


    

 


(v)          except
to the extent the Company is in compliance with Section 11(b) below, at any time following the tenth (10th) consecutive
day that the Holder’s Authorized Share Allocation (as defined in Section 11(a) below) is less than the number of Common Shares
that the Holder would be entitled to receive upon a conversion of the full Conversion Amount of this Note (without regard to any
limitations on conversion set forth in Section 3(d) or otherwise);


 


(vi)         the
Company’s failure to pay to the Holder any amount of Principal, Interest, Late Charges or other amounts when and as due under
this Note (including, without limitation, the Company’s failure to pay any redemption payments or amounts hereunder) or any
other Transaction Document (as defined in the Securities Purchase Agreement) or any other agreement, document, certificate or other
instrument delivered in connection with the transactions contemplated hereby and thereby, except, in the case of a failure to pay
Interest and Late Charges when and as due, in which case only if such failure remains uncured for a period of at least two (2)
Trading Days;


 


(vii)        the
Company fails to remove any restrictive legend on any certificate or any Common Shares issued to the Holder upon conversion or
exercise (as the case may be) of any Securities (as defined in the Securities Purchase Agreement) acquired by the Holder under
the Securities Purchase Agreement (including this Note) as and when required by such Securities or the Securities Purchase Agreement,
unless otherwise then prohibited by applicable federal securities laws, and any such failure remains uncured for at least five
(5) days;


 


(viii)      the
occurrence of any (x) material default under, (y) redemption of or (z) acceleration prior to maturity of, in any case, at least
an aggregate of $1,000,000 of Indebtedness (as defined in the Securities Purchase Agreement) of the Company or any of its Subsidiaries
(other than relating to agreements solely between the Company and a wholly-owned Subsidiary of the Company), in each case other
than with respect to any Other Notes;


 


(ix)         bankruptcy,
insolvency, reorganization or liquidation proceedings or other proceedings for the relief of debtors shall be instituted by or
against the Company or any Subsidiary and, if instituted against the Company or any Subsidiary by a third party, shall not be dismissed
within thirty (30) days of their initiation;


 




    	 	11	 



     


    

 


(x)          the
commencement by the Company or any Subsidiary of a voluntary case or proceeding under any applicable federal, state or foreign
bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or
insolvent, or the consent by it to the entry of a decree, order, judgment or other similar document in respect of the Company or
any Subsidiary in an involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization
or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it
of a petition or answer or consent seeking reorganization or relief under any applicable federal, state or foreign law, or the
consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator or other similar official of the Company or any Subsidiary or of any substantial part of its property,
or the making by it of an assignment for the benefit of creditors, or the execution of a composition of debts, or the occurrence
of any other similar federal, state or foreign proceeding, or the admission by it in writing of its inability to pay its debts
generally as they become due, the taking of corporate action by the Company or any Subsidiary in furtherance of any such action
or the taking of any action by any Person to commence a Uniform Commercial Code foreclosure sale or any other similar action under
federal, state or foreign law;


 


(xi)         the
entry by a court of (i) a decree, order, judgment or other similar document in respect of the Company or any Subsidiary of a voluntary
or involuntary case or proceeding under any applicable federal, state or foreign bankruptcy, insolvency, reorganization or other
similar law or (ii) a decree, order, judgment or other similar document adjudging the Company or any Subsidiary as bankrupt or
insolvent, or approving as properly filed a petition seeking liquidation, reorganization, arrangement, adjustment or composition
of or in respect of the Company or any Subsidiary under any applicable federal, state or foreign law or (iii) a decree, order,
judgment or other similar document appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar
official of the Company or any Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation
of its affairs, and the continuance of any such decree, order, judgment or other similar document or any such other decree, order,
judgment or other similar document unstayed and in effect for a period of thirty (30) consecutive days;


 


(xii)        a
final judgment or judgments for the payment of money aggregating in excess of $1,000,000 are rendered against the Company and/or
any of its Subsidiaries and which judgments are not, within thirty (30) days after the entry thereof, bonded, discharged, settled
or stayed pending appeal, or are not discharged within thirty (30) days after the expiration of such stay; provided, however, any
judgment which is covered by insurance or an indemnity from a credit worthy party shall not be included in calculating the $1,000,000
amount set forth above so long as the Company provides the Holder a written statement from such insurer or indemnity provider (which
written statement shall be reasonably satisfactory to the Holder) to the effect that such judgment is covered by insurance or an
indemnity and the Company or such Subsidiary (as the case may be) will receive the proceeds of such insurance or indemnity within
thirty (30) days of the issuance of such judgment;


 




    	 	12	 



     


    

 


(xiii)      the
Company and/or any Subsidiary, individually or in the aggregate, either (i) fails to pay, when due, or within any applicable grace
period, any payment with respect to any Indebtedness in excess of $1,000,000 due to any third party (other than, with respect to
unsecured Indebtedness only, payments contested by the Company and/or such Subsidiary (as the case may be) in good faith by proper
proceedings and with respect to which adequate reserves have been set aside for the payment thereof in accordance with GAAP) or
is otherwise in material breach or violation of any agreement for monies owed or owing in an amount in excess of $1,000,000, which
breach or violation permits the other party thereto to declare a default or otherwise accelerate amounts due thereunder, or (ii)
suffer to exist any other circumstance or event that would, with or without the passage of time or the giving of notice, result
in a material default or event of default under any agreement binding the Company or any Subsidiary, which default or event of
default would or is likely to have a material adverse effect on the business, assets, operations (including results thereof), liabilities,
properties, condition (including financial condition) or prospects of the Company or any of its Subsidiaries, individually or in
the aggregate;


 


(xiv)        other
than as specifically set forth in another clause of this Section 4(a), the Company or any Subsidiary breaches any representation
or warranty in any material respect (other than the representations or warranties subject to material adverse effect on materiality
limitation, which may not be breached in any respect) or any, covenant or other term or condition of any Transaction Document,
except, in the case of a breach of a covenant or other term or condition that is curable, only if such breach remains uncured for
a period of five (5) consecutive Trading Days;


 


(xv)         a
false or inaccurate certification (including a false or inaccurate deemed certification) by the Company that either (A) the Equity
Conditions are satisfied, (B) there has been no Equity Conditions Failure, or (C) as to whether any Event of Default has occurred;


 


(xvi)        any
breach or failure in any respect by the Company to comply with any provision of Section 14 of this Note;


 


(xvii)      any
Material Adverse Effect occurs; or


 


(xviii)     any
Event of Default (as defined in the Other Notes) occurs with respect to any Other Notes.


 




    	 	13	 



     


    

 


(b)          Notice
of an Event of Default; Redemption Right. Upon the occurrence of an Event of Default with respect to this Note or any Other
Note, the Company shall within one (1) Business Day of becoming aware of the circumstances giving rise to the Event of Default
deliver written notice thereof via facsimile or electronic mail (an “Event of Default Notice”) to the Holder.
At any time after the earlier of the Holder’s receipt of an Event of Default Notice and the Holder becoming aware of an Event
of Default and ending (such ending date, the “Event of Default Right Expiration Date”, and each such period,
an “Event of Default Redemption Right Period”) on the twentieth (20th) Trading Day after the later
of (x) the date such Event of Default is cured and (y) the Holder’s receipt of an Event of Default Notice that includes (I)
a reasonable description of the applicable Event of Default, (II) a certification as to whether, in the opinion of the Company,
such Event of Default is capable of being cured and, if applicable, a reasonable description of any existing plans of the Company
to cure such Event of Default and (III) a certification as to the date the Event of Default occurred and, if cured on or prior
to the date of such Event of Default Notice, the applicable Event of Default Right Expiration Date, the Holder may require the
Company to redeem (regardless of whether such Event of Default has been cured on or prior to the Event of Default Right Expiration
Date) all or any portion of this Note by delivering written notice thereof (the “Event of Default Redemption Notice”)
to the Company, which Event of Default Redemption Notice shall indicate the portion of this Note the Holder is electing to redeem.
Each portion of this Note subject to redemption by the Company pursuant to this Section 4(b) shall be redeemed by the Company at
a price equal to the greater of (i) the product of (A) the Conversion Amount to be redeemed multiplied by (B) the Redemption Premium
and (ii) the product of (X) the Conversion Rate with respect to the Conversion Amount in effect at such time as the Holder delivers
an Event of Default Redemption Notice multiplied by (Y) the greatest Closing Sale Price of the Common Shares on any Trading Day
during the period commencing on the date immediately preceding such Event of Default and ending on the date the Company makes the
entire payment required to be made under this Section 4(b) (the “Event of Default Redemption Price”). Redemptions
required by this Section 4(b) shall be made in accordance with the provisions of Section 12. To the extent redemptions required
by this Section 4(b) are deemed or determined by a court of competent jurisdiction to be prepayments of this Note by the Company,
such redemptions shall be deemed to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 3(e), but
subject to Section 3(d), until the Event of Default Redemption Price (together with any Late Charges thereon) is paid in full,
the Conversion Amount submitted for redemption under this Section 4(b) (together with any Late Charges thereon) may be converted,
in whole or in part, by the Holder into Common Shares pursuant to the terms of this Note. In the event of the Company’s redemption
of any portion of this Note under this Section 4(b), the Holder’s damages would be uncertain and difficult to estimate because
of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute
investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 4(b) is intended by the parties
to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a
penalty.


 


(c)          Mandatory
Redemption upon Bankruptcy Event of Default. Notwithstanding anything to the contrary herein, and notwithstanding any conversion
that is then required or in process, upon any Bankruptcy Event of Default, whether occurring prior to or following the Maturity
Date, the Company shall immediately pay to the Holder an amount in cash representing (i) all outstanding Principal, accrued and
unpaid Interest and accrued and unpaid Late Charges on such Principal and Interest, multiplied by (ii) the Redemption Premium,
in addition to any and all other amounts (other than Principal, accrued and unpaid Interest and accrued and unpaid Late Charges
on such Principal and Interest) due hereunder or pursuant to the terms of any other Transaction Document, without the requirement
for any notice or demand or other action by the Holder or any other person or entity, provided that the Holder may, in its sole
discretion, waive such right to receive payment upon a Bankruptcy Event of Default, in whole or in part, and any such waiver shall
not affect any other rights of the Holder hereunder, including any other rights in respect of such Bankruptcy Event of Default,
any right to conversion, and any right to payment of the Event of Default Redemption Price or any other Redemption Price, as applicable.


 


5.          RIGHTS
UPON FUNDAMENTAL TRANSACTION.


 


(a)          Redeem
or Assume. The Company shall not enter into or be party to a Fundamental Transaction unless:


 




    	 	14	 



     


    

 


(i)          the
Company (x) issues a Company Optional Redemption Notice on the date of the announcement of the Fundamental Transaction in which
the Company exercises its right to redeem this Note and all Other Notes in their entirety pursuant to Section 8 hereof,
which Company Optional Redemption Notice shall be revocable and (y) on or prior to the time of consummation of such Fundamental
Transaction, the Company shall have paid the applicable Company Optional Redemption Price to the Holder in full; or


 


(ii)         the
Company complies with Section 5(b) hereof.


 


(b)          Assumption.
Except as provided in Section 5(a)(i), 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 Note and the other Transaction Documents in
accordance with the provisions of this Section 5(b) pursuant to written agreements in form and substance satisfactory to the Holder
and approved by the Holder prior to such Fundamental Transaction, including agreements (or other arrangements reasonably satisfactory
to the Holder) to deliver to each holder of Notes in exchange for such Notes a security of the Successor Entity evidenced by a
written instrument substantially similar in form and substance to the Notes, including, without limitation, having a principal
amount and interest rate equal to the principal amounts then outstanding and the interest rates of the Notes held by such holder,
having similar conversion rights as the Notes and having similar ranking and security to the Notes, and satisfactory to the Holder.
Upon the consummation of any Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from
and after the date of such Fundamental Transaction, the provisions of this Note and the other Transaction Documents 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 Note and the other Transaction Documents with the same effect as
if such Successor Entity had been named as the Company herein. Upon consummation of a Fundamental Transaction, the Successor Entity
shall deliver to the Holder confirmation that there shall be issued upon conversion or redemption of this Note at any time after
the consummation of such Fundamental Transaction, in lieu of the Common Shares (or other securities, cash, assets or other property
(except such items still issuable under Sections 6 and 15, which shall continue to be receivable thereafter) issuable upon the
conversion or redemption of the Notes prior to such Fundamental Transaction), such shares of the publicly traded common stock (or
their equivalent) of the Successor Entity (including its Parent Entity) which the Holder would have been entitled to receive upon
the happening of such Fundamental Transaction had this Note been converted immediately prior to such Fundamental Transaction (without
regard to any limitations on the conversion of this Note), as adjusted in accordance with the provisions of this Note. Notwithstanding
the foregoing, the Holder may elect, at its sole option, by delivery of written notice to the Company to waive this Section 5(b)
to permit the Fundamental Transaction without the assumption of this Note. The provisions of this Section 5(b) shall apply similarly
and equally to successive Fundamental Transactions and shall be applied without regard to any limitations on the conversion of
this Note.


 




    	 	15	 



     


    

 


(c)          Notice
of a Change of Control; Redemption Right. No sooner than twenty (20) Trading Days nor later than ten (10) Trading Days prior
to the consummation of a Change of Control, but not prior to the public announcement of such Change of Control, the Company shall
deliver written notice thereof via facsimile or electronic mail to the Holder (a “Change of Control Notice”).
At any time during the period beginning after the Holder’s receipt of a Change of Control Notice or the Holder becoming aware
of a Change of Control if a Change of Control Notice is not delivered to the Holder in accordance with the immediately preceding
sentence (as applicable) and ending on the later of twenty (20) Trading Days after (A) consummation of such Change of Control or
(B) the date of receipt of such Change of Control Notice, the Holder may require the Company to redeem all or any portion of this
Note by delivering written notice thereof (“Change of Control Redemption Notice”) to the Company, which Change
of Control Redemption Notice shall indicate the Conversion Amount the Holder is electing to redeem. The portion of this Note subject
to redemption pursuant to this Section 5(c) shall be redeemed by the Company in cash at a price equal to the greatest of (i) the
product of (w) the Change of Control Redemption Premium multiplied by (y) the Conversion Amount being redeemed, (ii) the product
of (A) the Conversion Amount being redeemed multiplied by (B) the quotient determined by dividing (I) the greatest Closing Sale
Price of the Common Shares during the period beginning on the date immediately preceding the earlier to occur of (1) the consummation
of the applicable Change of Control and (2) the public announcement of such Change of Control and ending on the date the Holder
delivers the Change of Control Redemption Notice by (II) the Conversion Price then in effect and (iii) the product of (A) the Conversion
Amount being redeemed multiplied by (B) the quotient of (I) the aggregate cash consideration and the aggregate cash value of any
non-cash consideration per Common Share to be paid to the holders of the Common Shares upon consummation of such Change of Control
(any such non-cash consideration constituting publicly-traded securities shall be valued at the highest of the Closing Sale Price
of such securities as of the Trading Day immediately prior to the consummation of such Change of Control, the Closing Sale Price
of such securities on the Trading Day immediately following the public announcement of such proposed Change of Control and the
Closing Sale Price of such securities on the Trading Day immediately prior to the public announcement of such proposed Change of
Control) divided by (II) the Conversion Price then in effect (the “Change of Control Redemption Price”). Redemptions
required by this Section 5(c) shall be made in accordance with the provisions of Section 12 and shall have priority to payments
to shareholders in connection with such Change of Control. To the extent redemptions required by this Section 5(c) are deemed or
determined by a court of competent jurisdiction to be prepayments of this Note by the Company, such redemptions shall be deemed
to be voluntary prepayments. Notwithstanding anything to the contrary in this Section 5(c), but subject to Section 3(d), until
the Change of Control Redemption Price (together with any Late Charges thereon) is paid in full, the Conversion Amount submitted
for redemption under this Section 5(c) (together with any Late Charges thereon) may be converted, in whole or in part, by the Holder
into Common Shares pursuant to Section 3. In the event of the Company’s redemption of any portion of this Note under this
Section 5(c), the Holder’s damages would be uncertain and difficult to estimate because of the parties’ inability to
predict future interest rates and the uncertainty of the availability of a suitable substitute investment opportunity for the Holder.
Accordingly, any redemption premium due under this Section 5(c) is intended by the parties to be, and shall be deemed, a reasonable
estimate of the Holder’s actual loss of its investment opportunity and not as a penalty.


 




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6.          RIGHTS
UPON ISSUANCE OF PURCHASE RIGHTS AND OTHER CORPORATE EVENTS.


 


(a)          Purchase
Rights. In addition to any adjustments pursuant to Section 7 below, if at any time the Company grants, issues or sells any
Options, Convertible Securities or rights to purchase shares, warrants, securities or other property pro rata to all or substantially
all of the record holders of any class of Common Shares (the “Purchase Rights”), then the Holder will be entitled
to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired
if the Holder had held the number of Common Shares acquirable upon complete conversion of this Note (without taking into account
any limitations or restrictions on the convertibility of this Note and assuming for such purpose that the Note was converted at
the Alternate Conversion Price as of the applicable record date) immediately prior to the date on which a record is taken for the
grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of Common
Shares are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, that to the
extent that the Holder’s right to participate in any such Purchase Right would result in the Holder and the other Attribution
Parties exceeding the Maximum Percentage, then the Holder shall not be entitled to participate in such Purchase Right to the extent
of the Maximum Percentage (and shall not be entitled to beneficial ownership of such Common Shares as a result of such Purchase
Right (and beneficial ownership) to the extent of any such excess) and such Purchase Right to such extent shall be held in abeyance
(and, if such Purchase Right has an expiration date, maturity date or other similar provision, such term shall be extended by such
number of days held in abeyance, if applicable) for the benefit of the Holder until such time or times, if ever, as its right thereto
would not result in the Holder and the other Attribution Parties exceeding the Maximum Percentage, at which time or times the Holder
shall be granted such right (and any Purchase Right granted, issued or sold on such initial Purchase Right or on any subsequent
Purchase Right held similarly in abeyance (and, if such Purchase Right has an expiration date, maturity date or other similar provision,
such term shall be extended by such number of days held in abeyance, if applicable)) to the same extent as if there had been no
such limitation).


 


(b)          Other
Corporate Events. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any 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 a conversion of this Note, at the Holder’s option (i) in addition
to the Common Shares receivable upon such conversion, such securities or other assets to which the Holder would have been entitled
with respect to such Common Shares had such Common Shares been held by the Holder upon the consummation of such Corporate Event
(without taking into account any limitations or restrictions on the convertibility of this Note) or (ii) in lieu of the Common
Shares otherwise receivable upon such conversion, such securities or other assets received by the holders of Common Shares in connection
with the consummation of such Corporate Event in such amounts as the Holder would have been entitled to receive had this Note initially
been issued with conversion rights for the form of such consideration (as opposed to Common Shares) at a conversion rate for such
consideration commensurate with the Conversion Rate. Provision made pursuant to the preceding sentence shall be in a form and substance
satisfactory to the Holder. The provisions of this Section 6 shall apply similarly and equally to successive Corporate Events and
shall be applied without regard to any limitations on the conversion or redemption of this Note.


 




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7.          RIGHTS
UPON ISSUANCE OF OTHER SECURITIES.


 


(a)          Adjustment
of Conversion Price upon Subdivision or Combination of Common Shares. If the Company at any time on or after the Subscription
Date subdivides (by any share split, share dividend, share combination, recapitalization or other similar transaction) one or more
classes of its outstanding Common Shares into a greater number of shares, the Conversion Price in effect immediately prior to such
subdivision will be proportionately reduced. If the Company at any time on or after the Subscription Date combines (by any share
split, share dividend, share combination, recapitalization or other similar transaction) one or more classes of its outstanding
Common Shares into a smaller number of shares, the Conversion Price in effect immediately prior to such combination will be proportionately
increased. Any adjustment pursuant to this Section 7(a) shall become effective immediately after the effective date of such subdivision
or combination. If any event requiring an adjustment under this Section 7(a) occurs during the period that a Conversion Price is
calculated hereunder, then the calculation of such Conversion Price shall be adjusted appropriately to reflect such event.


 


(b)          Calculations.
All calculations under this Section 7 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 issue or sale of Common Shares.


 


(c)          Voluntary
Adjustment by Company. The Company may at any time during the term of this Note, with the prior written consent of the Required
Holders (as defined in the Securities Purchase Agreement), reduce the then current Conversion Price of each of the Notes to any
amount and for any period of time deemed appropriate by the board of directors of the Company, but in no event less than $1.00.


 




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8.          REDEMPTIONS
AT THE COMPANY’S ELECTION.


 


(a)          Company
Optional Redemption. At any time, the Company shall have the right to redeem all, or any portion, including the full amount
of, the Conversion Amount then remaining under this Note (the “Company Optional Redemption Amount”) on the Company
Optional Redemption Date (each as defined below) (a “Company Optional Redemption”). The portion of this Note
subject to redemption pursuant to this Section 8 shall be redeemed by the Company in cash at a price (the “Company Optional
Redemption Price”) equal to the greater of (i) 120% of the Conversion Amount being redeemed as of the Company Optional
Redemption Date and (ii) the product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed as of the
Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price of the Common Shares on any Trading Day during
the period commencing on the date immediately preceding such Company Optional Redemption Notice Date and ending on the Trading
Day immediately prior to the date the Company makes the entire payment required to be made under this Section 8. The Company may
exercise its right to require redemption under this Section 8 by delivering a written notice thereof by facsimile or electronic
mail to one or more of the holders of Notes (the “Company Optional Redemption Notice” and the date all of the
holders of Notes received such notice is referred to as the “Company Optional Redemption Notice Date”). All
Company Optional Redemption Notices shall be irrevocable. Each Company Optional Redemption Notice shall (x) state the date on which
the Company Optional Redemption shall occur (the “Company Optional Redemption Date”) which date shall not be
less than ten (10) Trading Days nor more than twenty (20) Trading Days following the Company Optional Redemption Notice Date, and
(y) state the aggregate Conversion Amount of the Notes which is being redeemed in such Company Optional Redemption from the Holder
and all of the other holders of the Notes pursuant to this Section 8 (and analogous provisions under the Other Notes) on the Company
Optional Redemption Date. Notwithstanding anything herein to the contrary, at any time prior to the date the Company Optional Redemption
Price is paid, in full, the Company Optional Redemption Amount may be converted, in whole or in part, by the Holder into Common
Shares pursuant to Section 3. All Conversion Amounts converted by the Holder after the Company Optional Redemption Notice Date
shall reduce the Company Optional Redemption Amount of this Note required to be redeemed on the Company Optional Redemption Date.
Redemptions made pursuant to this Section 8 shall be made in accordance with Section 12. In the event of the Company’s redemption
of any portion of this Note under this Section 8, the Holder’s damages would be uncertain and difficult to estimate because
of the parties’ inability to predict future interest rates and the uncertainty of the availability of a suitable substitute
investment opportunity for the Holder. Accordingly, any redemption premium due under this Section 9 is intended by the parties
to be, and shall be deemed, a reasonable estimate of the Holder’s actual loss of its investment opportunity and not as a
penalty. For the avoidance of doubt, the Company shall have no right to effect a Company Optional Redemption if any Event of Default
has occurred and continuing, but any Event of Default shall have no effect upon the Holder’s right to convert this Note in
its discretion.


 


(b)          Pro
Rata Redemption Requirement. If the Company elects to cause a Company Optional Redemption of this Note pursuant to Section
8(a), then it must simultaneously take the same action with respect to all of the Other Notes.


 


9.          HOLDER
OPTIONAL REDEMPTION. If the VWAP of the Common Shares is less than the Floor Price for each Uninterrupted Trading Day during
a ten (10) consecutive Uninterrupted Trading Day period at any time after the Issuance Date, at any time thereafter the Holder
may elect, at such Holder’s sole option, upon written notice to the Company (each, a “Holder Optional Redemption
Notice”, and the date thereof, each, a “Holder Optional Redemption Notice Date”), to require the
Company to redeem (each, a “Holder Optional Redemption”) all, or any part, of this Note, as set forth in such
Holder Optional Redemption Notice for a cash amount equal to 100% of the Conversion Amount thereof (each, a “Holder Optional
Redemption Price”). The Company shall pay the applicable Holder Optional Redemption Price to the Holder on the fifth
(5th) Trading Day immediately following the corresponding Holder Optional Redemption Notice Date (each, a “Holder
Optional Redemption Date”).


 




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10.        NONCIRCUMVENTION.
The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate of Incorporation (as defined
in the Securities Purchase Agreement), Bylaws (as defined in the Securities Purchase Agreement) or through any reorganization,
transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue 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 Note, and will at all times in good faith
carry out all of the provisions of this Note and take all action as may be required to protect the rights of the Holder of this
Note. Without limiting the generality of the foregoing or any other provision of this Note or the other Transaction Documents,
the Company (a) without the consent of the Holder, shall not increase the par value of any Common Shares receivable upon conversion
of this Note above the Conversion 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 nonassessable Common Shares upon the conversion of this
Note. Notwithstanding anything herein to the contrary, if at least sixty (60) days after the Issuance Date, the Holder is not permitted
to convert this Note for Common Shares to be owned by the Holder in full for any reason, it being understood that the Common Shares
may be “restricted securities” under the 1933 Act (other than pursuant to restrictions set forth in Section 3(d) hereof),
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 conversion into Common Shares.


 


11.        RESERVATION
OF AUTHORIZED SHARES.


 


(a)          Reservation.
So long as any Notes remain outstanding, the Company shall at all times reserve (either formally by letter to the registrar or
informally, by maintaining, exclusive of other commitments to issue shares by way of warrant, options, convertible debt, or otherwise,
a number of unissued Common Shares in excess of the Required Reserve Amount) at least 200% of the number of Common Shares as shall
from time to time be necessary to effect the conversion, including without limitation, Alternate Conversions, of all of the Notes
then outstanding (without regard to any limitations on conversions and assuming such Notes remain outstanding until the Maturity
Date) at the Alternate Conversion Price then in effect (the “Required Reserve Amount”). 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 Notes based on the original principal amount of the Notes held by each holder on the Closing Date 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 Notes, 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 Notes
shall be allocated to the remaining holders of Notes, pro rata based on the principal amount of the Notes then held by such holders.


 




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(b)          Insufficient
Authorized Shares. If, notwithstanding Section 11(a), and not in limitation thereof, at any time while any of the Notes remain
outstanding the Company does not have a sufficient number of authorized and unreserved Common Shares to satisfy its obligation
to reserve for issuance upon conversion of the Notes at least a number of Common Shares equal to 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 the Notes 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 seventy (70) days after the occurrence of such Authorized Share Failure,
the Company shall hold 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 (subject to their fiduciary
duties) its board of directors to recommend to the shareholders that they approve such proposal. In the event that the Company
is prohibited from issuing Common Shares pursuant to the terms of this Note due to the failure by the Company to have sufficient
Common Shares available out of the authorized but unissued Common Shares (such unavailable number of Common Shares, the “Authorized
Failure Shares”), and is unable to rectify such Authorized Share Failure in within 70 days after the occurrence of such
Authorized Share Failure, in lieu of delivering such Authorized Failure Shares to the Holder, the Company shall pay cash in exchange
for the redemption of such portion of the Conversion Amount convertible into such Authorized Failure Shares at a price equal to
the sum of (i) the product of (x) such number of Authorized Failure Shares and (y) the greatest Closing Sale Price of the Common
Shares on any Uninterrupted Trading Day during the period commencing on the date the Holder delivers the applicable Conversion
Notice with respect to such Authorized Failure Shares to the Company and ending on the date of such issuance and payment under
this Section 11(a); and (ii) to the extent the Holder purchases (in an open market transaction or otherwise) Common Shares to deliver
in satisfaction of a sale by the Holder of Authorized Failure Shares, any brokerage commissions and other out-of-pocket expenses,
if any, of the Holder incurred in connection therewith. Nothing contained in Section 11(a) or this Section 11(b) shall limit any
obligations of the Company under any provision of the Securities Purchase Agreement.


 


12.        REDEMPTIONS.


 


(a)          Mechanics.
The Company shall deliver the applicable Event of Default Redemption Price to the Holder in cash within five (5) Business Days
after the Company’s receipt of the Holder’s Event of Default Redemption Notice. If the Holder has submitted a Change
of Control Redemption Notice in accordance with Section 5(c), the Company shall deliver the applicable Change of Control Redemption
Price to the Holder in cash concurrently with the consummation of such Change of Control if such notice is received prior to the
consummation of such Change of Control and within five (5) Business Days after the Company’s receipt of such notice otherwise.
The Company shall deliver the applicable Company Optional Redemption Price to the Holder in cash on the applicable Company Optional
Redemption Date. The Company shall deliver the applicable Holder Optional Redemption Price to the Holder in cash on the applicable
Holder Optional Redemption Date. Notwithstanding anything herein to the contrary, in connection with any redemption hereunder at
a time the Holder is entitled to receive a cash payment under any of the other Transaction Documents, at the option of the Holder
delivered in writing to the Company, the applicable Redemption Price hereunder shall be increased by the amount of such cash payment
owed to the Holder under such other Transaction Document and, upon payment in full or conversion in accordance herewith, shall
satisfy the Company’s payment obligation under such other Transaction Document, which for the avoidance of doubt shall
not extinguish the obligation under the other Transaction Document until such amount is paid in full. In the event of a redemption
of less than all of the Conversion Amount of this Note, the Company shall, upon receipt of the original Note being partially redeemed,
promptly cause to be issued and delivered to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding
Principal which has not been redeemed. In the event that the Company does not pay the applicable Redemption Price to the Holder
within the time period required, at any time thereafter and until the Company pays such unpaid Redemption Price in full, the Holder
shall have the option, in lieu of redemption, to require the Company to promptly return to the Holder all or any portion of this
Note representing the Conversion Amount that was submitted for redemption and for which the applicable Redemption Price (together
with any Late Charges thereon) has not been paid. Upon the Company’s receipt of such notice, the applicable Redemption Notice
shall be null and void with respect to such Conversion Amount; provided, that the Holder’s delivery of such notice voiding
a Redemption Notice and any exercise of its rights following such notice shall not affect the Company’s obligations to make
any payments of Late Charges which have accrued prior to the date of such notice with respect to the Conversion Amount subject
to such notice.


 




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(b)          Redemption
by Other Holders. Upon the Company’s receipt of notice from any of the holders of the Other Notes for redemption or repayment
as a result of an event or occurrence substantially similar to the events or occurrences described in Section 4(b) or Section 5(c)
(each, an “Other Redemption Notice”), the Company shall immediately, but no later than one (1) Business Day
of its receipt thereof, forward to the Holder by facsimile or electronic mail a copy of such notice. If the Company receives a
Redemption Notice and one or more Other Redemption Notices, during the seven (7) Business Day period beginning on and including
the date which is two (2) Business Days prior to the Company’s receipt of the Holder’s applicable Redemption Notice
and ending on and including the date which is two (2) Business Days after the Company’s receipt of the Holder’s applicable
Redemption Notice and the Company is unable to redeem all principal, interest and other amounts designated in such Redemption Notice
and such Other Redemption Notices received during such seven (7) Business Day period, then the Company shall redeem a pro rata
amount from each holder of the Notes (including the Holder) based on the principal amount of the Notes submitted for redemption
pursuant to such Redemption Notice and such Other Redemption Notices received by the Company during such seven (7) Business Day
period.


 


13.        VOTING
RIGHTS. The Holder shall have no voting rights as the holder of this Note, except as required by non-waivable provisions of
the Marshall Islands Business Corporations Act and as expressly provided in this Note. The Holder shall not be deemed a shareholder
of the Company by virtue of holding this Note.


 


14.        COVENANTS.
Until all of the Notes have been converted, redeemed or otherwise satisfied in accordance with their terms:


 


(a)          Restricted
Payments. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, redeem,
defease, repurchase, repay or make any payments in respect of, by the payment of cash or cash equivalents (in whole or in part,
whether by way of open market purchases, tender offers, private transactions or otherwise), all or any portion of any Indebtedness
(other than the Notes) whether by way of payment in respect of principal of (or premium, if any) or interest on, such Indebtedness
if at the time such payment is due or is otherwise made or, after giving effect to such payment, (i) an event constituting an Event
of Default has occurred and is continuing or (ii) an event that with the passage of time and without being cured would constitute
an Event of Default has occurred and is continuing.


 




    	 	22	 



     


    

 


(b)          Restriction
on Redemption and Cash Dividends. The Company shall not, and the Company shall cause each of its Subsidiaries (other than dividends
by wholly owned Subsidiaries to the Company or other wholly owned Subsidiaries of the Company) to not, directly or indirectly,
redeem, repurchase or declare or pay any cash dividend or distribution on any of its share capital.


 


(c)          Restriction
on Transfer of Assets. The Company shall not, and the Company, directly or indirectly, sell, lease, license, assign, transfer,
spin-off, split-off, close, convey or otherwise dispose of any assets or rights of the Company or any Subsidiary owned or hereafter
acquired whether in a single transaction or a series of related transactions, other than (i) sales, leases, licenses, assignments,
transfers, conveyances and other dispositions of such assets or rights by the Company and its Subsidiaries in the ordinary course
of business consistent with its past practice and (ii) sales of vessels. For the avoidance of doubt, this Section 14(c) shall not
prohibit the Company from selling a Subsidiary that owned a vessel or winding down a Subsidiary that owned a vessel subsequent
to the sale of such vessel.


 


(d)          Acceleration
of Indebtedness. The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly,
permit any Indebtedness of the Company or any of its Subsidiaries to accelerate prior to the Maturity Date.


 


(e)          Change
in Nature of Business. The Company shall not, directly or indirectly, engage in any material line of business substantially
different from those lines of business conducted by or publicly contemplated to be conducted by the Company on the Subscription
Date or any business substantially related or incidental thereto. The Company shall not, directly or indirectly, modify its corporate
structure or purpose.


 


(f)          Preservation
of Existence, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its
existence, rights and privileges, and become or remain, and cause each of its Subsidiaries to become or remain, duly qualified
and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction
of its business makes such qualification necessary, except in the case that any such failure to so maintain, preserve or comply
has not had, and is not reasonably likely to have, a Material Adverse Effect.


 


(g)          Maintenance
of Properties, Etc. The Company shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all
of its properties which are necessary or useful in the proper conduct of its business in good working order and condition, ordinary
wear and tear excepted, and comply, and cause each of its Subsidiaries to comply, at all times with the provisions of all leases
to which it is a party as lessee or under which it occupies property, so as to prevent any loss or forfeiture thereof or thereunder.


 


(h)          Maintenance
of Intellectual Property. The Company will, and will cause each of its Subsidiaries to, take all action necessary or advisable
to maintain all of the Intellectual Property Rights (as defined in the Securities Purchase Agreement) of the Company and/or any
of its Subsidiaries that are necessary or material to the conduct of its business in full force and effect, except in the case
that any such failure to so maintain, preserve or comply has not had, and is not reasonably likely to have, a Material Adverse
Effect.


 




    	 	23	 



     


    

 


(i)          Maintenance
of Insurance. The Company shall maintain, and cause each of its Subsidiaries to maintain, insurance with responsible and reputable
insurance companies or associations (including, without limitation, comprehensive general liability, hazard, rent and business
interruption insurance) with respect to its properties (including all real properties leased or owned by it) and business, in such
amounts and covering such risks as is required by any governmental authority having jurisdiction with respect thereto or as is
carried generally in accordance with sound business practice by companies in similar businesses similarly situated.


 


(j)          Transactions
with Affiliates. The Company shall not, nor shall it permit any of its Subsidiaries to, enter into, renew, or extend any transaction
or series of related transactions (including, without limitation, the purchase, sale, lease, transfer or exchange of property or
assets of any kind or the rendering of services of any kind) with any affiliate, except transactions (i) approved by a majority
of the Company’s independent directors, (ii) between the Company and one or more of its wholly owned Subsidiaries, or (iii)
in the ordinary course of business in a manner and to an extent consistent with past practice and necessary or desirable for the
prudent operation of its business, for fair consideration and on terms no less favorable to it or its Subsidiaries than would be
obtainable in a comparable arm’s length transaction with a Person that is not an affiliate thereof. Nothing in this Section
14(j) shall prohibit any transactions between the Company or any Subsidiary of the Company and an affiliate of the Company that
exists prior to the date of this Note, and such transactions may continue and be renewed.


 


(k)          Restricted
Issuances. The Company shall not, directly or indirectly, without the prior written consent of the holders of a majority in
aggregate principal amount of the Notes then outstanding, (i) issue any Notes (other than as contemplated by the Securities Purchase
Agreement and the Notes) or (ii) issue any other securities that would cause a breach or default under the Notes.


 


15.        DISTRIBUTION
OF ASSETS. In addition to any adjustments pursuant to Section 7, if the Company shall declare or make any dividend or other
distributions of its assets (or rights to acquire its assets) to any or all holders of Common Shares, by way of return of capital
or otherwise (including without limitation, any distribution of cash, shares or other securities, property or options by way of
a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (the “Distributions”),
then the Holder will be entitled to such Distributions as if the Holder had held the number of Common Shares acquirable upon complete
conversion of this Note (without taking into account any limitations or restrictions on the convertibility of this Note and assuming
for such purpose that the Note was converted at the Alternate Conversion Price as of the applicable record date) immediately prior
to the date on which a record is taken for such Distribution or, if no such record is taken, the date as of which the record holders
of Common Shares are to be determined for such Distributions (provided, however, that to the extent that the Holder’s right
to participate in any such Distribution would result in the Holder and the other Attribution Parties exceeding the Maximum Percentage,
then the Holder shall not be entitled to participate in such Distribution to the extent of the Maximum Percentage (and shall not
be entitled to beneficial ownership of such Common Shares as a result of such Distribution (and beneficial ownership) to the extent
of any such excess) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time
or times, if ever, as its right thereto would not result in the Holder and the other Attribution Parties exceeding the Maximum
Percentage, at which time or times the Holder shall be granted such Distribution (and any Distributions declared or made on such
initial Distribution or on any subsequent Distribution held similarly in abeyance) to the same extent as if there had been no such
limitation).


 




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16.        AMENDING
THE TERMS OF THIS NOTE. Except for Section 3(d), which may not be amended, modified or waived by the parties hereto, the prior
written consent of the Holder shall be required for any change, waiver or amendment to this Note.


 


17.        TRANSFER.
This Note and any Common Shares issued upon conversion of this Note may be offered, sold, assigned or transferred by the Holder
without the consent of the Company, subject only to the provisions of Section 2(i) and 2(p) of the Securities Purchase Agreement,
as applicable, and subject to applicable securities laws.


 


18.        REISSUANCE
OF THIS NOTE.


 


(a)          Transfer.
If all, or any portion of, this Note is to be transferred, the Holder shall surrender this Note to the Company, whereupon the Company
will forthwith issue and deliver upon the order of the Holder a new Note (in accordance with Section 18(d)), registered as the
Holder may request, representing the outstanding Principal being transferred by the Holder and, if less than the entire outstanding
Principal is being transferred, a new Note (in accordance with Section 18(d)) to the Holder representing the outstanding Principal
not being transferred. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions
of Section 3(c)(iii) following conversion or redemption of any portion of this Note, the outstanding Principal represented by this
Note may be less than the Principal stated on the face of this Note. The Holder shall pay any transfer fees or taxes relating to
any private transfer of this Note or private sale of Common Shares issuable upon conversion of this Note, whether the transfer
is in whole or in part. The Company shall pay any transfer fees or taxes relating to any public sale of Common Stock issuable upon
conversion of this Note, whether the transfer is in whole or in part.


