Exhibit 10.3


 


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:  March 13, 2019	Original Principal Amount: U.S.$5,000,000


 


FOR VALUE RECEIVED,
Globus Maritime Limited, a Marshall Islands corporation (the “Company”), hereby promises to pay to the order
of ARNAKI LTD. (“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 13, 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.


 


(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.


 




    	 	2	 



     


    

 


(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”).


 


(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.


 




    	 	3	 



     


    

 


(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.


 




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(e)          Right
of Alternate Conversion.


 


(i)          General.


 


(1)         Alternate
Optional Conversion. Subject to Section 3(d), at any time after June 7, 2019, 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).


 




    	 	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);


 


(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;


 




    	 	10	 



     


    

 


(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;


 


(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;


 




    	 	11	 



     


    

 


(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;


 


(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;


 




    	 	12	 



     


    

 


(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.


 


(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.


 




    	 	13	 



     


    

 


(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:


 


(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.


 




    	 	14	 



     


    

 


(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.


 




    	 	15	 



     


    

 


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).


 




    	 	16	 



     


    

 


(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.


 


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.


 




    	 	17	 



     


    

 


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.


 




    	 	18	 



     


    

 


 


(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”).


 


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.


 




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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.


 


(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.


 




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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.


 


(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.


 




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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.


 


(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.


 




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(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.


 


(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.


 




    	 	23	 



     


    

 


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).


 


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.


 




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(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.


 


(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).


 




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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.


 


(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.


 




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(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).


 


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.


 




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(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.


 


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.


 




    	 	29	 



     


    

 


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.


 


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”).


 




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(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.


 


(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.


 




    	 	31	 



     


    

 


(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.


 


(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.


 




    	 	32	 



     


    

 


(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.


 


(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.


 




    	 	33	 



     


    

 


(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.


 


(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.


 




    	 	34	 



     


    

 


(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.


 


(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.


 




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(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.


 


(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.


 




    	 	36	 



     


    

 


(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.


 




    	 	37	 



     


    

 


(z)          “Maturity
Date” shall mean March 13, 2020; 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.”


 


(gg)        “Redemption
Premium” means 120%.


 




    	 	38	 



     


    

 


(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.


 


(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).


 




    	 	39	 



     


    

 


(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.


 




    	 	40	 



     


    

 


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:	/S/ Athanasios Feidakis
	 		Name: Athanasios Feidakis
	 		Title: Chief Executive Officer, Chief Financial Officer, President


 


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: