Unassociated Document


    Exhibit
10.5

    


    REGISTRATION
RIGHTS AGREEMENT

    


    This
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and
entered into as of November 22, 2010, among Globus Maritime Limited, a
corporation to be domesticated under the laws of the Republic of the Marshall
Islands (the “Company”),
Firment Trading Limited, a company existing under the laws of Cyprus (“Firment”), and Kim Holdings
S.A., a company existing under the laws of the Republic of the Marshall Islands
(“Kim” and together with
Firment, the “Shareholders”).

    


    WHEREAS,
the Company has agreed to provide the Shareholders with certain registration
rights with respect to its shares of Common Stock (as hereinafter
defined).

    


    In
consideration of the mutual covenants and agreements herein contained and other
good and valid consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties to this Agreement hereby agree as
follows:

    


    
      	
              1.

            	
              Certain
      Definitions.

            


    

    


    In
addition to the terms defined elsewhere in this Agreement, the following terms
shall have the following meanings:

    


    “Affiliate” of any
Person means any other Person which directly or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with,
such Person.

    


    “Class B Shares” means
shares of the Class B common shares, par value $0.001 per share, of the
Company.

    


    “Common Stock” means
shares of common stock, par value $0.004 per share, of the Company, including
common stock issuable upon conversion of Class B Shares and any other shares
issued or issuable in exchange for or with respect to the common stock, par
value $0.004 per share, of the Company by way of a stock dividend, stock split
or combination of shares or in connection with a reclassification,
recapitalization, exchange, merger, consolidation or other
reorganization.

    


    “Control,” including
the terms “controlling,” “controlled by” and “under common control with,” means
the possession, directly or indirectly, of the power to direct or cause the
direction of the management and policies of a person, whether through the
ownership of voting shares, by contract or otherwise. A person who is the owner
of 20% or more of the outstanding voting shares of any corporation, partnership,
unincorporated association or other entity shall be presumed, for purposes of
this Agreement, to have control of such entity, in the absence of proof by a
preponderance of the evidence to the contrary. Notwithstanding the foregoing, a
presumption of control shall not apply where such person holds voting shares, in
good faith and not for the purpose of circumventing this provision, as an agent,
bank, broker, nominee, custodian or trustee for one or more owners who do not
individually or as a group have control of such entity.

    


    “Demand Registration”
has the meaning set forth in Section 2(a) hereof.

    


    “Dissolution” has the
meaning set forth in Section 7 hereof.

    


    “Effectiveness Period”
has the meaning set forth in Section 2(g) hereof.

    


    “Exchange Act” means
the Securities Exchange Act of 1934, as amended.

    


    “Form F-1” means the
Company’s registration statement on Form F-1, filed with the SEC for the initial
registration of the Common Stock.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    “Governmental Entity”
means any national, federal, state, municipal, local, territorial, foreign or
other government or any department, commission, board, bureau, agency,
regulatory authority or instrumentality thereof, or any court, judicial,
administrative or arbitral body or public or private tribunal.

    


    “Holder” means any
Person that owns Registrable Shares, including the Shareholders, their
Affiliates and such successors and permitted assigns as acquire Registrable
Shares, directly or indirectly, from such Person. For purposes of this
Agreement, the Company may deem and treat the registered holder of Registrable
Shares as the Holder and absolute owner thereof, and the Company shall not be
affected by any notice to the contrary.

    


    “Initiating Holders”
has the meaning set forth in Section 2(a) hereof.

    


    “Losses” has the
meaning set forth in Section 8(a) hereof.

    


    “Person” means any
individual, sole proprietorship, partnership, limited liability company, joint
venture, trust, incorporated or unincorporated organization, association,
corporation, institution, public benefit corporation, Governmental Entity or any
other entity.

    


    “Piggyback
Registration” has the meaning set forth in Section 4(a)
hereof.

    


    “Prospectus” means the
prospectus or prospectuses included in any Registration Statement, as amended or
supplemented by any prospectus supplement, with respect to the terms of the
offering of any portion of the Registrable Shares covered by such Registration
Statement and by all other amendments and supplements to the prospectus,
including post-effective amendments and all material incorporated by reference
in such prospectus or prospectuses.

    


    “Qualifying Event”
means the date on which the Form F-1 has been declared effective by the
SEC.

    


    “Registrable Shares”
means shares of Common Stock held by the Shareholders or any Affiliate of the
Shareholders, shares of Common Stock receivable upon the conversion of Class B
Shares held by the Shareholders or any Affiliate of the Shareholders or any
shares of any successor or acquiror of the Company issued in exchange or
substitution for any of the foregoing in connection with any acquisition,
merger, combination or similar transaction involving the Company or any
successor of the Company; provided, however, that
Registrable Shares shall not include any securities sold by a Person to the
public either pursuant to a Registration Statement or Rule 144 or any securities
that may be sold pursuant to Rule 144 without restriction or limitation on
volume or manner of sale.

    


    “Registration
Expenses” has the meaning set forth in Section 6(a) hereof.

    


    “Registration
Statement” means any registration statement of the Company which covers
any of the Registrable Shares pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such Registration
Statement, including post-effective amendments, all exhibits and all materials
incorporated by reference in such Registration Statement.

    


    “SEC” means the U.S.
Securities and Exchange Commission.

    


    “Securities Act” means
the Securities Act of 1933, as amended.

    


    “Shelf Registration”
has the meaning set forth in Section 3(a) hereof.


    
      
         


      

      
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    “Suspension Notice”
has the meaning set forth in Section 5(f) hereof.

    


    “Underwritten
Offering” means a registration in which securities of the Company are
sold to underwriters for reoffering to the public.

    


    “Withdrawn Demand
Registration” has the meaning set forth in Section 2(g)
hereof.

    


    
      	
              2.

            	
              Demand
      Registration.

            


    

    


    (a)           Right to Request
Registration. Subject to Section 2(d) hereof, at any time commencing one
(1) year after the Qualifying Event, any Holder or Holders (“Initiating Holders”) shall
have the right to require the Company to register under the Securities Act
(“Demand Registration”)
all or part of the Registrable Shares; provided, however, that each
Demand Registration be for Registrable Shares.

    


    Within
ten (10) days after receipt of any such request for Demand Registration, the
Company shall give written notice of such request to all other Holders of
Registrable Shares and shall, subject to the provisions of Section 2(d) hereof,
include in such registration all such Registrable Shares with respect to which
the Company has received written requests for inclusion therein within fifteen
(15) days after the receipt of the Company’s notice.

    


    (b)           Number of Demand
Registrations. Subject to the provisions of Section 2(a), the Initiating
Holders of Registrable Shares shall collectively be entitled to request an
aggregate of two (2) Demand Registrations in any one twelve (12) month period
and a maximum of three (3) Demand Registrations in total. A registration shall
not count as one of the permitted Demand Registrations (i) until it has become
effective, (ii) if the Initiating Holders requesting such registration are not
able to have registered and sold at least 50% of the Registrable Shares
requested by such Initiating Holders to be included in such registration or
(iii) in the case of a Demand Registration that would be the last permitted
Demand Registration requested hereunder, if the Initiating Holders requesting
such registration are not able to have registered and sold all of the
Registrable Shares requested to be included by such Initiating Holders in such
registration.

    


    (c)           Allocation of Securities
Included in Registration Statement. If any requested registration made
pursuant to Section 2(a) involves an Underwritten Offering and the managing
underwriters of the requested Demand Registration advise the Company in writing
that in their opinion the number of Registrable Shares proposed to be included
in any such registration exceeds the number of securities which can be sold in
such offering without having an adverse affect on such offering, including the
price at which such Registrable Shares can be sold, the Company shall include in
such registration only the number of Registrable Shares which in the reasonable
opinion of such managing underwriters can be sold without having the adverse
effect referred to above. If the number of shares which can be sold without
having the adverse effect referred to above is less than the number of
Registrable Shares proposed to be registered, the amount of Registrable Shares
to be so sold shall be allocated pro rata among the Holders of Registrable
Shares desiring to participate in such registration on the basis of the amount
of such Registrable Shares initially proposed to be registered by such Holders.
If the number of shares which can be sold exceeds the number of Registrable
Shares proposed to be sold, such excess shall be allocated pro rata among the
other holders of securities, if any, desiring to participate in such
registration based on the amount of such securities initially requested to be
registered by such holders or as such holders may otherwise
agree.


    
      
         


      

      
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    (d)           Restrictions on Demand
Registrations. The Company shall not be obligated to effect any Demand
Registration within three (3) months after the termination of an offering under
a previous Demand Registration or a previous registration under which the
Initiating Holder had piggyback rights pursuant to Section 4 hereof where the
Initiating Holder was permitted to register and sell 50% or more of the
Registrable Shares requested to be included therein. The Company may postpone
for up to ninety (90) days the filing or the effectiveness of a Registration
Statement for a Demand Registration if (i) the Company’s board of directors
reasonably determines that a Demand Registration would reasonably be expected to
materially and adversely affect an offering of securities of the Company, the
preparation of which had then been commenced, (ii) the Company is in possession
of material non-public information the disclosure of which during the period
specified in such notice the Company’s board of directors reasonably believes
would not be in the best interests of the Company, (iii) the Company, in its
good faith judgment, determines that any registration of Registrable Shares
should not be made or continued because it would materially interfere with any
material financing, acquisition, corporate reorganization or merger or other
transactions or events involving the Company or any of its subsidiaries or (iv)
such Demand Registration would render the Company unable to comply with the
requirements of applicable securities laws; provided, however, that in
the event described above, the Initiating Holders requesting such Demand
Registration shall be entitled to withdraw such request prior to its effective
date and, if such request is withdrawn, such Demand Registration shall not count
as one of the permitted Demand Registrations. The Company shall provide written
notice to the Initiating Holders requesting such Demand Registration of (i) any
postponement or withdrawal of the filing or effectiveness of a Registration
Statement pursuant to this Section 2(d), (ii) the Company’s decision to file or
seek effectiveness of such Registration Statement following such withdrawal or
postponement and (iii) the effectiveness of such Registration Statement. The
Company may defer the filing of a particular Registration Statement pursuant to
this Section 2(d) only once during any twelve (12) month period.

    


    (e)           Withdrawal by
Holders.  Any Holder requesting a Demand Registration will be
permitted to withdraw in good faith all or part of the Registrable Shares from
such Demand Registration at any time prior to the date the Commission declares
effective the Registration Statement relating to such Demand Registration, in
which event the Company will promptly amend or, if applicable, terminate or
withdraw the related Registration Statement; provided, however, that if
the Holder requesting a Demand Registration pursuant to this Section 2(e)
withdraws from such registration, such registration shall count as a Demand
Registration unless such Holder pays all of the out-of-pocket expenses of the
Company in connection with such registration.

    


    (f)           
Selection of
Underwriters.      If any of the
Registrable Shares covered by a Demand Registration are to be sold in an
Underwritten Offering, the Initiating Holders shall have the right, but not the
obligation, to select the managing underwriter(s) to administer the offering
subject to the approval of the Company, which approval shall not be unreasonably
withheld or delayed.

    


    (g)           Effective Period of Demand
Registrations. The Company will use its reasonable best efforts to comply
with all necessary provisions of the federal securities laws in order to keep
each Registration Statement relating to a Demand Registration effective for a
period of (i) in the case of an Underwritten Offering, three (3) months from its
effectiveness date, or (ii) in any other case, the lesser of three (3) months or
such shorter period as will terminate when all Registrable Shares covered by
such Registration Statement have been sold pursuant to such Registration
Statement (the “Effectiveness
Period”).  If the Company shall withdraw any Demand
Registration pursuant to Section 2(d) (a “Withdrawn Demand
Registration”), the Initiating Holders of the Registrable Shares
remaining unsold and originally covered by such Withdrawn Demand Registration
shall be entitled to a replacement Demand Registration which (subject to the
provisions of this Section 2) the Company shall use its reasonable best efforts
to keep effective for a period commencing on the effective date of such Demand
Registration and ending on the earlier to occur of the date (i) in the case of
an Underwritten Offering, three (3) months from its effectiveness date, or (ii)
in any other case, the lesser of three (3) months or such shorter period as will
terminate when all Registrable Shares covered by such Registration Statement
have been sold pursuant to such Registration Statement.


    
      
         


      

      
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              3.

            	
              Shelf
      Registration.

            


    

    


    (a)           At
such time as the Company is able to use Form F-3 under the Securities Act (or
any successor or similar form) for sales of Registrable Shares by a Holder, at
the request of one or more Holders, the Company shall use its reasonable best
efforts to effect, as expeditiously as possible, the registration under the
Securities Act of any number of Registrable Shares for which it receives
requests in accordance with Section 2(a) (the “Shelf Registration”). The
Company shall use its reasonable best efforts to cause such Registration
Statement to become effective as promptly as practicable and maintain the
effectiveness of such Registration Statement (subject to the terms and
conditions herein) for a period ending on the earlier of (i) three (3) years
following the date on which such Registration Statement first becomes effective
(but one (1) year if the Company is not able to continue to use Form F-3 under
the Securities Act (or any successor or similar form)), (ii) the date on which
all Registrable Shares covered by such Registration Statement have been sold,
and the distribution contemplated thereby has been completed, (iii) the date on
which all Registrable Shares covered by such Registration Statement have become
freely saleable pursuant to Rule 144 without restriction or limitation on volume
or manner of sale.

    


    (b)           The
Registration Statement pursuant to this Section 3 shall, to the extent possible
under applicable law, be effected to permit sales on a continuous basis pursuant
to Rule 415 under the Securities Act. Any sale pursuant to the Shelf
Registration pursuant to this Section 3 may or may not be underwritten; provided, however, that (i)
Holders may request any underwritten takedown only to be effected as a Demand
Registration (in which event, unless such Demand Registration would not require
representatives of the Company to meet with prospective purchasers of the
Company’s securities, a Demand Registration must be available thereunder and the
number of Demand Registrations available shall be reduced by one subject to
Section 2(b)) or (ii) Holders may request an unlimited number of underwritten
takedowns to be effected in accordance with the terms of Section 4.

    


    (c)           In
the event of a request for a Shelf Registration pursuant to Section 3(a), the
Company shall give written notice of the proposed filing of the Registration
Statement in connection therewith to all Holders of Registrable Shares offering
to each such Holder the opportunity to have any or all of the Registrable Shares
held by such Holder included in such registration statement. Each Holder of
Registrable Shares desiring to have its Registrable Shares registered under this
Section 3(c) shall so advise the Company in writing within fifteen (15) days
after the date of such notice from the Company (which request shall set forth
the amount of Registrable Shares for which registration is requested), and the
Company shall include in such Registration Statement all such Registrable Shares
so requested to be included therein.

    


    (d)           The
number, percentage, fraction or kind of shares referred to in this Section 3
shall be appropriately adjusted for any stock dividend, stock split, reverse
stock split, combination, recapitalization, reclassification, merger or
consolidation, exchange or distribution in respect of the shares of Common
Stock.

    


    (e)           
The Company, and any other holder of the Company’s securities who has
registration rights, may include its securities in any Shelf Registration
effected pursuant to this Section 3.


    
      
         


      

      
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              4.

            	
              Piggyback
      Registration.

            


    

    


    (a)           Right to Piggyback.
If at any time commencing one (1) year following the Qualifying Event, the
Company proposes to register any of its common equity securities under the
Securities Act (other than a registration statement on Form S-8, Form F-8 or on
Form F-4 or any similar successor forms thereto or a registration statement
covering an offering of convertible securities), whether for its own account or
for the account of one or more stockholders of the Company, and the registration
form to be used may be used for any registration of Registrable Shares (a “Piggyback Registration”), the
Company shall give prompt written notice to each Holder of Registrable Shares of
its intention to effect such a registration and, subject to Sections 4(b) and
4(c), shall include in such registration all Registrable Shares with respect to
which the Company has received written requests for inclusion therein within
fifteen (15) days after the effectiveness of the Company’s notice, provided, however, that the Company
shall not be required to register any Registrable Shares pursuant to this
Section 4(a) that are eligible for sale pursuant to Rule 144 without restriction
or limitation on volume or manner of sale. The Company may postpone or withdraw
the filing or the effectiveness of a Piggyback Registration at any time in its
sole discretion.

    


    (b)           Priority on Primary
Registrations. If a Piggyback Registration is an underwritten primary
registration on behalf of the Company, and the managing underwriters advise the
Company in writing that in their opinion the number of securities requested to
be included in such registration exceeds the number which can be sold in such
offering without having an adverse effect on such offering, the Company shall
include in such registration (i) first, the securities the Company proposes to
sell, (ii) second, the Registrable Shares requested to be included therein by
the Holders, pro rata among the Holders of such Registrable Shares on the basis
of the number of shares requested to be registered by such Holders, and (iii)
third, other securities requested to be included in such registration pro rata
among the holders of such securities on the basis of the number of shares
requested to be registered by such holders or as such holders may otherwise
agree.

    


    (c)           Priority on Secondary
Registrations. If a Piggyback Registration is an underwritten secondary
registration on behalf of a holder of the Company’s securities other than
Registrable Shares, and the managing underwriters advise the Company in writing
that in their opinion the number of securities requested to be included in such
registration exceeds the number which can be sold in such offering without
having an adverse effect on such offering, the Company shall include in such
registration (i) first, the securities requested to be included therein by the
holders requesting such registration and the Registrable Shares requested to be
included in such registration, pro rata among the holders of such securities on
the basis of the number of shares requested to be registered by such holders,
and (ii) second, other securities requested to be included in such registration
pro rata among the holders of such securities on the basis of the number of
shares requested to be registered by such holders or as such holders may
otherwise agree.

    


    (d)           Selection of
Underwriters. If any Piggyback Registration is an underwritten primary
offering, the Company shall have the right, but not the obligation, to select
the managing underwriter or underwriters to administer any such offering. If the
Piggyback Registration is an underwritten secondary offering, the holders of a
majority (in value) of the securities to be included in such offering shall have
the right, but not the obligation, to select the managing underwriter or
underwriters to administer any such offering subject to the approval of the
Company, which approval shall not be unreasonably withheld or delayed, provided that, if holders of
a majority (in value) do not select such managing underwriter or underwriters
within (15) days after the effectiveness of the Company’s notice contemplated by
Section 4(a), the Company shall have the right, but not the obligation, to
select such managing underwriter or underwriters.

    


    (e)           Other Registrations.
If the Company has previously filed a Registration Statement with respect to
Registrable Shares, and if such previous registration has not been withdrawn or
abandoned, the Company shall not be obligated to cause to become effective any
other registration of any of its securities under the Securities Act, whether on
its own behalf or at the request of any holder or holders of such securities,
until a period of at least ninety (90) days has elapsed from the termination of
the offering under the previous registration.


    
      
         


      

      
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              5.

            	
              Registration
      Procedures.

            


    

    


    (a)           Whenever
the Holders request that any Registrable Shares be registered pursuant to this
Agreement, the Company shall use its reasonable best efforts to effect the
registration and the sale of such Registrable Shares in accordance with the
intended methods of disposition thereof, and pursuant thereto the Company
shall:

    


    (i)           prepare
and file with the SEC a Registration Statement with respect to such Registrable
Shares and use its reasonable best efforts to cause such Registration Statement
to become effective as soon as practicable thereafter; and before filing a
Registration Statement or Prospectus or any amendments or supplements thereto,
furnish to the Holders of Registrable Shares covered by such Registration
Statement and the underwriter or underwriters, if any, copies of all such
documents proposed to be filed, including documents incorporated by reference in
the Prospectus and, if requested by such Holders, the exhibits incorporated by
reference, and such Holders shall have the opportunity to object to any
information pertaining to such Holders that is contained therein and the Company
will make the corrections reasonably requested by such Holders with respect to
such information prior to filing any Registration Statement or amendment thereto
or any Prospectus or any supplement thereto;