 


(b)          Lost,
Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft,
destruction or mutilation of this Note (as to which a written certification and the indemnification contemplated below shall suffice
as such evidence), 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 Note, the Company shall
execute and deliver to the Holder a new Note (in accordance with Section 18(d)) representing the outstanding Principal.


 


(c)          Note
Exchangeable for Different Denominations. This Note is exchangeable, upon the surrender hereof by the Holder at the principal
office of the Company, for a new Note or Notes (in accordance with Section 18(d) and in principal amounts of at least $1,000) representing
in the aggregate the outstanding Principal of this Note, and each such new Note will represent such portion of such outstanding
Principal as is designated by the Holder at the time of such surrender.


 




    	 	25	 



     


    

 


(d)          Issuance
of New Notes. Whenever the Company is required to issue a new Note pursuant to the terms of this Note, such new Note (i) shall
be of like tenor with this Note, (ii) shall represent, as indicated on the face of such new Note, the Principal remaining outstanding
(or in the case of a new Note being issued pursuant to Section 18(a) or Section 18(c), the Principal designated by the Holder which,
when added to the principal represented by the other new Notes issued in connection with such issuance, does not exceed the Principal
remaining outstanding under this Note immediately prior to such issuance of new Notes), (iii) shall have an issuance date, as indicated
on the face of such new Note, which is the same as the Issuance Date of this Note, (iv) shall have the same rights and conditions
as this Note, and (v) shall represent accrued and unpaid Interest and Late Charges on the Principal and Interest of this Note,
from the Issuance Date.


 


19.        REMEDIES,
CHARACTERIZATIONS, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. Except as otherwise provided herein, the remedies provided
in this Note shall be cumulative and in addition to all other remedies available under this Note and any of the other Transaction
Documents at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall
limit the Holder’s right to pursue actual and consequential damages for any failure by the Company to comply with the terms
of this Note. No failure on the part of the Holder to exercise, and no delay in exercising, any right, power or remedy hereunder
shall operate as a waiver thereof; nor shall any single or partial exercise by the Holder of any right, power or remedy preclude
any other or further exercise thereof or the exercise of any other right, power or remedy. Except as otherwise provided herein,
the exercise of any right or remedy of the Holder at law or equity or under this Note or any of the documents shall not be deemed
to be an election of Holder’s rights or remedies under such documents or at law or equity. The Company covenants to the Holder
that there shall be no characterization concerning this instrument other than as expressly provided herein. Amounts set forth or
provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be
received by the Holder and shall not, except as expressly provided herein, be subject to any other obligation of the Company (or
the performance thereof). The Company acknowledges that a breach by it of its obligations hereunder will 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 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 Note (including, without limitation, compliance with Section 7).


 




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20.        PAYMENT
OF COLLECTION, ENFORCEMENT AND OTHER COSTS. If (a) this Note 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
Note or to enforce the provisions of this Note or (b) there occurs any bankruptcy, reorganization, receivership of the Company
or other proceedings affecting Company creditors’ rights and involving a claim under this Note, then the Company shall pay
the costs incurred by the Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization,
receivership or other proceeding, including, without limitation, attorneys’ fees and disbursements.


 


21.        CONSTRUCTION;
HEADINGS. This Note shall be deemed to be jointly drafted by the Company and the initial Holder and shall not be construed
against any such Person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part
of, or affect the interpretation of, this Note. Unless the context clearly indicates otherwise, each pronoun herein shall be deemed
to include the masculine, feminine, neuter, singular and plural forms thereof. The terms “including,” “includes,”
“include” and words of like import shall be construed broadly as if followed by the words “without limitation.”
The terms “herein,” “hereunder,” “hereof” and words of like import refer to this entire Note
instead of just the provision in which they are found. Unless expressly indicated otherwise, all section references are to sections
of this Note. Terms used in this Note and not otherwise defined herein, but defined in the other Transaction Documents, shall have
the meanings ascribed to such terms on the Closing Date in such other Transaction Documents unless otherwise consented to in writing
by the Holder.


 


22.        FAILURE
OR INDULGENCE NOT WAIVER. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder
shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other
or further exercise thereof or of any other right, power or privilege. No waiver shall be effective unless it is in writing and
signed by an authorized representative of the waiving party. Notwithstanding the foregoing, nothing contained in this Section 22
shall permit any waiver of any provision of Section 3(d).


 


23.        DISPUTE
RESOLUTION.


 


(a)          Submission
to Dispute Resolution.


 


(i)          In
the case of a dispute relating to a Closing Bid Price, a Closing Sale Price, a Conversion Price, a Bid Price, an Alternate Conversion
Price, a VWAP or a fair market value or the arithmetic calculation of a Conversion Rate, or the applicable Redemption Price (as
the case may be) (including, without limitation, a dispute relating to the determination of any of the foregoing), the Company
or the Holder (as the case may be) shall submit the dispute to the other party via facsimile or electronic mail (A) if by the Company,
within two (2) Business Days after the Company initially became aware of the circumstances giving rise to such dispute or (B) if
by the Holder within two (2) Business Days after the Holder learned of the circumstances giving rise to such dispute. If the Holder
and the Company are unable to promptly resolve such dispute relating to such Closing Bid Price, such Closing Sale Price, such Conversion
Price, such Bid Price, such Alternate Conversion Price, such VWAP or such fair market value, or the arithmetic calculation of such
Conversion Rate or such applicable Redemption Price (as the case may be), at any time after the second (2nd) Business
Day following such initial notice by the Company or the Holder (as the case may be) of such dispute to the Company or the Holder
(as the case may be), then the Holder may, at its sole option, select an independent, reputable investment bank, reasonably acceptable
to the Company, to resolve such dispute.


 




    	 	27	 



     


    

 


(ii)         The
Holder and the Company shall each deliver to such investment bank (A) a copy of the initial dispute submission so delivered in
accordance with the first sentence of this Section 23 and (B) written documentation supporting its position with respect to such
dispute, in each case, no later than 5:00 p.m. (New York time) by the tenth (10th) Business Day immediately following
the date on which the Holder emailed the Company to indicate Holder selected such investment bank (the “Dispute Submission
Deadline”) (the documents referred to in the immediately preceding clauses (A) and (B) are collectively referred to herein
as the “Required Dispute Documentation”) (it being understood and agreed that if either the Holder or the Company
fails to so deliver all of the Required Dispute Documentation by the Dispute Submission Deadline, then the party who fails to so
submit all of the Required Dispute Documentation shall no longer be entitled to (and hereby waives its right to) deliver or submit
any written documentation or other support to such investment bank with respect to such dispute and such investment bank shall
resolve such dispute based solely on the Required Dispute Documentation that was delivered to such investment bank prior to the
Dispute Submission Deadline). Unless otherwise agreed to in writing by both the Company and the Holder or otherwise requested by
such investment bank, neither the Company nor the Holder shall be entitled to deliver or submit any written documentation or other
support to such investment bank in connection with such dispute (other than the Required Dispute Documentation).


 


(iii)        The
Company and the Holder shall cause such investment bank to determine the resolution of such dispute and notify the Company and
the Holder of such resolution no later than ten (10) Business Days immediately following the Dispute Submission Deadline. The fees
and expenses of such investment bank shall be borne solely by the Company (unless the investment bank determines there was no reasonably
basis for such dispute, in which case the fees and expenses of such investment bank shall be borne by the Holder), and such investment
bank’s resolution of such dispute shall be final and binding upon all parties absent manifest error.


 


(b)          Miscellaneous.
The Company expressly acknowledges and agrees that (i) this Section 23 constitutes an agreement to arbitrate between the Company
and the Holder (and constitutes an arbitration agreement) under § 7501, et seq. of the New York Civil Practice Law and Rules
(“CPLR”) and that the Holder is authorized to apply for an order to compel arbitration pursuant to CPLR §
7503(a) in order to compel compliance with this Section 23, (ii) the terms of this Note and each other applicable Transaction Document
shall serve as the basis for the selected investment bank’s resolution of the applicable dispute, such investment bank shall
be entitled (and is hereby expressly authorized) to make all findings, determinations and the like that such investment bank determines
are required to be made by such investment bank in connection with its resolution of such dispute and in resolving such dispute
such investment bank shall apply such findings, determinations and the like to the terms of this Note and any other applicable
Transaction Documents, (iii) the Holder (and only the Holder), in its sole discretion, shall have the right to submit any dispute
described in this Section 23 to any state or federal court sitting in The City of New York, Borough of Manhattan in lieu of utilizing
the procedures set forth in this Section 23 and (iv) nothing in this Section 23 shall limit the Holder from obtaining any injunctive
relief or other equitable remedies (including, without limitation, with respect to any matters described in this Section 23).


 




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24.        NOTICES;
CURRENCY; PAYMENTS.


 


(a)          Notices.
Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance
with Section 9(f) of the Securities Purchase Agreement. The Company shall provide the Holder with prompt written notice of all
actions taken pursuant to this Note, including in reasonable detail a description of such action and the reason therefore. Without
limiting the generality of the foregoing, the Company will give written notice to the Holder (i) immediately upon any adjustment
of the Conversion Price, setting forth in reasonable detail, and certifying, the calculation of such adjustment and (ii) at least
fifteen (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 grant, issuances, or sales of any Options, Convertible Securities
or rights to purchase shares, warrants, securities or other property to holders of Common Shares 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.


 


(b)          Currency.
All dollar amounts referred to in this Note are in United States Dollars (“U.S. Dollars”), and all amounts owing
under this Note shall be paid in U.S. Dollars. All amounts denominated in other currencies (if any) shall be converted into the
U.S. Dollar equivalent amount in accordance with the Exchange Rate on the date of calculation. “Exchange Rate”
means, in relation to any amount of currency to be converted into U.S. Dollars pursuant to this Note, the U.S. Dollar exchange
rate as published in the Wall Street Journal on the relevant date of calculation (it being understood and agreed that where an
amount is calculated with reference to, or over, a period of time, the date of calculation shall be the final date of such period
of time), and if the Wall Street Journal is no longer published or does not publish the U.S. Dollar exchange rate on the relevant
date of calculation, then the exchange rate shall be as published in a publication mutually agreed by the Holder and the Company.


 


(c)          Payments.
Whenever any payment of cash is to be made by the Company to any Person pursuant to this Note, unless otherwise expressly set forth
herein, such payment shall be made in lawful money of the United States of America by a certified check drawn on the account of
the Company and dispatched via reputable courier service to such Person at such address as previously provided to the Company in
writing (which address, in the case of each of the Buyers, shall initially be as set forth on the Schedule of Buyers attached to
the Securities Purchase Agreement), and such payment shall be regarded as made upon the earlier of (x) receipt by the Holder of
such payment or (y) receipt by the Holder of a traceable Federal Reserve Reference Number (or its equivalent by the network of
the Society for Worldwide Interbank Financial Telecommunication) evidencing the wire transfer of such payment to an account of
the Holder (or its designee) as designated in writing by the Holder to the Company on or prior to the date thereof; provided that
the Holder may elect to receive a payment of cash via wire transfer of immediately available funds by providing the Company with
prior written notice setting out such request and the Holder’s wire transfer instructions. Whenever any amount expressed
to be due by the terms of this Note is due on any day which is not a Business Day, the same shall instead be due on the next succeeding
day which is a Business Day. Any amount of Principal or other amounts due under the Transaction Documents which is not paid when
due (except to the extent such amount is simultaneously accruing Interest at the Default Rate hereunder) shall result in a late
charge being incurred and payable by the Company in an amount equal to interest on such amount at the rate of fifteen percent (15%)
per annum from the date such amount was due until the same is paid in full (“Late Charge”), which higher interest
rate shall, for the avoidance of doubt, apply instead of—and not in addition to—the Interest Rate.


 




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25.        CANCELLATION.
After all Principal, accrued Interest, Late Charges and other amounts at any time owed on this Note have been paid in full, this
Note shall automatically and without any further action be deemed canceled, shall be surrendered to the Company for cancellation
and shall not be reissued, and all rights under this Note shall immediately, without any further action, and irrevocably terminate.


 


26.        WAIVER
OF NOTICE. To the extent permitted by law, the Company hereby irrevocably waives demand, notice, presentment, protest and all
other demands in connection with the delivery, acceptance, performance, default or enforcement of this Note and the Securities
Purchase Agreement.


 


27.        GOVERNING
LAW. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,
interpretation and performance of this Note 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. Except as otherwise required by Section
23 above, 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 to limit
in any way any right to serve process in any manner permitted by law. Nothing contained herein (i) 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 or (ii) shall limit, or shall be deemed or construed to limit, any provision
of Section 23. The Company (on behalf of itself and each of its Subsidiaries) hereby appoints the agent for service of process
listed in Schedule 9(a) to the Securities Purchase Agreement, as its agent for service of process in New York. EACH PARTY 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 NOTE OR ANY TRANSACTION CONTEMPLATED HEREBY. The choice of the laws of the State
of New York as the governing law of this Note is a valid choice of law and would be recognized and given effect to in any action
brought before a court of competent jurisdiction in the Marshall Islands and the laws of the Greece except for those laws (i) which
such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be
inconsistent with public policy, as such term is interpreted under the laws of the Marshall Islands and the laws of the Greece.
The Company, any of its Subsidiaries or any of their respective properties, assets or revenues does not have any right of immunity
under Marshall Islands, the laws of the Greece or New York law, from any legal action, suit or proceeding, from the giving of any
relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction of any Marshall Islands,
the Greece, New York or United States federal court, from service of process, attachment upon or prior to judgment, or attachment
in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding for the giving of any relief
or for the enforcement of a judgment, in any such court, with respect to its obligations, liabilities or any other matter under
or arising out of or in connection with this Note; and, to the extent that the Company, or any of its properties, assets or revenues
may have or may hereafter become entitled to any such 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 Note and the other Transaction Documents.


 




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28.        JUDGMENT
CURRENCY.


 


(a)          If
for the purpose of obtaining or enforcing judgment against the Company in any court in any jurisdiction it becomes necessary to
convert into any other currency (such other currency being hereinafter in this Section 28 referred to as the “Judgment
Currency”) an amount due in U.S. dollars under this Note, the conversion shall be made at the Exchange Rate prevailing
on the Trading Day immediately preceding:


 


(i)          the
date actual payment of the amount due, in the case of any proceeding in the courts of New York or in the courts of any other jurisdiction
that will give effect to such conversion being made on such date: or


 


(ii)         the
date on which the foreign court determines, in the case of any proceeding in the courts of any other jurisdiction (the date as
of which such conversion is made pursuant to this Section 28(a)(ii) being hereinafter referred to as the “Judgment Conversion
Date”).


 


(b)          If
in the case of any proceeding in the court of any jurisdiction referred to in Section 28(a)(ii) above, there is a change in the
Exchange Rate prevailing between the Judgment Conversion Date and the date of actual payment of the amount due, the applicable
party shall pay such adjusted amount as may be necessary to ensure that the amount paid in the Judgment Currency, when converted
at the Exchange Rate prevailing on the date of payment, will produce the amount of US dollars which could have been purchased
with the amount of Judgment Currency stipulated in the judgment or judicial order at the Exchange Rate prevailing on the Judgment
Conversion Date.


 




    	 	31	 



     


    

 


(c)          Any
amount due from the Company under this provision shall be due as a separate debt and shall not be affected by judgment being obtained
for any other amounts due under or in respect of this Note.


 


29.        SEVERABILITY.
If any provision of this Note 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 Note so long as this Note 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).


 


30.        MAXIMUM
PAYMENTS. Without limiting Section 9(d) of the Securities Purchase Agreement, nothing contained herein shall be deemed to establish
or require the payment of a rate of interest or other charges in excess of the maximum permitted by applicable law. In the event
that the rate of interest required to be paid or other charges hereunder exceed the maximum permitted by such law, any payments
in excess of such maximum shall be credited against amounts owed by the Company to the Holder and thus refunded to the Company.


 


31.        CERTAIN
DEFINITIONS. For purposes of this Note, the following terms shall have the following meanings:


 


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


 


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


 


(c)          “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.


 


(d)          “Alternate
Conversion Price” means, with respect to any Alternate Conversion that price which shall be the lowest of (i) the applicable
Conversion Price as in effect on the applicable Conversion Date of the applicable Alternate Conversion, and (ii) the greater of
(x) the Floor Price and (y) 87.5% of the arithmetic average of the “high” and “low” Bid Price of any Uninterrupted
Trading Day during the ten (10) consecutive Trading Day period (such period, the “Alternate Conversion Measuring Period”)
ending and including the Uninterrupted Trading Day immediately preceding the delivery or deemed delivery of the applicable Conversion
Notice as elected by the Holder in the applicable Conversion Notice (such elected Uninterrupted Trading Day, the “Alternate
Conversion Measurement Day”). All such determinations to be appropriately adjusted for any share dividend, share split,
share combination, reclassification or similar transaction that proportionately decreases or increases the Common Shares during
such Alternate Conversion Measuring Period.


 




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(e)          “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.


 


(f)          “Bid
Price” means, for any security as of the particular time of determination, the bid price for such security on the Principal
Market as reported by Bloomberg as of such time of determination, or, if the Principal Market is not the principal securities exchange
or trading market for such security, the bid price of such security on the principal securities exchange or trading market where
such security is listed or traded as reported by Bloomberg as of such time of determination, or if the foregoing does not apply,
the bid price of such security in the over-the-counter market on the electronic bulletin board for such security as reported by
Bloomberg as of such time of determination, or, if no bid price is reported for such security by Bloomberg as of such time of determination,
the average of the bid prices of any market makers for such security as reported in the “pink sheets” by OTC Markets
Group Inc. (formerly Pink Sheets LLC) as of such time of determination. If the Bid Price cannot be calculated for a security as
of the particular time of determination on any of the foregoing bases, the Bid Price of such security as of such time of determination
shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to
agree upon the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 23.
All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar
transaction during such period.


 


(g)          “Bloomberg”
means Bloomberg, L.P.


 


(h)          “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.


 




    	 	33	 



     


    

 


(i)          “Change
of Control” means any Fundamental Transaction other than (i) any merger of the Company or any of its, direct or indirect,
wholly-owned Subsidiaries with or into any of the foregoing Persons, (ii) any reorganization, recapitalization or reclassification
of the Common Shares in which holders of the Company’s voting power immediately prior to such reorganization, recapitalization
or reclassification continue after such reorganization, recapitalization or reclassification to hold publicly traded securities
and, directly or indirectly, are, in all material respects, the holders of a majority of the voting power of the surviving entity
(or entities with the authority or voting power to elect a majority of the members of the board of directors (or their equivalent
if other than a corporation) of such entity or entities) after such reorganization, recapitalization or reclassification, or (iii)
pursuant to a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company or
any of its Subsidiaries; (iv) any consolidation or merger in which holders of the Company’s voting power immediately prior
to such consolidation or merger continue after such consolidation or merger to hold publicly traded securities and, directly or
indirectly, are, in all material respects, the holders of a majority of the voting power of the surviving entity (or entities with
the authority or voting power to elect a majority of the members of the board of directors (or their equivalent if other than
a corporation) of such entity or entities) after such consolidation or merger; (v) the acquisition by Mr. Georgios Feidakis or
any of his Affiliates of a majority of the Common Shares of the Company or any of its Subsidiaries (excluding any going-private
transaction or its equivalent).


 


(j)          “Change
of Control Redemption Premium” means 120%.


 


(k)          “Closing
Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price
and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal
Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price (as
the case may be) then the last bid price or last trade price, respectively, of such security prior to 4:00:00 p.m., New York time,
as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security,
the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading
market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid
price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such
security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security
by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported
in the “pink sheets” by OTC Markets Group Inc. (formerly Pink Sheets LLC). If the Closing Bid Price or the Closing
Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the
Closing Sale Price (as the case may be) of such security on such date shall be the fair market value as mutually determined by
the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then
such dispute shall be resolved in accordance with the procedures in Section 23. All such determinations shall be appropriately
adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions during such
period.


