Unassociated Document


     

    Exhibit
10.4

     

    BUSINESS
OPPORTUNITIES AGREEMENT

    


    This
Business Opportunities Agreement (this “Agreement”) is entered into
on, and effective as of, November 22, 2010, between Georgios Feidakis (the
“Founder”) and Globus
Maritime Limited, a Jersey company to be domesticated into the Republic of the
Marshall Islands (the “Company”).

    


    RECITALS

    


    WHEREAS,
the Founder and the Company and their respective affiliates are or in the future
may be engaged in businesses relating to dry bulk shipping; and

    


    WHEREAS,
the Founder and the Company wish to identify the circumstances when, and the
procedures pursuant to which, Business Opportunities (as hereinafter defined)
are divided between the Founder and the Company.

    


    NOW,
THEREFORE, in consideration of the premises and the mutual covenants and
obligations hereinafter set forth, the parties hereto hereby agree as
follows:

    


    
      	
              1.  

            	
              Corporate
      Opportunities.

            


    

    


    
      	
              a.  

            	
              The
      Founder agrees to disclose all Business Opportunities and the material
      facts attendant thereto, to the board of directors of the Company (the
      “Board”) for
      consideration by the Company.

            


    

    


    
      	
              b.  

            	
              If
      within seven (7) business days of the Founder disclosing the Business
      Opportunity to the Board, the Board fails to adopt a resolution (and to
      provide a copy of the same to the Founder) that provides that the Company
      will use its commercial best efforts to pursue such Business Opportunity,
      the Company will be deemed to have declined to pursue such Business
      Opportunity, in which event the Founder shall be free to pursue it for the
      Founder’s or his affiliates’ personal benefit. For the avoidance of doubt,
      any Business Opportunity that the Company fails to pursue, as defined in
      this clause, shall be treated as confidential and may not be disclosed by
      the Company to any third party, subject to applicable laws and rules and
      requirements of the U.S. Securities and Exchange Commission and any stock
      exchange upon which the securities of the Company
  trade.

            


    

    


    
      	
              c.  

            	
              For
      the purposes herein, “Business Opportunities”
      shall mean any business opportunities available to the Founder or to any
      affiliate of the Founder that he controls relating to dry bulk shipping
      which may arise during the Term, as defined below in Section 6, and which
      could reasonably be expected to be business opportunities that the Company
      might pursue.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
              2.  

            	
              Acknowledgment and
      Release.  The Company hereby
      (i) acknowledges and agrees that except as provided in this Agreement, the
      Founder shall not have any obligation to offer the Company any business
      opportunity (other than a Business Opportunity) or transaction; (ii)
      renounces any interest or expectancy in any permitted Business Opportunity
      pursued by the Founder in accordance with this Agreement; and (iii) waives
      any claim that any business opportunity, transaction or Business
      Opportunity pursued by the Founder constitutes a corporate opportunity of
      the Company, unless such opportunity was pursued by the Founder in
      violation of this Agreement.

            


    

    


    
      	
              3.  

            	
              Conduct of
      Business.  Neither the Founder or his affiliates nor a
      director, officer, employee or agent of the Founder or his affiliates,
      whether or not such person is also a director, officer, employee, agent or
      shareholder of the Company, shall be liable to the Company or its
      shareholders for breach of any fiduciary or other duty that such person
      may have by reason of the Founder or his affiliates undertaking any
      activity permitted in this
Agreement.

            


    

    


    
      	
              4.  

            	
              Additional Obligations of
      Founder.

            


    

    


    
      	
              a.  

            	
              The
      Founder hereby acknowledges and agrees that he and the affiliates he
      controls may acquire an interest of up to five (5) per cent of the issued
      ordinary share capital of a public company that carries on dry bulk
      shipping activities, provided neither he nor any such affiliate is
      directly or indirectly involved in the management of such
      company.

            


    

    


    
      	
              b.  

            	
              Neither
      the Founder nor any affiliate he controls shall during the Term and for
      six (6) months thereafter solicit any employee or officer of the Company
      or its subsidiaries, being an employee of a senior capacity (with
      seniority being determined by reference to an annual salary in excess of
      €100,000 per annum or more).

            


    

    


    
      	
              5.  

            	
              Other Conduct. Any conduct by the
      Founder or his affiliates that does not comply with this Agreement shall
      not by reason thereof void a transaction or make it voidable or be deemed
      a breach of any fiduciary or other duty that may be owed to the Company,
      but shall instead be governed by the Republic of the Marshall Islands
      Business Corporations Act or any other applicable
  law.

            


    

    


    
      	
              6.  

            	
              Term. This Agreement
      shall expire (other than Sections 4(b), 7, 8 and 11) on the first day on
      which the Founder no longer beneficially owns common shares or any other
      equity representing at least thirty (30) per cent of the combined voting
      power of all outstanding common shares or any other equity of the Company,
      or no longer serves as a director of the Company (the “Term”).