    


    (ii)          prepare
and file with the SEC such amendments and supplements to such Registration
Statement and the Prospectus used in connection therewith as may be necessary to
keep such Registration Statement effective for a period of not less than 180
days, in the case of a Demand Registration or such shorter period as is
necessary to complete the distribution of the securities covered by such
Registration Statement and comply with the provisions of the Securities Act with
respect to the disposition of all securities covered by such Registration
Statement during such period in accordance with the intended methods of
disposition by the sellers thereof set forth in such Registration
Statement;

    


    (iii)         furnish
to each seller of Registrable Shares such number of copies of such Registration
Statement, each amendment and supplement thereto, the Prospectus included in
such Registration Statement (including each preliminary Prospectus) and such
other documents as such seller may reasonably request in order to facilitate the
disposition of the Registrable Shares owned by such seller;

    


    (iv)         use
its reasonable best efforts to register or qualify such Registrable Shares under
such other securities or “blue sky” laws of such jurisdictions as any seller
reasonably requests and do any and all other acts and things which may be
reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Shares owned by such
seller; provided, however, that the Company
will not be required to (A) qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify but for this subparagraph
5(a)(iv), (B) subject itself to taxation in any such jurisdiction, or (C)
consent to general service of process in any such jurisdiction;

    


    (v)          promptly
notify each seller of such Registrable Shares, at any time when a Prospectus
relating thereto is required to be delivered under the Securities Act, of the
occurrence of any event as a result of which the Prospectus included in such
Registration Statement contains an untrue statement of a material fact or omits
any fact necessary to make the statements therein not misleading, and, at the
request of any such seller, the Company shall prepare a supplement or amendment
to such Prospectus so that, as thereafter delivered to the purchasers of such
Registrable Shares, such Prospectus shall not contain an untrue statement of a
material fact or omit to state any material fact necessary to make the
statements therein not misleading;


    
      
         


      

      
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    (vi)         in
the case of an Underwritten Offering, enter into such customary agreements
(including underwriting agreements in customary form with customary
indemnification provisions reasonably acceptable to the Company) and take all
such other actions as the Holders of a majority of the Registrable Shares being
sold or the underwriters reasonably request in order to expedite or facilitate
the disposition of such Registrable Shares and cause to be delivered to the
underwriters and the sellers, if any, opinions of counsel to the Company in
customary form, covering such matters as are customarily covered by opinions for
an underwritten public offering as the underwriters may request and addressed to
the underwriters and the sellers;

    


    (vii)        make
available for reasonable inspection during normal business hours by any seller
of Registrable Shares, any underwriter participating in any disposition pursuant
to such Registration Statement, and any attorney, accountant or other agent
retained by any such seller or underwriter, all financial and other records,
pertinent corporate documents and properties of the Company, and cause the
Company’s officers, directors, employees and independent accountants to supply
all information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such Registration Statement, subject to
any confidentiality and other restrictions which the Company reasonably deems
necessary;

    


    (viii)       use
its reasonable best efforts to cause all such Registrable Shares to be listed on
the principal securities exchange on which securities of the same class issued
by the Company are then listed;

    


    (ix)          if
requested, cause to be delivered, immediately prior to the effectiveness of the
Registration Statement (and, in the case of an Underwritten Offering, at the
time of delivery of any Registrable Shares sold to the underwriters pursuant
thereto), letters from the Company’s independent certified public accountants
addressed to each underwriter, if any, stating that such accountants are
independent public accountants within the meaning of the Securities Act and the
applicable rules and regulations adopted by the SEC thereunder, and otherwise in
customary form and covering such financial and accounting matters as are
customarily covered by letters of the independent certified public accountants
delivered in connection with primary or secondary underwritten public offerings,
as the case may be;

    


    (x)           make
generally available to its stockholders a consolidated earnings statement (which
need not be audited) for the twelve (12) months beginning after the effective
date of a Registration Statement as soon as reasonably practicable after the end
of such period, which earnings statement shall satisfy the requirements of an
earning statement under Section 11(a) of the Securities Act; and

    


    (xi)         promptly
notify each seller of Registrable Shares and the underwriter or underwriters, if
any:

    


    (A)           
when the Registration Statement, the Prospectus or any Prospectus supplement or
post-effective amendment to the Registration Statement has been filed and, with
respect to the Registration Statement or any post-effective amendment, when the
same has become effective;

    


    (B)           
of any written comments of the SEC or of any written request by the SEC for
amendments or supplements to the Registration Statement or
Prospectus;


    
      
         


      

      
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    (C)                of
the notification to the Company by the SEC of its initiation of any proceeding
with respect to the issuance by the SEC of any stop order suspending the
effectiveness of the Registration Statement; and

    


    (D)           of
the receipt by the Company of any notification with respect to the suspension of
the qualification of any Registrable Shares for sale under the applicable
securities or “blue sky” laws of any jurisdiction.