 


(l)          “Closing
Date” shall have the meaning set forth in the Securities Purchase Agreement, which date is the date the Company initially
issued Notes pursuant to the terms of the Securities Purchase Agreement.


 




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


 


(n)          “Convertible
Securities” means any shares or other security (other than Options) 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.


 


(o)          
“Eligible Market” means The New York Stock Exchange, the NYSE American, the Nasdaq Global Select Market, the
Nasdaq Global Market or the Principal Market.


 


(p)          “Equity
Conditions” means, with respect to the Interest Notice Date and the Maturity Date, as applicable: (i) either (x) one
or more Registration Statements filed pursuant to the Registration Rights Agreement shall be effective and the prospectus contained
therein shall be available on such applicable date of determination (with, for the avoidance of doubt, any Common Shares previously
sold pursuant to such prospectus deemed unavailable) for the resale of all Common Shares to be issued in connection with the event
requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this determination
at the Alternate Conversion Price then in effect (without regard to any limitations on conversion set forth herein)) (each, a “Required
Minimum Securities Amount”), in each case, in accordance with the terms of the Registration Rights Agreement and no Grace
Period (as defined in the Registration Rights Agreement) shall then exist or (y) all Registrable Securities shall then be Freely
Tradeable by the Holder, (ii) on each day during the period beginning thirty calendar days prior to the applicable date of determination
and ending on and including the applicable date of determination (the “Equity Conditions Measuring Period”),
the Common Shares (including all Registrable Securities) is listed or designated for quotation (as applicable) on an Eligible Market
and shall not have been suspended from trading on an Eligible Market (other than suspensions of not more than two (2) days and
occurring prior to the applicable date of determination due to business announcements by the Company) nor shall delisting or suspension
by an Eligible Market have been threatened with a reasonable prospect of delisting occurring during the twenty (20) Trading Day
Period immediately following the Maturity Date; (iii) during the Equity Conditions Measuring Period, the Company shall have delivered
all Common Shares issuable upon conversion of this Note on a timely basis as set forth in Section 3 hereof and all other shares
of share capital required to be delivered by the Company on a timely basis as set forth in the other Transaction Documents; (iv)
any Common Shares to be issued in connection with the event requiring determination (or issuable upon conversion of the Conversion
Amount being redeemed in the event requiring this determination) may be issued in full without violating Section 3(d) hereof; (v)
any Common Shares to be issued in connection with the event requiring determination (or issuable upon conversion of the Conversion
Amount being redeemed in the event requiring this determination (without regards to any limitations on conversion set forth herein))
may be issued in full without violating the rules or regulations of the Eligible Market on which the Common Shares are then listed
or designated for quotation (as applicable); (vi) on each day during the Equity Conditions Measuring Period, no public announcement
of a pending, proposed or intended Fundamental Transaction shall have occurred which has not been abandoned, terminated or consummated;
(vii) the Company shall have no knowledge of any fact that would reasonably be expected to cause (1) any Registration Statement
required to be filed pursuant to the Registration Rights Agreement to not be effective or the prospectus contained therein to not
be available for the resale of the applicable Required Minimum Securities Amount of Registrable Securities in accordance with the
terms of the Registration Rights Agreement or (2) any Registrable Securities to not be Freely Tradable by the Holder; (viii) the
Holder shall not be in (and no other holder of Notes shall be in) possession of any material, non-public information provided to
any of them by the Company, any of its Subsidiaries or any of their respective affiliates, employees, officers, representatives,
agents or the like; (ix) on each day during the Equity Conditions Measuring Period, the Company otherwise shall have been in compliance
with each, and shall not have breached any representation or warranty in any material respect (other than representations or warranties
subject to material adverse effect or materiality, which may not be breached in any respect) or any covenant or other term or condition
of any Transaction Document, including, without limitation, the Company shall not have failed to timely make any payment pursuant
to any Transaction Document; (x) there shall not have occurred any Volume Failure or Price Failure as of such applicable date of
determination; (xi) on the applicable date of determination (A) no Authorized Share Failure shall exist or be continuing and the
applicable Required Minimum Securities Amount of Common Shares are available under the articles of incorporation of the Company
and reserved by the Company to be issued pursuant to the Notes and (B) all Common Shares to be issued in connection with the event
requiring this determination (or issuable upon conversion of the Conversion Amount being redeemed in the event requiring this determination
(without regards to any limitations on conversion set forth herein)) may be issued in full without resulting in an Authorized Share
Failure; (xii) on each day during the Equity Conditions Measuring Period, there shall not have occurred and there shall not exist
an Event of Default or an event that with the passage of time or giving of notice would constitute an Event of Default; (xiii)
no bona fide dispute shall exist, by and between any of holder of Notes, the Company, the Principal Market (or such applicable
Eligible Market in which the Common Shares of the Company is then principally trading) and/or FINRA with respect to any term or
provision of any Note or any other Transaction Document and (xiv) the Common Shares issuable pursuant the event requiring the satisfaction
of the Equity Conditions are duly authorized and listed and eligible for trading without restriction on an Eligible Market.


 




    	 	35	 



     


    

 


(q)          “Equity
Conditions Failure” means that on any day during the period commencing ten (10) Trading Days prior to the applicable
date of determination, the Equity Conditions have not been satisfied (or waived in writing by the Holder).


 


(r)          
“Floor Price” means $2.25 (or such lower price as mutually agreed upon in writing by the Holder and the Company);
provided, that the Floor Price shall in no event be less than $1.00.


 


(s)          “Freely
Tradable” means, with respect to any given aggregate number of Common Shares issuable upon conversion or otherwise pursuant
to the terms of this Note at any given time of determination, such Common Shares as of such time of determination that are eligible
to be resold by the Holder either (i) pursuant to an effective registration statement or (ii) in reliance upon the exemption from
registration provided by either (x) assuming the execution and delivery by the Holder to the Company of a standard representation
letter (and, if the Holder is then an Affiliate of the Company, with both the amount and manner of the applicable resale is in
compliance with Rule 144), Rule 144 of the 1933 Act or, (y) assuming the Holder’s compliance with Section 5(e) of the Securities
Purchase Agreement (including the delivery of a legal opinion) , Regulation S of the 1933 Act, in either case, with the acquirer
of such Common Shares receiving such Common Shares, as applicable, upon consummation of such resale by the Holder to such acquirer,
without the requirement of any legend or other restrictions as required the 1933 Act on any subsequent resale by such acquirer
of such Common Shares.


 




    	 	36	 



     


    

 


(t)          “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, 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 or share 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, or (v) reorganize, recapitalize or reclassify its 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, (y) 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 Note calculated as if any Common Shares held by all such Subject Entities were not outstanding, or (z) 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.


 




    	 	37	 



     


    

 


(u)          
“GAAP” means United States generally accepted accounting principles, consistently applied.


 


(v)          “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.


 


(w)          “Indebtedness”
shall have the meaning ascribed to such term in the Securities Purchase Agreement.


 


(x)          “Interest
Rate” means ten percent (10%) per annum, as may be adjusted from time to time in accordance with Section 2.


 


(y)          “Material
Adverse Effect” means any change or effect that is, or, based on the facts and circumstances, would be reasonably likely
to be materially adverse on the business, properties, assets, liabilities, operations (including results thereof), condition (financial
or otherwise) or prospects of the Company or any Subsidiary, individually or taken as a whole, except for any changes, events,
circumstances, conditions or effects that arise out of, result from or are attributable to: (i) changes in any laws, or in the
construction of any laws, or interpretations thereof or any new laws (including tax laws and environmental laws) adopted or approved
by any governmental authority; (ii) any changes in generally accepted accounted principles, international financial reporting standards
or interpretations thereof; (iii) changes in general regulatory or political conditions, including regulatory policy or in the
political or regulatory climate generally or in any specific region, including any acts of war or terrorist activities or changes
imposed by a governmental authority associated with national security; (iv) changes in general national, regional or local economic
or financial conditions; (v) changes in conditions or developments generally applicable to a market or industry in which the Company
and the Subsidiaries operate; (vi) changes in any financial, debt, credit, capital or banking markets or conditions (including
any disruption thereof); (vii) any change in the market price or trading volume of any securities or indebtedness of the Company;
(viii) changes in interest, currency or exchange rates or the price of any commodity, security or market index; (ix) natural disasters,
calamities, “acts of god” or other “force majeure” events affecting national, regional, state or local
matters; (x) weather conditions or customer use patterns; (xi) any effects or conditions reasonably and proximately caused by,
or resulting from, the announcement or performance of any of the Transaction Documents or the transactions contemplated thereby
(including any related loss of customers, suppliers, officers or employees or other commercial relationships or any action taken
or requirements imposed by any Governmental Authority in connection with the transactions contemplated hereby); (xii) any action
or omission of the Company taken in compliance with or as required by any of the Transaction Documents or at the written request
or consent of Holder, contemplated by any of the Transaction Documents or otherwise required by applicable law; provided further
that, the arrest or sale of one or more vessels owned by the Company or any of its Subsidiaries shall not, in and of itself, give
rise to a Material Adverse Effect.


 




    	 	38	 



     


    

 


(z)          “Maturity
Date” shall mean [                ]2;
provided, however, the Maturity Date may be extended at the option of the Holder (i) in the event that, and for so long as, an
Event of Default shall have occurred and be continuing or any event shall have occurred and be continuing that with the passage
of time and the failure to cure would result in an Event of Default or (ii) through the date that is twenty (20) Business Days
after the consummation of a Fundamental Transaction in the event that a Fundamental Transaction is publicly announced or a Change
of Control Notice is delivered prior to the Maturity Date, provided further that if a Holder elects to convert some or all of
this Note pursuant to Section 3 hereof, and the Conversion Amount would be limited pursuant to Section 3(d) hereunder, the Maturity
Date shall automatically be extended until such time as such provision shall not limit the conversion of this Note.


 


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


 


(bb)        “Parent
Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock
or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity,
the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.


 


(cc)        “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.


 


(dd)       “Price Failure” means, with respect to a particular date of determination, the VWAP of the Common Shares on
any Trading Day during any Trading Day during the twenty (20) Trading Day period ending on the Trading Day immediately preceding
such date of determination fails to exceed 120% of the Floor Price then in effect (as adjusted for share splits, share dividends,
share combinations, recapitalizations or other similar transactions occurring after the Subscription Date). All such determinations
to be appropriately adjusted for any share splits, share dividends, share combinations, recapitalizations or other similar transactions
during any such measuring period.


 


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


 


(ff)         “Redemption
Notices” means, collectively, the Event of Default Redemption Notices, the Holder Optional Redemption Notices, the Company
Optional Redemption Notices and the Change of Control Redemption Notices, and each of the foregoing, individually, a “Redemption
Notice.”


 





 



2       Insert
first anniversary of the Issuance Date.


 




    	 	39	 



     


    

 


(gg)       “Redemption
Premium” means 120%.


 


(hh)       “Redemption
Prices” means, collectively, Event of Default Redemption Prices, the Change of Control Redemption Prices, the Holder
Optional Redemption Price, and the Company Optional Redemption Prices, and each of the foregoing, individually, a “Redemption
Price.”


 


(ii)         “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 Notes relating to, among other things, the registration of the resale of the Common Shares issuable
upon conversion of the Notes or otherwise pursuant to the terms of the Notes, as may be amended from time to time.


 


(jj)         
“SEC” means the United States Securities and Exchange Commission or the successor thereto.


 


(kk)        “Securities
Purchase Agreement” means that certain securities purchase agreement, dated as of the Subscription Date, by and among
the Company and the initial holders of the Notes pursuant to which the Company issued the Notes, as may be amended from time to
time.


 


(ll)         “Subsidiaries”
has the meaning as set forth in the Securities Purchase Agreement


 


(mm)      “Subject
Entity” means any Person, Persons or Group or any Affiliate or associate of any such Person, Persons or Group.


 


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


 


(oo)       “Trading
Day” means, as applicable, (x) with respect to all price or trading volume determinations relating to the Common Shares,
any day on which the Common Shares are 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 are then
traded, provided that “Trading Day” shall not include any day on which the Common Shares are scheduled to trade on
such exchange or market for less than 4.5 hours or any day that the Common Shares are 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) unless such day is otherwise designated
as a Trading Day in writing by the Holder or (y) with respect to all determinations other than price determinations relating to
the Common Shares, any day on which The New York Stock Exchange (or any successor thereto) is open for trading of securities.


 




    	 	40	 



     


    

 


(pp)       “Uninterrupted
Trading Day” means a Trading Day other than a day on which the Common Shares are scheduled to trade on such exchange
or market for less than 4.5 hours or any day that the Common Shares are 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).


 


(qq)       “Volume
Failure” means, with respect to a particular date of determination, the aggregate daily dollar trading volume (as reported
on Bloomberg) of the Common Shares on the Principal Market on any Uninterrupted Trading Days during the twenty (20) Uninterrupted
Trading Day period (which Uninterrupted Trading Days need not be consecutive) ending on the Uninterrupted Trading Day immediately
preceding such date of determination, is less than $100,000 (as adjusted for any share splits, share dividends, share combinations,
recapitalizations or other similar transactions occurring after the Subscription Date, inclusive of those occurring during said
twenty (20) Uninterrupted Trading Day period).


 


(rr)         “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 a.m., New York time, and ending at 4:00 p.m.,
New York time, as reported by Bloomberg through its “VAP” function (set to 09:30 start time and 16:00 end time) 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 a.m., New York time, and ending at 4:00 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. If the Company and the Holder are unable to agree upon
the fair market value of such security, then such dispute shall be resolved in accordance with the procedures in Section 23. All
such determinations shall be appropriately adjusted for any share dividend, share split, share combination, recapitalization or
other similar transaction during such period.


 


32.        DISCLOSURE.
Upon receipt or delivery by the Company of any notice in accordance with the terms of this Note, unless the Company has in good
faith determined that the matters relating to such notice do not constitute material, non-public information relating to the Company
or any of its Subsidiaries, the Company shall within one (1) Business Day of such receipt or prior to (or simultaneous with) such
delivery, as applicable, publicly disclose such material, non-public information on a Report of Foreign Private Issuer on Form
6-K or otherwise. In the event that the Company believes that a notice contains material, non-public information relating to the
Company or any of its Subsidiaries, the Company so shall indicate to the Holder contemporaneously with delivery of such notice,
and in the absence of any such indication, the Holder shall be allowed to presume that all matters relating to such notice do not
constitute material, non-public information relating to the Company or any of its Subsidiaries. If the Company or any of its Subsidiaries
provides material non-public information to the Holder that is not simultaneously filed in a Report of Foreign Private Issuer on
Form 6-K 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. Nothing contained in this Section 32 shall limit any obligations of the Company, or any rights
of the Holder, under Section 4(i) of the Securities Purchase Agreement.


 


33.        STOCK
CERTIFICATES. Any reference in this Note 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 reasonably acceptable to the Holder that uncertificated shares
have been issued on the books and records of the Company.


 


[signature page follows]


 




    	 	41	 



     


    

 


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


 


	 	GLOBUS MARITIME LIMITED
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


Senior Convertible Note - Signature Page







 




     


     


    

 


EXHIBIT
I


 


GLOBUS MARITIME LIMITED

CONVERSION NOTICE


 


Reference is made to
the Senior Convertible Note (the “Note”) issued to the undersigned by Globus Maritime Limited, a Marshall Islands
corporation (the “Company”). In accordance with and pursuant to the Note, the undersigned hereby elects to convert
the Conversion Amount (as defined in the Note) of the Note indicated below into Common Shares, $0.004 par value per share (the
“Common Shares”), of the Company, as of the date specified below. Capitalized terms not defined herein shall
have the meaning as set forth in the Note.


 


	Date of 

Conversion:	 


 


	Aggregate Principal to be converted:	 	 
	 	 	 
	Aggregate accrued and unpaid Interest and accrued and unpaid Late Charges with respect to such portion of the Aggregate Principal and such Aggregate Interest to be converted:	 	 
	 	 	 
	AGGREGATE CONVERSION AMOUNT

TO BE CONVERTED:	 	 




 


Please confirm the following information:


 


	Conversion Price:	 


 


	Number of Common Shares to be issued:	 







 


 ̈      If
this Conversion Notice is being delivered with respect to an Alternate Conversion, check here if Holder is electing to use the
following Alternate Conversion Price:____________ calculated from the following Alternate Conversion Measurement Day:______________


 


Notwithstanding anything to the contrary
contained herein, this Conversion Notice shall constitute a representation by the Holder of the Note submitting this Conversion
Notice that after giving effect to the conversion provided for in this Conversion Notice, such Holder (together with its affiliates)
will not have beneficial ownership (together with the beneficial ownership of such Person’s affiliates) of a number of shares
of Common Stock which exceeds the Maximum Percentage (as defined in the Note) of the total outstanding shares of Common Stock of
the Company as determined pursuant to the provisions of Section 3(d) of the Note.


 




     


     


    

 


Please issue the Common Shares into which
the Note is being converted to Holder, or for its benefit, as follows:


 


	 	 ̈	Check here if requesting delivery as a certificate (or uncertificated issuance) 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:	 


 


	Date: _____________ __, _____	 
	 	 
	Name of Registered Holder	 


 


	By:	 	 
	 	Name:	 
	 	Title:	 
	 	 
	 	Tax ID:	 	 
	 	Facsimile:	 	 
	E-mail Address:	 


 




     


     


    

 


Exhibit II


 


ACKNOWLEDGMENT


 


The Company hereby
(a) acknowledges this Conversion Notice, (b) certifies that the above indicated number of Common Shares [are][are not] eligible
to be resold by the Holder either (i) pursuant to Rule 144 (subject to the Holder’s execution and delivery to the Company
of a customary 144 representation letter), (ii) pursuant to Regulation S (subject to the Holder’s execution and delivery
to the Company of a customary Regulation S representation letter and legal opinion) or (iii) an effective and available registration
statement and (c) hereby directs Computershare, N.A. to issue the above indicated number of Common Shares in accordance with the
Transfer Agent Instructions dated _____________, 20__ from the Company and acknowledged and agreed to by ________________________.


 


	 	GLOBUS MARITIME LIMITED
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




     


     


    

 


EXHIBIT B


 


REGISTRATION RIGHTS AGREEMENT


 


This REGISTRATION
RIGHTS AGREEMENT (this “Agreement”), dated as of March ___, 2019, is by and among Globus Maritime Limited,
a Marshall Islands corporation (the “Company”), and the undersigned buyers (each, a “Buyer,”
and collectively, the “Buyers”).


 


RECITALS


 


A.           In
connection with the Securities Purchase Agreement by and among the parties hereto, dated as of March 13, 2019 (the “Securities
Purchase Agreement”), the Company has agreed, upon the terms and subject to the conditions of the Securities Purchase
Agreement, to issue and sell to each Buyer the Notes (as defined in the Securities Purchase Agreement) which will be convertible
into Conversion Shares (as defined in the Securities Purchase Agreement) in accordance with the terms of the Notes.


 


B.           To
induce the Buyers to consummate the transactions contemplated by the Securities Purchase Agreement, the Company has agreed to provide
certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar
successor statute (collectively, the “1933 Act”), and applicable state securities laws.


 


AGREEMENT


 


NOW, THEREFORE,
in consideration of the premises and the mutual covenants contained herein and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the Company and each of the Buyers hereby agree as follows:


 


1.           Definitions.


 


Capitalized terms used
herein and not otherwise defined herein shall have the respective meanings set forth in the Securities Purchase Agreement. As used
in this Agreement, the following terms shall have the following meanings:


 


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


 


(b)          “Closing
Date” shall have the meaning set forth in the Securities Purchase Agreement.


 


(c)          “Effective
Date” means the date that the applicable Registration Statement has been declared effective by the SEC.