            


    

    


    
      	
              7.  

            	
              Governing
      Law.  This Agreement, except as provided for in Section 5
      and any mandatory provisions of the Republic of the Marshall Islands with
      regard to the Company, shall be governed by and construed in accordance
      with the substantive laws of the State of New
  York.

            


    

    


    
      	
              8.  

            	
              Arbitration.  All
      disputes arising out of or in connection with this Agreement shall be
      finally settled by arbitration under the Rules of Arbitration of the
      International Chamber of Commerce by one or more arbitrators appointed in
      accordance with the said Rules. The seat of the arbitration shall be
      Athens, Greece. Any award rendered by the arbitrator(s) may be recognized
      and enforced by any court having jurisdiction
  thereof.

            


    

    


    
      	
              9.  

            	
              Amendments;
      Waivers.  This Agreement may not be amended, changed,
      supplemented, waived or otherwise modified or terminated, except upon the
      execution and delivery of a written agreement executed by the parties
      hereto.  The failure of any party hereto to exercise any right,
      power or remedy provided under this Agreement or otherwise available in
      respect hereof at law or in equity, or to insist upon compliance by any
      other party hereto with its obligations hereunder, and any custom or
      practice of the parties at variance with the terms hereof, shall not
      constitute a waiver by such party of its right to exercise any such or
      other right, power or remedy or to demand such
  compliance.

            


    

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

       

    

    
      	
              10.  

            	
              Entire
      Agreement.  This Agreement constitutes the entire
      agreement between the parties hereto pertaining to its subject matter, and
      supersedes and replaces all prior agreements and understandings of the
      parties in connection with such subject
matter.

            


    

    


    
      	
              11.  

            	
              Notices.  All
      notices and other communications hereunder shall be given in writing and
      delivered personally, by registered or certified mail (postage prepaid,
      return receipt requested), by overnight courier postage prepaid),
      facsimile transmission or similar means, to the party to receive such
      notices or communications at the address set forth (or such other address
      as shall from time to time be designated by such party to the other party
      in accordance with this Section 11.

            


    

     

    
      
        	
                 
      

              	
                If
      to the Founder: 

              	
                Mr.
      Georgios Feidakis

                
                  c/o
      Global Maritime Limited

                  128
      Vouliagmenis Avenue, 3rd Floor

                  166
      74 Glyfada

                  Athens
      Greece

                

              


      

       

    

    
      	
               
      

            	
              If
      to the Company:

            	
              Globus
      Maritime Limited

              
                28
      Vouliagmenis Avenue, 3rd Floor

                166
      74 Glyfada

                Athens
      Greece

              

            


    

     

    All such
notices and communications hereunder shall be deemed given when received, as
evidenced by the signed acknowledgement of receipt of the person to whom such
notice or communication shall have been personally delivered, the
acknowledgement of receipt returned to the sender by the applicable authorities,
the confirmation of delivery rendered by the applicable overnight courier
service or the confirmation of a successful facsimile transmission of such
notice or communication.

    


    
      	
              12.  

            	
              Family
      Relationships.  Notwithstanding anything herein to the
      contrary, no family member above the age of 18 shall be considered an
      affiliate of the Founder, other than in connection with Section
      3.

            


    

    


    
      	
              13.  

            	
              Rights of Third Parties.
      The provisions of this Agreement are enforceable solely by the parties to
      this Agreement, and no shareholder of the Company or any other person
      shall have the right, separate and apart from the Company, to enforce any
      provision of this Agreement or to compel any party to this Agreement to
      comply with the terms of this
Agreement.

            


    

    


    
      	
              14.  

            	
              Further
      Assurances.  The parties hereto agree to execute and
      deliver such other documents or agreements and to use commercially
      reasonable efforts to take, or cause to be taken, such other actions and
      to do, or cause to be done, all other things, in each case necessary to
      desirable for the implementation of this Agreement, including but not
      limited to executing or causing a party’s affiliate to execute an
      agreement to terminate the Relationship Agreement dated May 31, 2007 among
      the Company, the Founder and Firment Trading
  Limited.

            


    

    


    
      	
              15.  

            	
              Headings.  The
      headings in this Agreement are for convenience of reference only and are
      not intended to be a part of this Agreement or to affect the meaning or
      interpretation of this Agreement.

            


    

    


    
      	
              16.  

            	
              Counterparts.  This
      Agreement may be executed in one or more counterparts, all of which taken
      together shall constitute one
agreement.

            


    

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

       

    

    IN WITNESS WHEREOF, the Founder and
the Company have executed this Agreement on the date first written
above.

     

    


    /s/ Georgios
Feidakis       

    Georgios
Feidakis

    


    


    


    GLOBUS
MARITIME LIMITED

    


    


    By:  /s/ Georgios
Karageorgiou        

         Name:
Georgios Karageorgiou

         Title:
Director

     

    
      
        
        

      

      
        
          Signature
Page – Business Opportunities Agreement