    


    (b)           The
Company shall use its reasonable best efforts to ensure that no Registration
Statement (including any amendments or supplements thereto and Prospectuses
contained therein) shall contain any untrue statement of a material fact or omit
to state a material fact required to be stated therein, or necessary to make the
statements therein not misleading (except, with respect to any Holder, for an
untrue statement or alleged untrue statement of a material fact or omission or
alleged omission of a material fact made in reliance on and in conformity with
written information furnished to the Company by or on behalf of such Holder
specifically for use therein).

    


    (c)           
The Company shall make available to each Holder whose Registrable Shares are
included in a Registration Statement (i) promptly after the same is prepared and
publicly distributed, filed with the SEC, or received by the Company, one copy
of each Registration Statement and any amendment thereto, each preliminary
Prospectus and Prospectus and each amendment or supplement thereto, each letter
written by or on behalf of the Company to the SEC or the staff of the SEC (or
other governmental agency or self-regulatory body or other body having
jurisdiction, including any domestic or foreign securities exchange), and each
item of correspondence from the SEC or the staff of the SEC (or other
governmental agency or self-regulatory body or other body having jurisdiction,
including any domestic or foreign securities exchange), in each case relating to
such Registration Statement (other than any portion thereof which contains
information for which the Company has sought confidential treatment), and (ii)
such number of copies of a Prospectus, including a preliminary Prospectus, and
all amendments and supplements thereto and such other documents as such Holder
may reasonably request in order to facilitate the disposition of the Registrable
Shares owned by such Holder. The Company will promptly notify each Holder of the
effectiveness of each Registration Statement or any post-effective amendment.
The Company will promptly respond to any and all comments received from the SEC,
with a view towards causing each Registration Statement or any amendment thereto
to be declared effective by the SEC as soon as reasonably practicable and shall
file an acceleration request as soon as reasonably practicable following the
resolution or clearance of all SEC comments or, if applicable, following
notification by the SEC that any such Registration Statement or any amendment
thereto will not be subject to review.

    


    (d)           At
all times after the Company has filed a registration statement with the SEC
pursuant to the requirements of either the Securities Act or the Exchange Act,
the Company shall file all reports required to be filed by it under the
Securities Act and the Exchange Act and the rules and regulations adopted by the
SEC thereunder, and take such further action as any Holders may reasonably
request, to the extent required to enable such Holders to be eligible to sell
Registrable Shares pursuant to Rule 144 (or any similar rule then in
effect).

    


    (e)           
The Company may require each seller of Registrable Shares as to which any
registration is being effected to furnish in writing to the Company any other
information regarding such seller and the distribution of such securities as the
Company may from time to time reasonably request in writing, including, but not
limited to, a shareholder questionnaire that may include a certified statement
as to the number of shares of Common Stock beneficially owned by each Holder and
the natural persons thereof that have voting and dispositive control over the
Registrable Shares.


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

    


    (f)           Each
seller of Registrable Shares agrees by having its shares treated as Registrable
Shares hereunder that, upon notice that the Prospectus included in such
Registration Statement (or any document incorporated therein) contains an untrue
statement of a material fact or omits any material fact necessary to make the
statements therein not misleading or that such Prospectus or Registration
Statement (or any document incorporated therein) must be amended or supplemented
for any other reason (a “Suspension Notice”), such
seller will forthwith immediately discontinue disposition of Registrable Shares
for a reasonable length of time not to exceed sixty (60) days until such seller
is advised in writing by the Company that the use of the Prospectus may be
resumed and is furnished with a supplemented or amended Prospectus as
contemplated by Section 5(a)(v) hereof, and, if so directed by the Company, such
seller will deliver to the Company (at the Company’s expense) all copies, other
than permanent file copies then in such seller’s possession, of the Prospectus
covering such Registrable Shares current at the time of receipt of such notice;
provided, however, that
such postponement of sales of Registrable Shares by the Holders shall not exceed
ninety (90) days in the aggregate in any one (1) year. If the Company shall give
any notice to suspend the disposition of Registrable Shares pursuant to a
Prospectus, the Company shall extend the period of time during which the Company
is required to maintain the Registration Statement effective pursuant to this
Agreement by the number of days during the period from and including the date of
the giving of such notice to and including the date such seller either is
advised by the Company that the use of the Prospectus may be resumed or receives
the copies of the supplemented or amended Prospectus contemplated by Section
5(a)(v). In any event, the Company shall not be entitled to deliver more than
three (3) Suspension Notices in any one (1) year.

    


    
      	
              6.

            	
              Registration
      Expenses.