 




    	 



     


    

 


(d)          “Effectiveness
Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a),
the earlier of the (A) 90th calendar day after the Closing Date (or, if such Registration Statement is subject to a limited or
full review by the SEC, the 120th calendar day after the Closing Date) and (B) 5th Business Day after the date the Company is notified
(orally or in writing, whichever is earlier) by the SEC that such Registration Statement will not be reviewed or will not be subject
to further review and (ii) with respect to any additional Registration Statements that may be required to be filed by the Company
pursuant to this Agreement, the earlier of the (A) 90th calendar day following the date on which the Company was required
to file such additional Registration Statement (or, if such Registration Statement is subject to a limited or full review by the
SEC, the 120th calendar day after the date on which the Company was required to file such additional Registration Statement) and
(B) 5th Business Day after the date the Company is notified (orally or in writing, whichever is earlier) by the SEC that such Registration
Statement will not be reviewed or will not be subject to further review.


 


(e)          “Filing
Deadline” means (i) with respect to the initial Registration Statement required to be filed pursuant to Section 2(a),
the 30th calendar day after the Closing Date and (ii) with respect to any additional Registration Statements that
may be required to be filed by the Company pursuant to this Agreement, the date on which the Company was required to file such
additional Registration Statement pursuant to the terms of this Agreement.


 


(f)          “Investor”
means a Buyer or any transferee or assignee of any Registrable Securities or Notes, as applicable, to whom a Buyer assigns its
rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9
and any transferee or assignee thereof to whom a transferee or assignee of any Registrable Securities or Notes, as applicable,
assigns its rights under this Agreement and who agrees to become bound by the provisions of this Agreement in accordance with Section 9.


 


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


 


(h)          “register,”
“registered,” and “registration” refer to a registration effected by preparing and filing
one or more Registration Statements in compliance with the 1933 Act and pursuant to Rule 415 and the declaration of effectiveness
of such Registration Statement(s) by the SEC.


 


(i)           “Registrable
Securities” means (i) the Conversion Shares, and (ii) any share capital of the Company issued or issuable with respect
to the Conversion Shares or the Notes, including, without limitation, (1) as a result of any share split, share dividend, recapitalization,
exchange or similar event or otherwise and (2) any share capital of the Company into which the Common Shares (as defined in the
Notes) are converted or exchanged and share capital of a Successor Entity (as defined in the Notes) into which the Common Shares
are converted or exchanged, in each case, without regard to any limitations on conversion of the Notes; provided, however,
that Registrable Shares shall not include any securities sold by a Person to the public either pursuant to a Registration Statement
or Rule 144 or Regulation S.


 


(j)           “Registration
Statement” means a registration statement or registration statements of the Company filed under the 1933 Act covering
Registrable Securities.


 


(k)          “Required
Holders” means, as of any given time, the holders of a majority of the Registrable Securities as of such time (excluding
any Registrable Securities held by the Company or any of its Subsidiaries as of such time).


 




    	 	2	 



     


    

 


(l)           “Required
Registration Amount” means 200% of the maximum number of Conversion Shares issuable upon conversion of the Notes (assuming
for purposes hereof that (x) the Notes are convertible at the initial Floor Price (as defined in the Notes), (y) interest on the
Notes shall accrue through the first anniversary of the Closing Date and will be converted in Common Shares at an interest conversion
price equal to the Interest Conversion Price (as defined in the Notes) assuming an Interest Date (as defined in the Note) as of
the date hereof and (z) any such calculation shall not take into account any limitations on the conversion of the Notes set forth
in the Notes), all subject to adjustment as provided in Section 2(d) and/or Section 2(f).


 


(m)         “Rule
144” means Rule 144 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any
other similar or successor rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company
to the public without registration.


 


(n)          “Rule
415” means Rule 415 promulgated by the SEC under the 1933 Act, as such rule may be amended from time to time, or any
other similar or successor rule or regulation of the SEC providing for offering securities on a continuous or delayed basis.


 


(o)          “SEC”
means the United States Securities and Exchange Commission or any successor thereto.


 


2.           Registration.


 


(a)          Mandatory
Registration. The Company shall prepare and, as soon as practicable, but in no event later than the Filing Deadline, file with
the SEC an initial Registration Statement on Form F-3 covering the resale of all of the Registrable Securities; provided further
that if Form F-3 is unavailable for such a registration, the Company shall use such other form as is required by Section 2(c).
Such initial Registration Statement, and each other Registration Statement required to be filed pursuant to the terms of this Agreement,
shall contain (except if otherwise directed by the Required Holders) the “Selling Shareholders” and “Plan
of Distribution” sections in substantially the form attached hereto as Exhibit A. The Company shall use its reasonable
best efforts to have such initial Registration Statement, and each other Registration Statement required to be filed pursuant to
the terms of this Agreement, declared effective by the SEC as soon as practicable, but in no event later than the applicable Effectiveness
Deadline for such Registration Statement.


 


(b)          Legal
Counsel. Subject to Section 5 hereof, Kelley Drye & Warren LLP, counsel solely to the lead investor (“Legal
Counsel”) shall review and oversee any registration, solely on behalf of the lead investor, pursuant to this Section 2.


 


(c)          Ineligibility
to Use Form F-3. In the event that Form F-3 is not available for the registration of the resale of Registrable Securities hereunder,
the Company shall (i) register the resale of the Registrable Securities on Form F-1 or another appropriate form reasonably acceptable
to the Required Holders and (ii) undertake to register the resale of the Registrable Securities on Form F-3 as soon as such
form is available, provided that the Company shall use its reasonable best efforts to maintain the effectiveness of all Registration
Statements then in effect until such time as a Registration Statement on Form F-3 covering the resale of all the Registrable Securities
has been declared effective by the SEC and the prospectus contained therein is available for use.


 




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(d)          Sufficient
Number of Shares Registered. In the event the number of shares available under any Registration Statement is insufficient to
cover all of the Registrable Securities required to be covered by such Registration Statement or an Investor’s allocated
portion of the Registrable Securities pursuant to Section 2(h), the Company shall amend such Registration Statement (if permissible),
or file with the SEC a new Registration Statement (if permissible, and on the short form available therefor, if applicable), or
both, so as to cover at least the Required Registration Amount as of the Trading Day immediately preceding the date of the filing
of such amendment or new Registration Statement, in each case, as soon as practicable, but in any event not later than thirty (30)
days after the necessity therefor arises (but taking account of any Staff position with respect to the date on which the Staff
will permit such amendment to the Registration Statement and/or such new Registration Statement (as the case may be) to be filed
with the SEC, and if the Staff position is later than such 30-day period, then such amendment or new Registration Statement shall
be filed only when the Staff deems it appropriate). The Company shall use its reasonable best efforts to cause such amendment to
such Registration Statement and/or such new Registration Statement (as the case may be) to become effective as soon as practicable
following the filing thereof with the SEC, but in no event later than the applicable Effectiveness Deadline for such Registration
Statement. For purposes of the foregoing provision, the number of shares available under a Registration Statement shall be deemed
“insufficient to cover all of the Registrable Securities” if at any time the number of Common Shares available for
resale under the applicable Registration Statement is less than the product determined by multiplying (i) the Required Registration
Amount as of such time by (ii) 0.90. The calculation set forth in the foregoing sentence shall be made without regard to any limitations
on conversion, amortization and/or redemption of the Notes (and such calculation shall assume (A) that the Notes are then convertible
in full into Common Shares at the then prevailing Conversion Rate (as defined in the Notes) and (B) the initial outstanding principal
amount of the Notes remains outstanding through the scheduled Maturity Date (as defined in the Notes) and no redemptions of the
Notes occur prior to the scheduled Maturity Date.


 




    	 	4	 



     


    

 


(e)          Effect
of Failure to File and Obtain and Maintain Effectiveness of any Registration Statement. If (i) a Registration Statement covering
the resale of all of the Registrable Securities required to be covered thereby (after giving effect to any reduction pursuant to
Section 2(f)) and required to be filed by the Company pursuant to this Agreement is (A) not filed with the SEC on or before
the Filing Deadline for such Registration Statement (a “Filing Failure”) (it being understood that if the Company
files a Registration Statement without affording each Investor and Legal Counsel the opportunity to review and comment on the same
as required by Section 3(c) hereof, the Company shall be deemed to not have satisfied this clause (i)(A) and such event
shall be deemed to be a Filing Failure) or (B) not declared effective by the SEC on or before the Effectiveness Deadline for such
Registration Statement (an “Effectiveness Failure”) (it being understood that if on the Business Day immediately
following the Effective Date for such Registration Statement the Company shall not have filed a “final” prospectus
for such Registration Statement with the SEC under Rule 424(b) in accordance with Section 3(b) (whether or not such a prospectus
is technically required by such rule), the Company shall be deemed to not have satisfied this clause (i)(B) and such event shall
be deemed to be an Effectiveness Failure), (ii) other than during an Allowable Grace Period (as defined below), on any day after
the Effective Date of a Registration Statement sales of all of the Registrable Securities required to be included on such Registration
Statement (after giving effect to any reduction pursuant to Section 2(f)) cannot be made pursuant to such Registration Statement
(including, without limitation, because of a failure to keep such Registration Statement effective, a failure to disclose such
information as is necessary for sales to be made pursuant to such Registration Statement, a suspension or delisting of (or a failure
to timely list) the Common Shares on the Principal Market (as defined in the Securities Purchase Agreement) or any other limitations
imposed by the Principal Market, or a failure to register a sufficient number of Common Shares or by reason of a stop order) or
the prospectus contained therein is not available for use for any reason (a “Maintenance Failure”), or (iii)
if a Registration Statement is not effective for any reason or the prospectus contained therein is not available for use for any
reason, and either (x) the Company fails for any reason to satisfy the requirements of Rule 144(c)(1), including, without limitation,
the failure to satisfy the current public information requirement under Rule 144(c) or (y) the Company has ever been an issuer
described in Rule 144(i)(1)(i) or becomes such an issuer in the future, and the Company shall fail to satisfy any condition set
forth in Rule 144(i)(2) (a “Current Public Information Failure”), as a result of which any of the Investors
are unable to sell Registrable Securities without restriction under Rule 144 (including, without limitation, volume restrictions)
assuming such Registrable Secuirites have been (or will be) issued in compliance with the terms of the applicable Note, then, as
partial relief for the damages to any holder by reason of any such delay in, or reduction of, its ability to sell the underlying
Common Shares (which remedy shall not be exclusive of any other remedies available at law or in equity, including, without limitation,
specific performance), the Company shall pay to each holder of Registrable Securities relating to such Registration Statement an
amount in cash equal to one percent (1%) of the aggregate principal amount outstanding of the Notes as of the applicable date of
determination (1) on the date of such Filing Failure, Effectiveness Failure, Maintenance Failure or Current Public Information
Failure, as applicable, and (2) on every thirty (30) day anniversary (without duplication) of (I) a Filing Failure until such Filing
Failure is cured; (II) an Effectiveness Failure until such Effectiveness Failure is cured; (III) a Maintenance Failure until
such Maintenance Failure is cured; and (IV) a Current Public Information Failure until the earlier of (i) the date such Current
Public Information Failure is cured and (ii) such time that such public information is no longer required pursuant to Rule 144
(in each case, pro rated for periods totaling less than thirty (30) days). The payments to which a holder of Registrable Securities
shall be entitled pursuant to this Section 2(e) are referred to herein as “Registration Delay Payments,”
it being understood that no Registration Delay Payments shall be payable to an Investor with respect to a Filing Failure, an Effectiveness
Failure, a Maintenance Failure or a Current Public Information Failure to the exent (x) such Registration Delay Payments relate
to such Registrable Securities such Investor elects not to include in such Registration Statement or (y) such Investor fails to
timely perform its obligations hereunder; provided, further, that, in the event of any reduction in Registrable Securities required
to be included in such Registration Statement pursuant to Sections 2(f) or 3(t), the Company shall not be obligated to make any
Registration Delay Payments with respect to such reduced number of Registrable Securities as a result thereof. Following the initial
Registration Delay Payment for any particular event or failure (which shall be paid on the date of such event or failure, as set
forth above), without limiting the foregoing, if an event or failure giving rise to the Registration Delay Payments is cured prior
to any thirty (30) day anniversary of such event or failure, then such Registration Delay Payment shall be made on the third (3rd)
Business Day after such cure. In the event the Company fails to make Registration Delay Payments in a timely manner in accordance
with the foregoing, such Registration Delay Payments shall bear interest at the rate of two percent (2%) per month (prorated for
partial months) until paid in full. Notwithstanding the foregoing, no Registration Delay Payments shall be owed to an Investor
(other than with respect to a Maintenance Failure resulting from a suspension or delisting of (or a failure to timely list) the
Common Shares on the Principal Market) with respect to any period during which all of such Investor’s Registrable Securities
may be sold by such Investor without restriction under Rule 144 (including, without limitation, volume restrictions) and without
the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable).


 




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(f)          Offering.
Notwithstanding anything to the contrary contained in this Agreement, in the event the staff of the SEC (the “Staff”)
or the SEC seeks to characterize any offering pursuant to a Registration Statement filed pursuant to this Agreement as constituting
an offering of securities by, or on behalf of, the Company, or in any other manner, such that the Staff or the SEC
do not permit such Registration Statement to become effective and used for resales in a manner that does not constitute such
an offering and that permits the continuous resale at the market by the Investors participating therein (or as otherwise
may be acceptable to each Investor) without being named therein as an “underwriter,” then the Company shall reduce
the number of shares to be included in such Registration Statement by all Investors until such time as the Staff and the SEC
shall so permit such Registration Statement to become effective as aforesaid. Each Investor prospectively waives any and all unreasonable
objections to the Company’s making of such a reduction. In making such reduction, the Company shall reduce the number of
shares to be included by all Investors on a pro rata basis (based upon the number of Registrable Securities otherwise required
to be included for each Investor) unless the inclusion of shares by a particular Investor or a particular set of Investors are
resulting in the Staff or the SEC’s “by or on behalf of the Company” offering position, in which event the shares
held by such Investor or set of Investors shall be the only shares subject to reduction (and if by a set of Investors on a pro
rata basis by such Investors or on such other basis as would result in the exclusion of the least number of shares by all such
Investors); provided, that, with respect to such pro rata portion allocated to any Investor, such Investor may elect the allocation
of such pro rata portion among the Registrable Securities of such Investor. In addition, in the event that the Staff or the SEC
requires any Investor seeking to sell securities under a Registration Statement filed pursuant to this Agreement to be
specifically identified as an “underwriter” in order to permit such Registration Statement to become effective, and
such Investor does not consent to being so named as an underwriter in such Registration Statement, then, in each such case,
the Company shall reduce the total number of Registrable Securities to be registered on behalf of such Investor, until
such time as the Staff or the SEC does not require such identification or until such Investor accepts such identification and the
manner thereof. Any reduction pursuant to this paragraph will first reduce all Registrable Securities other than those issued
pursuant to the Securities Purchase Agreement. In the event of any reduction in Registrable Securities pursuant to this
paragraph, an affected Investor shall have the right to require, upon delivery of a written request to the Company signed
by such Investor, the Company to file a registration statement within twenty (20) Business Days of such request (subject to any
restrictions imposed by Rule 415 or required by the Staff or the SEC) for resale by such Investor in a manner acceptable
to such Investor, and the Company shall following such request cause to be and keep effective such registration statement
in the same manner as otherwise contemplated in this Agreement for one additional registration statements hereunder in
order to permit the resale thereof by such Investor as contemplated above).


 




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(g)          Piggyback
Registrations. Without limiting any obligation of the Company hereunder or under the Securities Purchase Agreement, subject
to Section 2(f), if there is not an effective Registration Statement covering all of the Registrable Securities or the prospectus
contained therein is not available for use and the Company shall determine to prepare and file with the SEC a registration statement
or offering statement relating to an offering for its own account or the account of others under the 1933 Act of any of its equity
securities (other than on Form F-4, Form S-8 or Form F-8 (each as promulgated under the 1933 Act) or their then equivalents relating
to equity securities to be issued solely in connection with any acquisition of any entity or business, any acquisition of any entity,
any business combination, or equity securities issuable in connection with the Company’s share option or other employee benefit
plans) or a dividend reinvestment or similar plan or rights offering, then the Company shall deliver to each Investor a written
notice of such determination and, if within fifteen (15) days after the date of the delivery of such notice, any such Investor
shall so request in writing, the Company shall include (subject to its existing contractual commitments, which take priority) in
such registration statement or offering statement all or any part of such Registrable Securities such Investor requests to be registered;
provided, however, the Company shall not be required to register any Registrable Securities pursuant to this Section 2(g)
that are eligible for resale pursuant to Rule 144 without restriction (including, without limitation, volume restrictions) and
without the need for current public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or that are
the subject of a then-effective Registration Statement (assuming such Registrable Secuirites have been (or will be) issued in compliance
with the terms of the applicable Note), and provided further that the Company shall not be required to include any Registrable
Securities which an underwriter shall reasonably advise the Company will materially adversely affect the Company’s ability
to sell all of the shares which the Company intended to sell. The Company may postpone or withdraw the filing or the effectiveness
of a piggyback registration at any time in its sole discretion.


 


(h)          Allocation
of Registrable Securities. The initial number of Registrable Securities included in any Registration Statement and any increase
in the number of Registrable Securities included therein shall be allocated pro rata among the Investors based on the number of
Registrable Securities held by each Investor at the time such Registration Statement covering such initial number of Registrable
Securities or increase thereof is declared effective by the SEC. In the event that an Investor sells or otherwise transfers any
of such Investor’s Registrable Securities, other than pursuant to a Registration Statement or Rule 144 or Regulation S, each
transferee or assignee (as the case may be) that becomes an Investor shall be allocated a pro rata portion of the then-remaining
number of Registrable Securities included in such Registration Statement for such transferor or assignee (as the case may be).
Any Common Shares included in a Registration Statement and which remain allocated to any Person which ceases to hold any Registrable
Securities covered by such Registration Statement shall be allocated to the remaining Investors, pro rata based on the number of
Registrable Securities then held by such Investors which are covered by such Registration Statement.


 




    	 	7	 



     


    

 


(i)          No
Inclusion of Other Securities. The Company shall in no event include any securities other than Registrable Securities on any
Registration Statement filed in accordance herewith (other than, for the avoidance of doubt, pursuant to Section 2(g)) without
the prior written consent of the Required Holders, except as otherwise required pursuant to existing registration rights agreements
to which the Company is a party.


 


(j)          Tolling
of Effectiveness Deadline. During the period commencing on the date of an initial filing of a Registration Statement registering
any Registrable Securities as required hereunder with the SEC and ending on the Effectivenss Deadline with respect to such Registration
Statement (as extended pursuant to this Section 2(j) (each, a “Tolling Eligibility Period”), if on any Trading
Day during such applicable Tolling Eligibility Period the SEC is not fully open for business (excluding any holiday in which the
SEC is scheduled to close), whether as a result of a government shutdown or other similar event (each a “Tolling Day”),
the applicable Effectiveness Deadline for such Registration Statement shall be extended, on a day-for-day basis, for each Tolling
Day in such applicable Tolling Eligibility Period.


 


3.           Related
Obligations.


 


The Company shall use
its reasonable best efforts to effect the registration of the Registrable Securities in accordance with the intended method of
disposition thereof, and, pursuant thereto, the Company shall have the following obligations:


 


(a)          The
Company shall promptly prepare and file with the SEC a Registration Statement with respect to all the Registrable Securities (but
in no event later than the applicable Filing Deadline) and use its reasonable best efforts to cause such Registration Statement
to become effective as soon as practicable after such filing (but in no event later than the Effectiveness Deadline). Subject to
Allowable Grace Periods, the Company shall keep each Registration Statement effective (and the prospectus contained therein available
for use) pursuant to Rule 415 for resales by the Investors on a delayed or continuous basis at then-prevailing market prices (and
not fixed prices) at all times until the earlier of (i) the date as of which all of the Investors may sell all of the Registrable
Securities required to be covered by such Registration Statement (after giving effect to any reduction pursuant to Section 2(f))
without restriction pursuant to Rule 144 (including, without limitation, volume restrictions) and without the need for current
public information required by Rule 144(c)(1) (or Rule 144(i)(2), if applicable) or (ii) the date on which all of the Registrable
Securities covered by such Registration Statement have been sold (the “Registration Period”). Notwithstanding
anything to the contrary contained in this Agreement, the Company shall ensure that, when filed and at all times while effective,
each Registration Statement (including, without limitation, all amendments and supplements thereto) and the prospectus (including,
without limitation, all amendments and supplements thereto) used in connection with such Registration Statement (1) shall not contain
any untrue statement of a material fact or omit to state a material fact required to be stated therein, or necessary to make the
statements therein (in the case of prospectuses, in the light of the circumstances in which they were made) not misleading, and
(2) will disclose (whether directly or through incorporation by reference to other SEC filings to the extent permitted) all material
information regarding the Company and its securities. The Company shall submit to the SEC, within two (2) Business Days after the
later of the date that (i) the Company learns that no review of a particular Registration Statement will be made by the Staff or
that the Staff has no further comments on a particular Registration Statement (as the case may be) and (ii) the consent of Legal
Counsel is obtained pursuant to Section 3(c) (which consent shall be immediately sought), a request for acceleration of effectiveness
of such Registration Statement to a time and date not later than two Business Days after the submission of such request; provided,
that if during such period an Allowable Grace Period occurs or is continuing, the Company’s obligation to submit a request
for acceleration shall be tolled, on a day-for-day basis, until the Business Day immediately following the last Business Day in
such Allowable Grace Period. The Company shall respond in writing to comments made by the SEC in respect of a Registration Statement
as soon as practicable, but in no event later than thirty (30) days after the receipt of comments by or notice from the SEC that
an amendment is required in order for a Registration Statement to be declared effective.


 




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(b)          Subject
to Section 3(r) of this Agreement, the Company shall prepare and file with the SEC such amendments (including, without limitation,
post-effective amendments) and supplements to each Registration Statement and the prospectus used in connection with each such
Registration Statement, which prospectus is to be filed pursuant to Rule 424 promulgated under the 1933 Act, as may be necessary
to keep each such Registration Statement effective at all times during the Registration Period for such Registration Statement,
and, during such period, comply with the provisions of the 1933 Act with respect to the disposition of all Registrable Securities
of the Company required to be covered by such Registration Statement until such time as all of such Registrable Securities shall
have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof as set forth in such
Registration Statement; provided, however, by 8:30 a.m. (New York time) on the Business Day immediately following each Effective
Date, the Company shall file with the SEC in accordance with Rule 424(b) under the 1933 Act the final prospectus to be used in
connection with sales pursuant to the applicable Registration Statement (whether or not such a prospectus is technically required
by such rule). In the case of amendments and supplements to any Registration Statement which are required to be filed pursuant
to this Agreement (including, without limitation, pursuant to this Section 3(b)) by reason of the Company filing a report
on Form 6-K, Form 20-F or any analogous report under the Securities Exchange Act of 1934, as amended (the “1934 Act”),
the Company shall, if permitted under the applicable rules and regulations of the SEC, have incorporated such report by reference
into such Registration Statement, if applicable, or shall file such amendments or supplements with the SEC within one Business
Day from the date on which the 1934 Act report is filed which created the requirement for the Company to amend or supplement such
Registration Statement.


 




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(c)          The
Company shall (A) permit Legal Counsel and legal counsel for each other Investor to review and comment upon (i) each Registration
Statement at least five (5) Business Days prior to its filing with the SEC and (ii) all amendments and supplements to each Registration
Statement (including the prospectus contained therein) (except for Annual Reports on Form 20-F, Report of Foreign Issuer on Form
6-K, and any similar or successor reports) within a reasonable number of days prior to their filing with the SEC, and (B) not file
any Registration Statement or amendment or supplement thereto (except for Annual Reports on Form 20-F, Report of Foreign Issuer
on Form 6-K, and any similar or successor reports) in a form to which Legal Counsel or any legal counsel for any other Investor
reasonably objects to in writing (which, for the avoidance of doubt, may be satisfied by an e-mail) no less than three (3) Business
Days prior to filing with the SEC; provided, however, that the Company shall not have any obligation to modify any information
if the Company reasonably expects that so doing would cause (i) the Registration Statement to contain an untrue statement of a
material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not
misleading or (ii) the prospectus contained therein to contain an untrue statement of a material fact or to omit to state a material
fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.
The Company shall not submit a request for acceleration of the effectiveness of a Registration Statement or any amendment or supplement
thereto or to any prospectus contained therein without the prior consent of Legal Counsel, which consent shall not be unreasonably
withheld, conditioned or delayed. The Company shall promptly furnish to Legal Counsel and legal counsel for each other Investor,
without charge, if requested by an Investor (i) copies of any material written correspondence from the SEC or the Staff to the
Company or its representatives relating to each Registration Statement, provided that such correspondence shall not contain any
material, non-public information regarding the Company or any of its Subsidiaries (as defined in the Securities Purchase Agreement),
(ii) after the same is prepared and filed with the SEC, one (1) copy (which may be electronic) of each Registration Statement
and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents
incorporated therein by reference, if requested by an Investor, and all exhibits, unless such materials are publicly available
on EDGAR and (iii) upon the effectiveness of each Registration Statement, one (1) copy (which may be electronic) of the prospectus
included in such Registration Statement and all amendments and supplements thereto, unless such materials are publicly available
on EDGAR. The Company shall reasonably cooperate with Legal Counsel and legal counsel for each other Investor in performing the
Company’s obligations pursuant to this Section 3.


 


(d)          The
Company shall promptly furnish to each Investor whose Registrable Securities are included in any Registration Statement, without
charge, (i) after the same is prepared and filed with the SEC, at least one (1) copy (which may be electronic) of each Registration
Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all
documents incorporated therein by reference, if requested by an Investor, all exhibits and each preliminary prospectus, unless
such materials are publicly available on EDGAR, (ii) if requested in writing by the Investor, upon the effectiveness of each Registration
Statement, electronic copies of the prospectus included in such Registration Statement and all amendments and supplements thereto
(or such other number of copies as such Investor may reasonably request from time to time) and (iii) such other documents, including,
without limitation, copies of any preliminary or final prospectus, as such Investor may reasonably request from time to time in
order to facilitate the disposition of the Registrable Securities owned by such Investor, unless such materials are publicly available
on EDGAR.


 


(e)          The
Company shall use its reasonable best efforts to (i) register and qualify, unless an exemption from registration and qualification
applies, the resale by Investors of the Registrable Securities covered by a Registration Statement under such other securities
or “blue sky” laws of all applicable jurisdictions in the United States, (ii) prepare and file in those jurisdictions,
such amendments (including, without limitation, post-effective amendments) and supplements to such registrations and qualifications
as may be necessary to maintain the effectiveness thereof during the Registration Period, (iii) take such other actions as may
be necessary to maintain such registrations and qualifications in effect at all times during the Registration Period, and (iv)
take all other actions reasonably necessary or advisable to qualify the Registrable Securities for sale in such jurisdictions;
provided, however, the Company shall not be required in connection therewith or as a condition thereto to (x) qualify to do business
in any jurisdiction where it would not otherwise be required to qualify but for this Section 3(e), (y) subject itself to general
taxation in any such jurisdiction, or (z) file a general consent to service of process in any such jurisdiction. The Company shall
promptly notify Legal Counsel, legal counsel for each other Investor and each Investor who holds Registrable Securities of the
receipt by the Company of any notification with respect to the suspension of the registration or qualification of any of the Registrable
Securities for sale under the securities or “blue sky” laws of any jurisdiction in the United States or its receipt
of actual notice of the initiation or threatening of any proceeding for such purpose.


 




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(f)           The
Company shall notify Legal Counsel, legal counsel for each other Investor and each Investor in writing of the happening of any
event, as promptly as practicable after becoming aware of such event, as a result of which the prospectus included in a Registration
Statement, as then in effect, may include an untrue statement of a material fact or omission to state a material fact required
to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made,
not misleading (provided that in no event shall such notice contain any material, non-public information regarding the Company
or any of its Subsidiaries), and, subject to Section 3(r), promptly prepare a supplement or amendment to such Registration
Statement and such prospectus contained therein to correct such untrue statement or omission. The Company shall also promptly notify
Legal Counsel, legal counsel for each other Investor and each Investor in writing (i) when a prospectus or any prospectus supplement
or post-effective amendment has been filed, when a Registration Statement or any post-effective amendment has become effective
(notification of such effectiveness may be delivered to Legal Counsel, legal counsel for each other Investor and each Investor
by facsimile or e-mail on the same day of such effectiveness), and when the Company receives written notice from the SEC that a
Registration Statement or any post-effective amendment will be reviewed by the SEC, (ii) of any request by the SEC for amendments
or supplements to a Registration Statement or related prospectus or related information, (iii) of the Company’s reasonable
determination that a post-effective amendment to a Registration Statement would be appropriate; and (iv) of the receipt of any
request by the SEC or any other federal or state governmental authority for any additional information relating to the Registration
Statement or any amendment or supplement thereto or any related prospectus. The Company shall respond as promptly as practicable
to any comments received from the SEC with respect to each Registration Statement or any amendment thereto (it being understood
and agreed that the Company’s response to any such comments shall be delivered to the SEC no later than thirty (30)
Business Days after the receipt thereof).


 


(g)          The
Company shall (i) use its reasonable best efforts to prevent the issuance of any stop order or other suspension of effectiveness
of each Registration Statement or the use of any prospectus contained therein, or the suspension of the qualification, or the loss
of an exemption from qualification, of any of the Registrable Securities for sale in any jurisdiction and, if such an order or
suspension is issued, to obtain the withdrawal of such order or suspension at the earliest possible moment and (ii) notify Legal
Counsel, legal counsel for each other Investor and each Investor who holds Registrable Securities of the issuance of such order
and the resolution thereof or its receipt of actual notice of the initiation or threat of any proceeding for such purpose.


 




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(h)          If
any Investor may be required under applicable securities law to be described in any Registration Statement as an underwriter and
such Investor consents to so being named an underwriter, at the request of any Investor, the Company shall furnish to such Investor,
on the date of the effectiveness of such Registration Statement and thereafter from time to time on such dates as an Investor may
reasonably request (i) a letter, dated such date, from the Company’s independent certified public accountants in form and
substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering,
addressed to the Investors, and (ii) an opinion, dated as of such date, of counsel representing the Company for purposes of such
Registration Statement, in form, scope and substance as is customarily given in an underwritten public offering, addressed to the
Investors. For the avoidance of doubt, if the Staff requests or requires that an Investor be listed as an “underwriter”
in a Registration Statement and a reduction in the number of Registrable Secuirites of such Investor to be included in such Registraiton
Statement would not cause the Staff to withdraw such request or requirement and, nonetheless, such Investor still refuses to be
named as an “underwriter” in such Registration Statement, the Company shall not have any further obligations hereunder
to include such Registrable Securities of such Investor in such Registration Statement.


 


(i)          If
any Investor may be required under applicable securities law to be described in any Registration Statement as an underwriter and
such Investor consents to so being named an underwriter, upon the written request of such Investor, the Company shall make available
for inspection upon reasonable notice and during normal business hours by (i) such Investor, (ii) legal counsel for such Investor
and (iii) one (1) firm of accountants or other agents retained by such Investor (collectively, the “Inspectors”),
all pertinent financial and other records, and pertinent corporate documents and properties of the Company (collectively, the “Records”),
as shall be reasonably deemed reasonably necessary by each Inspector to enable such Investor to exercise its due diligence responsibility,
and cause the Company’s officers, directors and employees to supply all information which any Inspector may reasonably request;
provided, however, each Inspector shall agree in writing to hold in strict confidence and not to make any disclosure (except to
such Investor) or use of any Record or other information which the Company’s board of directors determines in good faith
to be confidential, and of which determination the Inspectors are so notified, unless (1) the disclosure of such Records is necessary
to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required under the 1933 Act, (2) the
release of such Records is ordered pursuant to a final, non-appealable subpoena or order from a court or government body of competent
jurisdiction, or (3) the information in such Records has been made generally available to the public other than by disclosure in
violation of this Agreement or any other Transaction Document (as defined in the Securities Purchase Agreement). Such Investor
agrees that it shall, upon learning that disclosure of such Records is sought in or by a court or governmental body of competent
jurisdiction or through other means, give prompt notice to the Company and allow the Company, at its expense, to undertake appropriate
action to prevent disclosure of, or to obtain a protective order for, the Records deemed confidential. Nothing herein (or in any
other confidentiality agreement between the Company and such Investor, if any) shall be deemed to limit any Investor’s ability
to sell Registrable Securities in a manner which is otherwise consistent with applicable laws and regulations.


 




    	 	12	 



     


    

 


(j)          The
Company shall hold in confidence and not make any disclosure of information concerning an Investor provided to the Company unless
(i) disclosure of such information is necessary to comply with this Agreement or federal or state securities laws, (ii) the disclosure
of such information is necessary to avoid or correct a misstatement or omission in any Registration Statement or is otherwise required
to be disclosed in such Registration Statement pursuant to the 1933 Act, (iii) the release of such information is ordered pursuant
to a subpoena or other final, non-appealable order from a court or governmental body of competent jurisdiction, or (iv) such information
has been made generally available to the public other than by disclosure in violation of this Agreement or any other Transaction
Document. The Company agrees that it shall, upon learning that disclosure of such information concerning an Investor is sought
in or by a court or governmental body of competent jurisdiction or through other means, give prompt written notice to such Investor
and allow such Investor, at such Investor’s expense, to undertake appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.


 


(k)          Without
limiting any obligation of the Company under the Securities Purchase Agreement, the Company shall use its reasonable best efforts
either to (i) cause all of the Registrable Securities covered by each Registration Statement to be listed on each securities exchange
on which securities of the same class or series issued by the Company are then listed, if any, if the listing of such Registrable
Securities is then permitted under the rules of such exchange, (ii) secure designation and quotation of all of the Registrable
Securities covered by each Registration Statement on an Eligible Market (as defined in the Securities Purchase Agreement), or (iii)
if, despite the Company’s reasonable best efforts to satisfy the preceding clauses (i) or (ii) the Company is unsuccessful
in satisfying the preceding clauses (i) or (ii), without limiting the generality of the foregoing, to use its reasonable best efforts
to arrange for at least two market makers to register with the Financial Industry Regulatory Authority (“FINRA”)
as such with respect to such Registrable Securities. In addition, the Company shall reasonably cooperate with each Investor and
any broker or dealer through which any such Investor proposes to sell its Registrable Securities in effecting a filing with FINRA
pursuant to FINRA Rule 5110 as requested by such Investor. The Company shall pay all of the Company’s fees and expenses in
connection with satisfying its obligations under this Section 3(k), except for any fees, expenses or commissions of any broker
or dealer of an Investor.


 


(l)          The
Company shall reasonably cooperate with the Investors who hold Registrable Securities being offered and, to the extent applicable,
facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) or uncertificated securities
representing the Registrable Securities to be offered pursuant to a Registration Statement and enable such certificates or uncertificated
securities to be in such denominations or amounts (as the case may be) as the Investors may reasonably request from time to time
and registered in such names as the Investors may request, to the extent permitted by applicable securities laws and the Transfer
Agent.


 




    	 	13	 



     


    

 


(m)          If
requested by an Investor, the Company shall as soon as practicable after receipt of notice from such Investor and subject to Section 3(r)
hereof, (i) incorporate in a prospectus supplement or post-effective amendment such information as an Investor reasonably requests
to be included therein relating to the sale and distribution of Registrable Securities, including, without limitation, information
with respect to the number of Registrable Securities being offered or sold, the purchase price being paid therefor and any other
terms of the offering of the Registrable Securities to be sold in such offering; (ii) make all required filings of such prospectus
supplement or post-effective amendment after being notified of the matters to be incorporated in such prospectus supplement or
post-effective amendment; and (iii) supplement or make amendments to any Registration Statement or prospectus contained therein
if reasonably requested by an Investor holding any Registrable Securities.


 


(n)          The
Company shall use its reasonable best efforts to cause the Registrable Securities covered by a Registration Statement to be registered
with or approved by such other governmental agencies or authorities as may be necessary to consummate the disposition of such Registrable
Securities.


 


(o)          The
Company shall make generally available to its security holders, if requested by an Investor, as soon as practical, but not later
than ninety (90) days after the close of the period covered thereby, an earnings statement (in form complying with, and in the
manner provided by, the provisions of Rule 158 under the 1933 Act) covering a twelve-month period beginning not later than
the first day of the Company’s fiscal quarter next following the applicable Effective Date of each Registration Statement.


 


(p)          The
Company shall otherwise use its reasonable best efforts to comply with all applicable rules and regulations of the SEC in connection
with any registration hereunder.


 


(q)          Within
two (2) Business Days after a Registration Statement which covers Registrable Securities is declared effective by the SEC, the
Company shall deliver or cause to be delivered to the transfer agent for such Registrable Securities (with copies to the Investors
whose Registrable Securities are included in such Registration Statement) confirmation that such Registration Statement has been
declared effective by the SEC.


 


(r)          Notwithstanding
anything to the contrary herein (but subject to the last sentence of this Section 3(r)), at any time after the Effective Date
of a particular Registration Statement, the Company may delay the disclosure of material, non-public information concerning the
Company or any of its Subsidiaries the disclosure of which at the time is not, in the good faith opinion of the board of directors
of the Company, in the best interest of the Company and, in the reasonable judgment of counsel to the Company, otherwise required
(a “Grace Period”), provided that the Company shall promptly notify the Investors in writing of the (i) existence
of material, non-public information giving rise to a Grace Period (provided that in each such notice the Company shall not disclose
the content of such material, non-public information to any of the Investors) and the date on which such Grace Period will begin
and (ii) date on which such Grace Period ends, provided further that (I) no Grace Period shall exceed thirty (30) consecutive
days and during any three hundred sixty five (365) day period all such Grace Periods shall not exceed an aggregate of sixty (60)
days, and (II) the first day of any Grace Period must be at least five (5) Trading Days after the last day of any prior Grace
Period and (III) no Grace Period may exist during the thirty (30) Trading Day period immediately following the Effective Date of
such Registration Statement (provided that such thirty (30) Trading Day period shall be extended by the number of Trading Days
during such period and any extension thereof contemplated by this proviso during which such Registration Statement is not effective
or the prospectus contained therein is not available for use) (each, an “Allowable Grace Period”). For purposes
of determining the length of a Grace Period above, such Grace Period shall begin on and include the date the Investors receive
the notice referred to in clause (i) above and shall end on and include the later of the date the Investors receive the notice
referred to in clause (ii) above and the date referred to in such notice. The provisions of Section 3(g) hereof shall not
be applicable during the period of any Allowable Grace Period. Upon expiration of each Grace Period, the Company shall again be
bound by the first sentence of Section 3(f) with respect to the information giving rise thereto unless such material, non-public
information is no longer applicable. Notwithstanding anything to the contrary contained in this Section 3(r), the Company
shall cause its transfer agent to deliver unlegended Common Shares to a transferee of an Investor in accordance with the terms
of the Securities Purchase Agreement and applicable securities laws in connection with any sale of Registrable Securities with
respect to which such Investor 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, prior to such Investor’s receipt of the notice of a Grace
Period and for which the Investor has not yet settled.


 




    	 	14	 



     


    

 


(s)          The
Company shall take all other reasonable actions necessary to expedite and facilitate disposition by each Investor of its Registrable
Securities pursuant to each Registration Statement.


 


(t)          Neither
the Company nor any Subsidiary or affiliate thereof shall identify any Investor as an underwriter in any public disclosure or filing
with the SEC, the Principal Market or any Eligible Market without such Investor’s consent; provided, however, that the foregoing
shall not prohibit the Company from including the disclosure found in the “Plan of Distribution” section attached hereto
as Exhibit A in the Registration Statement; provided, further that if a reduction of the number of Registrable Securities
to be included in the Registration Statement for resale by such Investor in accordance with Section 2(f) would not cause the Investor
to cease to be deemed an “underwriter” by the SEC and such Investor does not consent to be named as an “underwriter”
in such Registration Statement, the Company shall have no obligation hereunder to include such Investor’s Registrable Securities
in such Registration Statement (nor shall the Company incur any Registration Delay Payments with respect thereto).