            


    

    


    (a)           All
expenses incident to the Company’s performance of or compliance with this
Agreement, including, without limitation, all registration and filing fees, fees
and expenses of compliance with securities or “blue sky” laws, listing
application fees, printing expenses, transfer agent’s and registrar’s fees, cost
of distributing Prospectuses in preliminary and final form as well as any
supplements thereto, and fees and disbursements of counsel for the Company and
all independent certified public accountants and other Persons retained by the
Company (all such expenses being herein called “Registration Expenses”) (but
not including any underwriting discounts or commissions attributable to the sale
of Registrable Shares, any taxes of any kind (including, without limitation,
transfer taxes) with respect to any disposition, sale or transfer of Registrable
Shares, or fees and expenses of more than one counsel representing the Holders
of Registrable Shares), shall be borne by the Company. In addition, the Company
shall pay its internal expenses (including, without limitation, all salaries and
expenses of its officers and employees performing legal or accounting duties),
the expense of any annual audit or quarterly review, the expense of any
liability insurance which the Company may elect to obtain and the expenses and
fees for listing the securities to be registered on each securities exchange on
which they are to be listed.

    


    (b)           
In connection with each registration initiated hereunder (whether a Demand
Registration or a Piggyback Registration), the Company shall reimburse the
Holders covered by such registration or sale for the reasonable fees and
reasonable disbursements of one law firm, plus local counsel as necessary,
chosen by the Holders of a majority of the Registrable Shares included in such
registration or sale.

    


    (c)           
The obligation of the Company to bear the expenses described in Section 6(a) and
to reimburse the Holders for the expenses described in Section 6(b) shall apply
irrespective of whether a registration, once properly demanded, if applicable,
becomes effective, is withdrawn or suspended, is converted to another form of
registration and irrespective of when any of the foregoing shall occur; provided, however, that
Registration Expenses for any supplements or amendments to a Registration
Statement or Prospectus resulting from a misstatement furnished to the Company
by a Holder shall be borne by such Holder. If any Registration Statement for a
Demand Registration is withdrawn solely at the request of a Holder of
Registrable Shares (unless withdrawn following postponement of filing by the
Company in accordance with Sections 2(d)(i) or (ii)) and such request is the
second or subsequent such withdrawal request by any Holder complied with by the
Company, then at the election of the requesting Holder, either such Holder shall
bear the Registration Expenses for such Registration Statement, or the number of
Demand Registrations available to such Holder shall be reduced by
one.


    
      
         


      

      
        10

        
          

        

      

      
         


      

    

    


    
      	
              7.

            	
              Distribution
      of Rights upon Dissolution of the
  Shareholder.

            


    

    


    If at any
time after the execution date of this Agreement, a Shareholder ceases to exist
for any reason as a legal entity (a “Dissolution”) and prior to
such Dissolution the Shareholder distributed its shares in the Company to its
members or if the Shareholder has otherwise distributed such shares to its
members, then such members shall have the same rights and obligations under this
Agreement as granted to the Shareholder as if such Dissolution had not
occurred.

    


    
      	
              8.

            	
              Indemnification.

            


    

    


    (a)           The
Company shall indemnify, to the fullest extent permitted by law, each Holder,
each underwriter for such Holder, their respective officers, directors and
Affiliates and each Person who controls such Holder or underwriter (within the
meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses (collectively, “Losses”), arising out of or
based upon any untrue or alleged untrue statement of material fact contained in
any Registration Statement, Prospectus or preliminary Prospectus or any
amendment thereof or supplement thereto or any omission or alleged omission of a
material fact required to be stated therein or necessary to make the statements
therein not misleading or any violation or alleged violation by the Company of
the Securities Act, the Exchange Act or applicable “blue sky” laws, except
insofar as the same are made in reliance and in conformity with information
relating to such Holder furnished in writing to the Company by such Holder
expressly for use therein or caused by such Holder’s failure to deliver to such
Holder’s immediate purchaser a copy of the Registration Statement or Prospectus
or any amendments or supplements thereto (if the same was required by applicable
law to be so delivered).

    


    (b)           In
connection with any Registration Statement in which a Holder of Registrable
Shares is participating, each such Holder shall furnish to the Company in
writing such information and affidavits as the Company reasonably requests for
use in connection with any such Registration Statement or Prospectus and, shall
indemnify, to the fullest extent permitted by law, the Company, its officers,
directors Affiliates, and each Person who controls the Company (within the
meaning of the Securities Act) against all Losses arising out of or based upon
any untrue or alleged untrue statement of material fact contained in the
Registration Statement, Prospectus or preliminary Prospectus or any amendment
thereof or supplement thereto or any omission or alleged omission of a material
fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that the same are made in reliance and in
conformity with information relating to such Holder furnished in writing to the
Company by such Holder expressly for use therein or caused by such Holder’s
failure to deliver to such Holder’s immediate purchaser a copy of the
Registration Statement or Prospectus or any amendments or supplements thereto
(if the same was required by applicable law to be so delivered) after the
Company has furnished such Holder with a sufficient number of copies of the
same; provided,
however, that the obligation to indemnify shall be several, not joint and
several, among such Holders and the liability of each such Holder shall be in
proportion to and limited to the net amount received by such Holder from the
sale of Registrable Shares pursuant to such Registration
Statement.