 


(u)          Neither
the Company nor any of its Subsidiaries has entered, as of the date hereof, nor shall the Company or any of its Subsidiaries, on
or after the date of this Agreement, enter into any agreement with respect to its securities, that would have the effect of impairing
the rights granted to the Buyers in this Agreement or otherwise conflicts with the provisions hereof.


 


4.           Obligations
of the Investors.


 


(a)          At
least five (5) Business Days prior to the first anticipated filing date of each Registration Statement, the Company shall notify
each Investor in writing of the information the Company requires from each such Investor with respect to such Registration Statement.
It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with
respect to the Registrable Securities of a particular Investor that such Investor shall furnish to the Company such information
regarding itself, the Registrable Securities held by it, its beneficial ownership, and the intended method of disposition of the
Registrable Securities held by it, as shall be reasonably required to effect and maintain the effectiveness of the registration
of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably
request.


 




    	 	15	 



     


    

 


(b)          Each
Investor, by such Investor’s acceptance of the Registrable Securities, agrees to cooperate with the Company as reasonably
requested by the Company in connection with the preparation and filing of each Registration Statement hereunder, unless such Investor
has notified the Company in writing of such Investor’s election to exclude all of such Investor’s Registrable Securities
from such Registration Statement.


 


(c)          Each
Investor agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(g)
or the first sentence of 3(f), such Investor will immediately discontinue disposition of Registrable Securities pursuant to any
Registration Statement(s) covering such Registrable Securities until such Investor’s receipt of the copies of the supplemented
or amended prospectus contemplated by Section 3(g) or the first sentence of Section 3(f) or receipt of notice that no
supplement or amendment is required. Notwithstanding anything to the contrary in this Section 4(c), the Company shall cause
its transfer agent to deliver unlegended Common Shares to a transferee of an Investor in accordance with the terms of the Securities
Purchase Agreement in connection with any sale of Registrable Securities with respect to which such Investor has entered into a
contract for sale prior to the Investor’s receipt of a notice from the Company of the happening of any event of the kind
described in Section 3(g) or the first sentence of Section 3(f) and for which such Investor has not yet settled.


 


5.           Expenses
of Registration.


 


All reasonable expenses,
other than underwriting discounts and commissions, incurred in connection with registrations, filings or qualifications pursuant
to Sections 2 and 3, including, without limitation, all registration, listing and qualifications fees, printers and accounting
fees, FINRA filing fees (if any) and fees and disbursements of counsel for the Company shall be paid by the Company. The Company
shall reimburse Legal Counsel for its fees and disbursements in connection with registration, filing or qualification pursuant
to Sections 2 and 3 of this Agreement which amount shall be limited to $10,000 for each such registration, filing or qualification.


 




    	 	16	 



     


    

 


6.           Indemnification.


 


(a)          To
the fullest extent permitted by law, the Company will, and hereby does, indemnify, hold harmless and defend each Investor and each
of its directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any other Persons
with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any other title)
and each Person, if any, who controls such Investor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934
Act and each of the directors, officers, shareholders, members, partners, employees, agents, advisors, representatives (and any
other Persons with a functionally equivalent role of a Person holding such titles notwithstanding the lack of such title or any
other title) of such controlling Persons (each, an “Indemnified Person”), against any losses, obligations, claims,
damages, liabilities, contingencies, judgments, fines, penalties, charges, costs (including, without limitation, court costs, reasonable
attorneys’ fees and costs of defense and investigation), amounts paid in settlement or expenses, joint or several, (collectively,
“Claims”) incurred in investigating, preparing or defending any action, claim, suit, inquiry, proceeding, investigation
or appeal taken from the foregoing by or before any court or governmental, administrative or other regulatory agency, body or the
SEC, whether pending or threatened, whether or not an Indemnified Person is or may reasonably be a party thereto (“Indemnified
Damages”), to which any of them may become subject insofar as such Claims (or actions or proceedings, whether commenced
or threatened, in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of a material
fact in a Registration Statement or any post-effective amendment thereto or in any filing made in connection with the qualification
of the offering under the securities or other “blue sky” laws of any jurisdiction in which Registrable Securities are
offered (“Blue Sky Filing”), or the omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a
material fact contained in any final prospectus (as amended or supplemented, if the Company files any amendment thereof or supplement
thereto with the SEC) or the omission or alleged omission to state therein any material fact necessary to make the statements made
therein, in light of the circumstances under which the statements therein were made, not misleading or (iii) any violation or alleged
violation by the Company of the 1933 Act, the 1934 Act, any other law, including, without limitation, any state securities law,
or any rule or regulation thereunder relating to the offer or sale of the Registrable Securities pursuant to a Registration Statement
or (iv) any violation of this Agreement (the matters in the foregoing clauses (i) through (iv) being, collectively, “Violations”).
Subject to Section 6(c), the Company shall reimburse the Indemnified Persons, promptly as such expenses are incurred and are
due and payable, for any legal fees or other reasonable expenses incurred by them in connection with investigating or defending
any such Claim. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 6(a):
(i) shall not apply to a Claim by an Indemnified Person arising out of or based upon a Violation which occurs in reliance upon
and in conformity with information furnished in writing to the Company by or on behalf of such Indemnified Person for such Indemnified
Person expressly for use in connection with the preparation of such Registration Statement or any such amendment thereof or supplement
thereto, if such prospectus was timely made available for review by the Investor and its legal counsel by the Company pursuant
to Section 3(c);(y) solely arising out of or based upon a violation or alleged violation by an Indemnified Person of the 1933 Act,
the 1934 Act, any other law, including any state securities law, or any rule or regulation thereunder relating to the offer or
sale of the Registrable Securities pursuant to a Registration Statement, or (z) solely arising out of or based upon a violation
by the Indemnified Person of this Agreement; and (ii) shall not apply to amounts paid in settlement of any Claim if such settlement
is effected without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. Such
indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Indemnified Person
and shall survive the transfer of any of the Registrable Securities by any of the Investors pursuant to Section 9.


 




    	 	17	 



     


    

 


(b)          In
connection with any Registration Statement in which an Investor is participating, such Investor agrees to severally and not jointly
indemnify, hold harmless and defend, to the same extent and in the same manner as is set forth in Section 6(a), the Company,
each of its directors, each of its officers who signs the Registration Statement and each Person, if any, who controls the Company
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, an “Indemnified Party”),
against any Claim or Indemnified Damages to which any of them may become subject, under the 1933 Act, the 1934 Act or otherwise,
insofar as such Claim or Indemnified Damages arise out of or are based upon any Violation, in each case, to the extent, and only
to the extent, that such Violation occurs in reliance upon and in conformity with written information furnished to the Company
by such Investor expressly for use in connection with such Registration Statement; and, subject to Section 6(c) and the below
provisos in this Section 6(b), such Investor will reimburse an Indemnified Party any reasonable legal fees or other reasonable
expenses reasonably incurred by such Indemnified Party in connection with investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this Section 6(b) and the agreement with respect to contribution contained
in Section 7 shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written
consent of such Investor, which consent shall not be unreasonably withheld or delayed, provided further that such Investor shall
be liable under this Section 6(b) for only that amount of a Claim or Indemnified Damages as does not exceed the net proceeds
to such Investor as a result of the applicable sale of Registrable Securities pursuant to such Registration Statement. Such indemnity
shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall
survive the transfer of any of the Registrable Securities by any of the Investors pursuant to Section 9.


 


(c)          Promptly
after receipt by an Indemnified Person or Indemnified Party (as the case may be) under this Section 6 of notice of the commencement
of any action or proceeding (including, without limitation, any governmental action or proceeding) involving a Claim, such Indemnified
Person or Indemnified Party (as the case may be) shall, if a Claim in respect thereof is to be made against any indemnifying party
under this Section 6, deliver to the indemnifying party a written notice of the commencement thereof, and the indemnifying
party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying
party similarly noticed, to assume control of the defense thereof with counsel mutually satisfactory to the indemnifying party
and the Indemnified Person or the Indemnified Party (as the case may be); provided, however, an Indemnified Person or Indemnified
Party (as the case may be) shall have the right to retain its own counsel with the reasonable fees and expenses of not more than
one counsel for all such Indemnified Person or Indemnified Party (except to the extent, in the reasonable judgement of counsel
to such Indemnified Person or Indemnified Party, having the same counsel would be result in a conflict of interest or cause such
Indemnified Person or Indemnified Party to potentially be considered a “group” as determined under Section 13 of the
1934 Act (as defined in the Note) with any other Person) to be paid by the indemnifying party if: (i) the indemnifying party has
agreed in writing to pay such fees and expenses; (ii) the indemnifying party shall have failed promptly to assume the defense of
such Claim and to employ counsel reasonably satisfactory to such Indemnified Person or Indemnified Party (as the case may be) in
any such Claim; or (iii) the named parties to any such Claim (including, without limitation, any impleaded parties) include both
such Indemnified Person or Indemnified Party (as the case may be) and the indemnifying party, and such Indemnified Person or such
Indemnified Party (as the case may be) shall have been advised by counsel that a conflict of interest is likely to exist if the
same counsel were to represent such Indemnified Person or such Indemnified Party and the indemnifying party (in which case, if
such Indemnified Person or such Indemnified Party (as the case may be) notifies the indemnifying party in writing that it elects
to employ separate counsel at the expense of the indemnifying party, then the indemnifying party shall not have the right to assume
the defense thereof and such counsel shall be at the expense of the indemnifying party, provided further that in the case of clause
(iii) above the indemnifying party shall not be responsible for the reasonable fees and expenses of more than one (1) separate
legal counsel for such Indemnified Person or Indemnified Party (as the case may be). The Indemnified Party or Indemnified Person
(as the case may be) shall reasonably cooperate with the indemnifying party in connection with any negotiation or defense of any
such action or Claim by the indemnifying party and shall furnish to the indemnifying party all information reasonably available
to the Indemnified Party or Indemnified Person (as the case may be) which relates to such action or Claim. The indemnifying party
shall keep the Indemnified Party or Indemnified Person (as the case may be) reasonably apprised at all times as to the status of
the defense or any settlement negotiations with respect thereto. No indemnifying party shall be liable for any settlement of any
action, claim or proceeding effected without its prior written consent; provided, however, the indemnifying party shall not unreasonably
withhold, delay or condition its consent. No indemnifying party shall, without the prior written consent of the Indemnified Party
or Indemnified Person (as the case may be), consent to entry of any judgment or enter into any settlement or other compromise which
does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Indemnified
Person (as the case may be) of a release from all liability in respect to such Claim or litigation, and such settlement shall not
include any admission as to fault on the part of the Indemnified Party. Following indemnification as provided for hereunder, the
indemnifying party shall be subrogated to all rights of the Indemnified Party or Indemnified Person (as the case may be) with respect
to all third parties, firms or corporations relating to the matter for which indemnification has been made. The failure to deliver
written notice to the indemnifying party within a reasonable time of the commencement of any such action shall not relieve such
indemnifying party of any liability to the Indemnified Person or Indemnified Party (as the case may be) under this Section 6,
except to the extent that the indemnifying party is materially and adversely prejudiced in its ability to defend such action.


 




    	 	18	 



     


    

 


(d)          The
indemnification required by this Section 6 shall be made by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or Indemnified Damages are incurred; provided that the Investor shall
promptly reimburse the Company for all such payments to the extent a final court of competent jurisdiction (after completion of
all applicable appeals, if any) determines that any Indemnified Party or Indemnified Person was not entitled to such payment and
the Company may require the Indemnified Party or Indemnified Person (as the case may be) to execute a written undertaking to return
any amount so paid if it is later determined such Indemnified Party or Indemnified Person is not entitled to indemnification hereunder.


 


(e)          The
indemnity and contribution agreements contained herein shall be in addition to (i) any cause of action or similar right of the
Indemnified Party or Indemnified Person against the indemnifying party or others, and (ii) any liabilities the indemnifying party
may be subject to pursuant to the law; provided, however, that the amounts paid shall be without duplication to other amounts received
by the Indemnified Party or Indemnified Person for damges relating to the same or similar Claims. Without limiting the generality
of the foregoing, the Company shall not be obligated to pay an any Indemnified Party or Indemnified Person for damages associated
with a particular Claim under this Section 6 if the Company has already paid such Indemnified Party or Indemnified Person such
damages pursuant to the Securities Purchase Agreement or any other agreement, or the Indemnified Party or Indemnified Person has
been paid such amount by an insurance company.


 




    	 	19	 



     


    

 


7.           Contribution.


 


To the extent any indemnification
by an indemnifying party is prohibited or limited by law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the fullest extent permitted by law; provided, however:
(i) no contribution shall be made under circumstances where the maker would not have been liable for indemnification under the
fault standards set forth in Section 6 of this Agreement, (ii) no Person involved in the sale of Registrable Securities which
Person is guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the 1933 Act) in connection with such
sale shall be entitled to contribution from any Person involved in such sale of Registrable Securities who was not guilty of fraudulent
misrepresentation; and (iii) contribution by any seller of Registrable Securities shall be limited in amount to the amount
of net proceeds received by such seller from the applicable sale of such Registrable Securities pursuant to such Registration Statement.
Notwithstanding the provisions of this Section 7, no Investor shall be required to contribute, in the aggregate, any amount
in excess of the amount by which the net proceeds actually received by such Investor from the applicable sale of the Registrable
Securities subject to the Claim exceeds the amount of any damages that such Investor has otherwise been required to pay, or would
otherwise be required to pay under Section 6(b), by reason of such untrue or alleged untrue statement or omission or alleged
omission.


 


8.           Reports
Under the 1934 Act.


 


With a view to making
available to the Investors the benefits of Rule 144, the Company agrees to, so long as any Investor holds any Notes or Registrable
Securities:


 


(a)          make
and keep public information available, as those terms are understood and defined in Rule 144;


 


(b)          file
with the SEC in a timely manner, subject to any extension periods permitted by applicable SEC rules and regulations, all reports
and other documents required of the Company under the 1933 Act and the 1934 Act so long as the Company remains subject to such
requirements (it being understood and agreed that nothing herein shall limit any obligations of the Company under the Securities
Purchase Agreement) and the filing of such reports and other documents is required for the applicable provisions of Rule 144; and


 


(c)          furnish
to each Investor so long as such Investor owns Registrable Securities, promptly upon request, (i) a written statement by the Company,
if true, that it has complied with the reporting, submission and posting requirements of Rule 144 and the 1934 Act, (ii) a copy
of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company with
the SEC if such reports are not publicly available via EDGAR, and (iii) such other information as may be reasonably requested
to permit the Investors to sell such securities pursuant to Rule 144 without registration.


 




    	 	20	 



     


    

 


9.           Assignment
of Registration Rights.


 


All or any portion
of the rights under this Agreement shall be automatically assignable by each Investor to any transferee or assignee (as the case
may be) of all or any portion of such Investor’s Registrable Securities or Notes if: (i) such Investor agrees in writing
with such transferee or assignee (as the case may be) to assign all or any portion of such rights, and a copy of such agreement
is furnished to the Company within a reasonable time after such transfer or assignment (as the case may be); (ii) the Company is,
within a reasonable time after such transfer or assignment (as the case may be), furnished with written notice of (a) the name
and address of such transferee or assignee (as the case may be), and (b) the securities with respect to which such registration
rights are being transferred or assigned (as the case may be); (iii) immediately following such transfer or assignment (as
the case may be) the further disposition of such securities by such transferee or assignee (as the case may be) is restricted under
the 1933 Act or applicable state securities laws if so required; (iv) at or before the time the Company receives the written notice
contemplated by clause (ii) of this sentence such transferee or assignee (as the case may be) agrees in writing with the Company
to be bound by all of the provisions contained herein; (v) such transfer or assignment (as the case may be) shall have been made
in accordance with the applicable requirements of the Securities Purchase Agreement and the Notes (as the case may be); and (vi)
such transfer or assignment (as the case may be) shall have been conducted in accordance with all applicable federal and state
securities laws.


 


10.         Amendment
of Registration Rights.


 


Provisions of this
Agreement may be amended and the observance thereof may be waived (either generally or in a particular instance and either retroactively
or prospectively), only with the written consent of the Company and the Required Holders; provided that any such amendment or waiver
that complies with the foregoing, but that disproportionately, materially and adversely affects the rights and obligations of any
Investor relative to the comparable rights and obligations of the other Investors shall require the prior written consent of such
adversely affected Investor. Any amendment or waiver effected in accordance with this Section 10 shall be binding upon each Investor
and the Company, provided that no such amendment shall be effective to the extent that it (1) applies to less than all of the holders
of Registrable Securities or (2) imposes any obligation or liability on any Investor without such Investor’s prior written
consent (which may be granted or withheld in such Investor’s sole discretion). No waiver shall be effective unless it is
in writing and signed by an authorized representative of the waiving party. No consideration shall be offered or paid to any Person
to amend or consent to a waiver or modification of any provision of this Agreement unless the same consideration (other than the
reimbursement of legal fees) also is offered to all of the parties to this Agreement.


 


11.         Miscellaneous.


 


(a)          Solely
for purposes of this Agreement, a Person is deemed to be a holder of Registrable Securities whenever such Person owns, or is deemed
to own, of record such Registrable Securities. If the Company receives conflicting instructions, notices or elections from two
or more Persons with respect to the same Registrable Securities, the Company shall act upon the basis of instructions, notice or
election received from such record owner of such Registrable Securities.


 




    	 	21	 



     


    

 


(b)          Any
notices, consents, waivers or other communications required or permitted to be given under the terms of this Agreement must be
in writing and will be deemed to have been delivered: (i) upon receipt, when delivered personally; (ii) upon receipt, when sent
by facsimile (provided confirmation of transmission is mechanically or electronically generated and kept on file by the sending
party) or electronic mail (provided that such sent email is kept on file (whether electronically or otherwise) by the sending party
and the sending party does not receive an automatically generated message from the recipient's email server that such e-mail could
not be delivered to such recipient); or (iii) two (2) Business Days after deposit with a nationally recognized overnight delivery
service with next day delivery specified, in each case, properly addressed to the party to receive the same. The addresses, facsimile
numbers and email addresses for such communications shall be:


 


If to the Company:


 


Globus Maritime Limited


c/o Globus Shipmanagement Corp.

128 Vouliagmenis Avenue, 3rd Floor


166 74 Glyfada


Attica, Greece


Telephone: 30 210 9608300

Facsimile: +30 210 9608359


Attention: Chief Executive Officer

Email: a.g.feidakis@globusmaritime.gr


 


With a copy (for informational purposes only) to:


 


Watson Farley & Williams LLP

250 West 55th Street

New York, NY 10019

Telephone: (212) 922-2252

Facsimile: (212) 922-1512

Attention: Steven J. Hollander, Esq.

Email: shollander@wfw.com


 


If to the Transfer Agent to:


 


Computershare

8742 Lucent Blvd., Suite 225

Highlands Ranch, CO 80129

Telephone: (303) 262-0790

Facsimile: 303 262 0610

Attention: Lee Meier

E-Mail: Lee.Meier@computershare.com


 




    	 	22	 



     


    

 


If to Legal
Counsel:


 


Kelley Drye &
Warren LLP

101 Park Avenue

New York, NY 10178

Telephone: (212) 808-7540

Facsimile: (212) 808-7897

Attention: Michael A. Adelstein, Esq.

Email: madelstein@kelleydrye.com


 


If to a Buyer, to its address, facsimile
number and/or email address set forth on the Schedule of Buyers attached to the Securities Purchase Agreement, with copies to such
Buyer’s representatives as set forth on the Schedule of Buyers, or to such other address, facsimile number, and/or email
address and/or to the attention of such other Person as the recipient party has specified by written notice given to each other
party five (5) days prior to the effectiveness of such change, provided that Kelley Drye & Warren LLP shall only be provided
notices sent to the lead investor. Written confirmation of receipt (A) given by the recipient of such notice, consent, waiver
or other communication, (B) mechanically or electronically generated by the sender’s facsimile machine or email containing
the time, date, recipient facsimile number or email address and an image of the first page of such transmission or (C) provided
by a courier or overnight courier service shall be rebuttable evidence of personal service, receipt by facsimile or receipt from
a nationally recognized overnight delivery service in accordance with clause (i), (ii) or (iii) above, respectively.


 


(c)          Failure
of any party to exercise any right or remedy under this Agreement or otherwise, or delay by a party in exercising such right or
remedy, shall not operate as a waiver thereof. The Company and each Investor acknowledge and agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were
otherwise breached. It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions to prevent
or cure breaches of the provisions of this Agreement by any other party hereto and to enforce specifically the terms and provisions
hereof (without the necessity of showing economic loss and without any bond or other security being required), this being in addition
to any other remedy to which any party may be entitled by law or equity.


 




    	 	23	 



     


    

 


(d)          All
questions concerning the construction, validity, enforcement and interpretation of this Agreement 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 party 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. Each party 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 such party at the address for such notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right
to serve process in any manner permitted by law. The Company (on behalf of itself and each of its Subsidiaries) hereby appoints
the agent for service of process listed in Schedule 9(a) to the Securities Purchase Agreement, as its agent for service of process
in New York. EACH PARTY 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 AGREEMENT OR ANY TRANSACTION CONTEMPLATED HEREBY. The choice
of the laws of the State of New York as the governing law of this Agreement is a valid choice of law and would be recognized and
given effect to in any action brought before a court of competent jurisdiction in the Marshall Islands and the laws of the Greece
except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii)
the application of which would be inconsistent with public policy, as such term is interpreted under the laws of the Marshall Islands
and the laws of the Greece. The Company, any of its Subsidiaries or any of their respective properties, assets or revenues does
not have any right of immunity under Marshall Islands, the laws of the Greece or New York law, from any legal action, suit or proceeding,
from the giving of any relief in any such legal action, suit or proceeding, from set-off or counterclaim, from the jurisdiction
of any Marshall Islands, the Greece, New York or United States federal court, from service of process, attachment upon or prior
to judgment, or attachment in aid of execution of judgment, or from execution of a judgment, or other legal process or proceeding
for the giving of any relief or for the enforcement of a judgment, in any such court, with respect to its obligations, liabilities
or any other matter under or arising out of or in connection with this Agreement; and, to the extent that the Company, or any of
its properties, assets or revenues may have or may hereafter become entitled to any such 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 Agreement and the other Transaction Documents.


 


(e)          If
any provision of this Agreement 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 Agreement so long as this Agreement 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).


 




    	 	24	 



     


    

 


(f)          This
Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced
herein and therein constitute the entire agreement among the parties hereto and thereto solely with respect to the subject matter
hereof and thereof. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to
herein and therein. This Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and
the instruments referenced herein and therein supersede all prior agreements and understandings among the parties hereto solely
with respect to the subject matter hereof and thereof; provided, however, nothing contained in this Agreement or any other Transaction
Document shall (or shall be deemed to) (i) have any effect on any agreements any Investor has entered into with the Company or
any of its Subsidiaries prior to the date hereof with respect to any prior investment made by such Investor in the Company, (ii)
waive, alter, modify or amend in any respect any obligations of the Company or any of its Subsidiaries or any rights of or benefits
to any Investor or any other Person in any agreement entered into prior to the date hereof between or among the Company and/or
any of its Subsidiaries and any Investor or any other Person and all such agreements shall continue in full force and effect or
(iii) limit any obligations of the Company under any of the other Transaction Documents.


 


(g)          Subject
to compliance with Section 9 (if applicable), this Agreement shall inure to the benefit of and be binding upon the permitted
successors and assigns of each of the parties hereto. This Agreement is not for the benefit of, nor may any provision hereof be
enforced by, any Person, other than the parties hereto, their respective permitted successors and assigns and the Persons referred
to in Sections 6 and 7 hereof.


 


(h)          The
headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. Unless
the context clearly indicates otherwise, each pronoun herein shall be deemed to include the masculine, feminine, neuter, singular
and plural forms thereof. The terms “including,” “includes,” “include” and words of like import
shall be construed broadly as if followed by the words “without limitation.” The terms “herein,” “hereunder,”
“hereof” and words of like import refer to this entire Agreement instead of just the provision in which they are found.


 


(i)          This
Agreement may be executed in two or more identical counterparts, each of which shall be deemed an original, but all of which shall
be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered
to the other party. In the event that any signature is delivered by facsimile transmission or by an email which contains a portable
document format (.pdf) file of an executed signature page, such signature page shall create a valid and binding obligation of the
party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an
original thereof.


 


(j)          Each
party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver
all such other agreements, certificates, instruments and documents as any other party may reasonably request in order to carry
out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.


 


(k)          The
language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent and no rules
of strict construction will be applied against any party. Notwithstanding anything to the contrary set forth in Section 10, terms
used in this Agreement but defined in the other Transaction Documents shall have the meanings ascribed to such terms on the Closing
Date in such other Transaction Documents unless otherwise consented to in writing by each Investor.


 




    	 	25	 



     


    

 


(l)          All
consents and other determinations required to be made by the Investors pursuant to this Agreement shall be made, unless otherwise
specified in this Agreement, by the Required Holders, determined as if all of the outstanding Notes then held by the Investors
have been converted for Registrable Securities without regard to any limitations on redemption, amortization and/or conversion
of the Notes then held by Investors.


 


(m)         This
Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for
the benefit of, nor may any provision hereof be enforced by, any other Person.


 


(n)          The
obligations of each Investor under this Agreement and the other Transaction Documents are several and not joint with the obligations
of any other Investor, and no Investor shall be responsible in any way for the performance of the obligations of any other Investor
under this Agreement or any other Transaction Document. Nothing contained herein or in any other Transaction Document, and no action
taken by any Investor pursuant hereto or thereto, shall be deemed to constitute the Investors as, and the Company acknowledges
that the Investors do not so constitute, a partnership, an association, a joint venture or any other kind of group or entity, or
create a presumption that the Investors are in any way acting in concert or as a group or entity with respect to such obligations
or the transactions contemplated by the Transaction Documents or any matters, and the Company acknowledges that the Investors are
not acting in concert or as a group, and the Company shall not assert any such claim, with respect to such obligations or the transactions
contemplated by this Agreement or any of the other the Transaction Documents. Each Investor shall be entitled to independently
protect and enforce its rights, including the rights arising out of this Agreement or out of any other Transaction Documents, and
it shall not be necessary for any other Investor to be joined as an additional party in any proceeding for such purpose. The use
of a single agreement with respect to the obligations of the Company contained herein was solely in the control of the Company,
not the action or decision of any Investor, and was done solely for the convenience of the Company and not because it was required
or requested to do so by any Investor. It is expressly understood and agreed that each provision contained in this Agreement and
in each other Transaction Document is between the Company and an Investor, solely, and not between the Company and the Investors
collectively and not between and among Investors.


 


[signature page follows]


 




    	 	26	 



     


    

 


IN WITNESS WHEREOF, each Buyer and
the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date
first written above.


 


	 	COMPANY:
	 	 
	 	GLOBUS MARITIME LIMITED
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 



     


    

 


IN WITNESS WHEREOF, each Buyer and
the Company have caused their respective signature page to this Registration Rights Agreement to be duly executed as of the date
first written above.


 


	 	BUYERS:
	 	 
	 	ARNAKI LTD.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 




    	 



     


    

 


EXHIBIT A


 


SELLING SHAREHOLDERS


 


The common shares being
offered by the selling shareholders are those issuable to the selling shareholders upon conversion of the notes. For additional
information regarding the issuance of the notes, see “Private Placement of Notes” above. We are registering the common
shares in order to permit the selling shareholders to offer the shares for resale from time to time. Except for the ownership of
the notes issued pursuant to the Securities Purchase Agreement, the selling shareholders have not had any material relationship
with us within the past three years except affiliates of the selling shareholders have been holders of less than 5% of our common
shares within the last three years, and were parties to that certain securities purchase agreement dated February 8, 2017 and a
registration rights agreement and warrant issued by the Company each dated February 9, 2017.


 


The table below lists
the selling shareholders and other information regarding the beneficial ownership (as determined under Section 13(d) of the Securities
Exchange Act of 1934, as amended, and the rules and regulations thereunder) of the common shares held by each of the selling shareholders.
The second column lists the number of common shares beneficially owned by the selling shareholders, based on their respective ownership
of common shares and notes, as of ________, 20__, assuming conversion of the notes held by each such selling shareholder on that
date but taking account of any limitations on conversion set forth therein.


 


The third column lists
the common shares being offered by this prospectus by the selling shareholders and does not take in account any limitations on
conversion of the notes set forth therein.


 


In accordance with
the terms of a registration rights agreement with the holders of the notes, this prospectus generally covers the resale of 200%
of the maximum number of common shares issued or issuable pursuant to the Notes, including payment of interest on the notes through
[DATE], determined as if the outstanding notes (including interest on the notes through [DATE]) were converted in full (without
regard to any limitations on conversion contained therein solely for the purpose of such calculation) at a conversion price of
$[             ]1 (the floor price in effect
as of the time of filing of the registration statement in which this prospectus is a part). Because the conversion price of the
notes may be adjusted, the number of shares that will actually be issued may be more or less than the number of shares being offered
by this prospectus. The fourth column assumes the sale of all of the shares offered by the selling shareholders pursuant to this
prospectus.


 


Under the terms of
the notes, a selling shareholder may not convert the notes to the extent (but only to the extent) such selling shareholder or any
of its affiliates would beneficially own a number of shares of our common shares which would exceed 4.99% of the outstanding shares
of the Company. The number of shares in the second column reflects these limitations. The selling shareholders may sell all, some
or none of their shares in this offering. See “Plan of Distribution.”


 





 






1
Insert the floor price in effect as of the time of filing of the applicable registration statement


 




    	 



     


    

 


	Name of Selling Shareholder	    	Number of Common
 Shares Owned Prior to
 Offering	    	Maximum Number of
 Common Shares to be Sold
 Pursuant to this Prospectus	    	Number of Common
 Shares of Owned After
 Offering
	[                ] (1)	 	 	 	 	 	 
	[OTHER BUYERS]	 	 	 	 	 	 



 


		(1)	[            ]



 




    	 



     


    

 


PLAN OF DISTRIBUTION


 


We are registering
the common shares issuable upon conversion of the notes to permit the resale of these common shares by the holders of the notes
from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholders
of the common shares. We will bear all fees and expenses incident to our obligation to register the common shares.


 


The selling shareholders
may sell all or a portion of the common shares held by them and offered hereby from time to time directly or through one or more
underwriters, broker-dealers or agents. If the common shares are sold through underwriters or broker-dealers, the selling shareholders
will be responsible for underwriting discounts or commissions or agent’s commissions. The common shares may be sold in one
or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the
time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions,
pursuant to one or more of the following methods:


 


		·	on any national securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale;



 


		·	in the over-the-counter market;



 


		·	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;



 


		·	through the writing or settlement of options, whether such options are listed on an options exchange
or otherwise;



 


		·	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;



 


		·	block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;



 


		·	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;



 


		·	an exchange distribution in accordance with the rules of the applicable exchange;



 


		·	privately negotiated transactions;



 


		·	short sales made after the date the Registration Statement is declared effective by the SEC;



 


		·	broker-dealers may agree with a selling security holder to sell a specified number of such shares
at a stipulated price per share;



 


		·	a combination of any such methods of sale; and



 




    	 



     


    

 


		·	any other method permitted pursuant to applicable law.



 


The selling shareholders
may also sell common shares under Rule 144 promulgated under the Securities Act of 1933, as amended, if available, rather
than under this prospectus. In addition, the selling shareholders may transfer the common shares by other means not described in
this prospectus. If the selling shareholders effect such transactions by selling common shares to or through underwriters, broker-dealers
or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions
from the selling shareholders or commissions from purchasers of the common shares for whom they may act as agent or to whom they
may sell as principal, which will be borne by the selling shareholders (which discounts, concessions or commissions as to particular
underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection
with sales of the common shares or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers,
which may in turn engage in short sales of the common shares in the course of hedging in positions they assume. The selling shareholders
may also sell common shares short and deliver common shares covered by this prospectus to close out short positions and to return
borrowed shares in connection with such short sales. The selling shareholders may also loan or pledge common shares to broker-dealers
that in turn may sell such shares.


 


The selling shareholders
may pledge or grant a security interest in some or all of the notes or common shares owned by them and, if they default in the
performance of their secured obligations, the pledgees or secured parties may offer and sell the common shares from time to time
pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities
Act amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other successors in interest
as selling shareholders under this prospectus. The selling shareholders also may transfer and donate the common shares in other
circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners
for purposes of this prospectus.


 


To the extent required
by the Securities Act and the rules and regulations thereunder, the selling shareholders and any broker-dealer participating in
the distribution of the common shares may be deemed to be “underwriters” within the meaning of the Securities Act,
and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions
or discounts under the Securities Act. At the time a particular offering of the common shares is made, a prospectus supplement,
if required, will be distributed, which will set forth the aggregate amount of common shares being offered and the terms of the
offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting
compensation from the selling shareholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.


 


Under the securities
laws of some states, the common shares may be sold in such states only through registered or licensed brokers or dealers. In addition,
in some states the common shares may not be sold unless such shares have been registered or qualified for sale in such state or
an exemption from registration or qualification is available and is complied with.


 




    	 



     


    

 


There can be no assurance
that any selling shareholder will sell any or all of the common shares registered pursuant to the registration statement, of which
this prospectus forms a part.


 


The selling shareholders
and any other person participating in such distribution will be subject to applicable provisions of the Securities Exchange Act
of 1934, as amended, and the rules and regulations thereunder, including, without limitation, to the extent applicable, Regulation M
of the Exchange Act, which may limit the timing of purchases and sales of any of the common shares by the selling shareholders
and any other participating person. To the extent applicable, Regulation M may also restrict the ability of any person engaged
in the distribution of the common shares to engage in market-making activities with respect to the common shares. All of the foregoing
may affect the marketability of the common shares and the ability of any person or entity to engage in market-making activities
with respect to the common shares.


 


We will pay all expenses
of the registration of the common shares pursuant to the registration rights agreement, estimated to be $[     ]
in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities
or “blue sky” laws; provided, however, a selling shareholder will pay all underwriting discounts and selling commissions,
if any. We will indemnify the selling shareholders against liabilities, including some liabilities under the Securities Act in
accordance with the registration rights agreements or the selling shareholders will be entitled to contribution. We may be indemnified
by the selling shareholders against civil liabilities, including liabilities under the Securities Act that may arise from any written
information furnished to us by the selling shareholder specifically for use in this prospectus, in accordance with the related
registration rights agreements or we may be entitled to contribution.


 


Once sold under the
registration statement, of which this prospectus forms a part, the common shares will be freely tradable in the hands of persons
other than our affiliates.


 




    	 



     


    

 


DISCLOSURE SCHEDULE TO 


 


SECURITIES PURCHASE AGREEMENT


 


BETWEEN


 


GLOBUS MARITIME LIMITED


 


AND


 


THE PERSONS LISTED ON THE SCHEDULE OF
BUYERS THERETO


 


Dated as of March 13, 2019


 




     


     


    

 


INTRODUCTION


 


These disclosure schedules
(the “Disclosure Schedules”) are organized with reference to, and is a component of, that certain Securities
Purchase Agreement (the “Agreement”), dated as March 13, 2019, and made by and among Globus Maritime Limited,
a Marshall Islands corporation (the “Company”), and each of the investors listed on the Schedule of Buyers attached
thereto. Capitalized terms used and not defined herein shall have the meanings assigned thereto in the Agreement.


 


The Sections of the Disclosure Schedules
are qualified in their entirety by reference to specific provisions in the Agreement and are not intended to constitute, and shall
not be construed as constituting, representations or warranties of Seller, except and as to the extent provided in the Agreement.
Notwithstanding, the disclosure in the Disclosure Schedules shall also be deemed to be responsive to and qualify any other sections
of this Agreement so long as the relationship between the disclosure and such other sections are reasonably apparent on the face
of such disclosure.


 


The disclosure of a particular item or
information in these Disclosure Schedules shall not: (i) be construed as an admission that such item or information is material
or (ii) be deemed to constitute an admission, or otherwise imply, that any such item or information (A) creates any measure for
materiality for the purposes of the Agreement, (B) has had or would have a Material Adverse Effect on any Buyer, (C) represents
a determination that such item or information did or did not arise in the ordinary course of business, (D) is a breach of the representations
and warranties set forth in the Agreement, or (E) is an admission or agreement that a violation, right of termination, default,
liability or other obligation of any kind exists with respect to any item. The fact that any item of information is contained in
the Disclosure Schedules shall not be construed as an admission of liability under or violation of any federal, state, local or
foreign law, rule or regulation. The Company preserves all rights, defenses and counterclaims with respect to such matters, subject
to the terms of the Agreement.


 




     


     


    

 


SCHEDULE 3(a)


 


LIST OF ALL SUBSIDIARIES OF THE COMPANY


 



	Company	 	Country of

                                                                                Incorporation/Redomiciliation

	Globus Maritime Limited	 	Marshall Islands
	Globus Shipmanagement Corp.	 	Marshall Islands
	Artful Shipholding SA	 	Marshall Islands
	Longevity Maritime Limited	 	Malta
	Devocean Maritime Ltd.	 	Marshall Islands
	Domina Maritime Ltd.	 	Marshall Islands
	Dulac Maritime S.A.	 	Marshall Islands




 




     


     


    

 


SCHEDULE 3(q)(iii)


 


Schedule 3(q)(iii)


 


	 	 	 	 	 	 	 	 	 	Affiliates	 	 	 	 	 	 	 	 	 	 
	Date:	 	 	Type:	 	 	Description	 	 	George

 Feidakis	 	 	%	 	 	Ioannis

 Kazantzidis	 	 	%	 	 	Jeffrey O.

 Parry	 	 	%	 	 	Athanasios

 Feidakis	 	 	%	 	 	Totals of

 Affiliates	 	 	Affiliates

 %	 	 	Total
    of

 outstanding

 shares/warrants	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	31/12/2018	 	 	 	Shares	 	 	 	BALANCES:	 	 	 	1.420.464	 	 	 	44,30	%	 	 	5.423	 	 	 	0,17	%	 	 	5.742	 	 	 	0.18	%	 	 	11.886	 	 	 	0,37	%	 	 	1.443.515	 	 	 	44,98	%	 	 	3.209.327	 



 




     


     


    

 


SCHEDULE 3(s)


 


Globus Maritime Limited Group Current
Lenders


 


	Financial Institution and/or Lender	 	Current Outstanding Balance
	Macquarie Bank Intl	 	USD $13,500,000
	Firment Shipping Inc	 	USD $2,200,000
	Hamburg Commercial Bank AG	 	USD $22,162,645


 




     


     


    

 


SCHEDULE 3(t)


 


Not applicable


 




     


     


    

 


SCHEDULE 3(nn)


 


Not applicable


 




     


     


    

 


SCHEDULE 3(X)


 


Not applicable.


 




     


     


    

 


SCHEDULE 4(c)


 


Approximately $1,500,000 will be used to repay
unaffiliated debt, and the balance will be used for general corporate purposes, which may include the repayment of debt to affiliated
persons and the settling of invoices from affiliated service providers.


 




     


     


    

 


SCHEDULE 9(a)


 





Corporation Service Company (CSC)


1180 Avenue of the Americas


Suite 210


New York, New York 10036-8401, USA