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

    


    (c)           
Any Person entitled to indemnification hereunder shall (i) give prompt written
notice to the indemnifying party of any claim with respect to which it seeks
indemnification; provided, however, that the
failure to notify the indemnifying party shall not relieve the indemnifying
party from any liability that it may have under this Section 8 except to the
extent that it has been materially prejudiced (through the forfeiture of
substantive rights or defenses) by such failure; and provided, further, that the
failure to notify the indemnifying party shall not relieve the indemnifying
party from any liability that it may have to an indemnified party otherwise than
under this Section 8 and (ii) unless in such indemnified party’s reasonable
judgment a conflict of interest between such indemnified and indemnifying
parties may exist with respect to such claim, permit such indemnifying party to
assume the defense of such claim with counsel reasonably satisfactory to the
indemnified party. If such defense is assumed, the indemnifying party shall not
be subject to any liability for any settlement made by the indemnified party
without its consent (but such consent will not be unreasonably withheld). An
indemnifying party who is not entitled to, or elects not to, assume the defense
of a claim shall not be obligated to pay the fees and expenses of more than one
counsel for all parties indemnified by such indemnifying party with respect to
such claim, unless in the reasonable judgment of any indemnified party there may
be one or more legal or equitable defenses available to such indemnified party
which are in addition to or may conflict with those available to another
indemnified party with respect to such claim. Failure to give prompt written
notice shall not release the indemnifying party from its obligations
hereunder.

    


    (d)           
The indemnification provided for under this Agreement shall remain in full force
and effect regardless of any investigation made by or on behalf of the
indemnified party or any officer, director or controlling Person of such
indemnified party and shall survive the transfer of securities.

    


    (e)           
If the indemnification provided for in or pursuant to this Section 8 is due in
accordance with the terms hereof, but is held by a court to be unavailable or
unenforceable in respect of any Losses referred to herein, then each applicable
indemnifying party, in lieu of indemnifying such indemnified party, shall
contribute to the amount paid or payable by such indemnified Person as a result
of such Losses in such proportion as is appropriate to reflect the relative
fault of the indemnifying party on the one hand and of the indemnified party on
the other in connection with the statements or omissions which result in such
Losses as well as any other relevant equitable considerations. The relative
fault of the indemnifying party on the one hand and of the indemnified Person on
the other shall be determined by reference to, among other things, whether the
untrue or alleged untrue statement of a material fact or the omission or alleged
omission to state a material fact relates to information supplied by the
indemnifying party or by the indemnified party, and by such party’s relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission. In no event shall the liability of any selling
Holder be greater in amount than the amount of net proceeds received by such
Holder upon such sale or the amount for which such indemnifying party would have
been obligated to pay by way of indemnification if the indemnification provided
for under Section 8(a) or 8(b) hereof had been available under the
circumstances.

    


    
      	
              9.

            	
              Participation
      in Underwritten Offerings.

            


    

    


    No Person
may participate in any registration hereunder which is underwritten unless such
Person (a) agrees to sell such Person’s securities on the basis provided in any
underwriting arrangements approved by the Person or Persons entitled hereunder
to approve such arrangements and (b) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.

    


    
      	
              10.

            	
              Rule
      144.

            


    

    


    The
Company covenants that it will use reasonable best efforts to file the reports
required to be filed by it under the Securities Act and the Exchange Act and the
rules and regulations adopted by the SEC thereunder, and it will take such
further action as any Holder may reasonably request to make available adequate
current public information with respect to the Company meeting the current
public information requirements of Rule 144 under the Securities Act, to the
extent required to enable such Holder to sell Registrable Shares without
registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, as such Rule may be amended
from time to time or (ii) any similar rule or regulation hereafter adopted by
the SEC. Upon the request of any Holder, the Company will deliver to such Holder
a written statement as to whether it has complied with such information and
requirements.


    
      
         


      

      
        12

        
          

        

      

      
         


      

    

    


    
      	
              11.

            	
              Miscellaneous.

            


    

    


    (a)           Notices. All notices,
requests, consents and other communications required or permitted hereunder
shall be in writing and shall be hand delivered or mailed postage prepaid by
registered or certified mail or by facsimile transmission (with immediate
telephone confirmation thereafter),

    


    
      
        	
                if
      to the Company:

              	 
      	
                Globus
      Maritime Limited

                c/o
      Globus Shipmanagement Corp.

                128
      Vouliagmenis Avenue, 3rd Floor

                166
      74 Glyfada  Athens, Greece

                Attention:
      Chief Financial Officer

                Fax:
      +30 2210 960 8300

              
	 
      	 
      	 
      
	
                with
      copies (which shall not constitute notice) to:

              	 
      	
                Watson
      Farley & Williams (New York) LLP

                1133
      Avenue of the Americas

                New
      York, New York 10036

                Attention:
      Antonios C. Backos, Esq.

                Fax:
      +1 212 922 1512

              
	 
      	 
      	 
      
	
                if
      to Firment:

                 

              	 
      	
                Firment
      Trading Limited

                c/o
      Globus Shipmanagement Corp.

                128
      Vouliagmenis Avenue, 3rd Floor

                166
      74 Glyfada  Athens, Greece

                Attention:
      Georgios Feidakis

                Fax:
      +30 2210 960 8300

              
	 
      	 
      	 
      
	
                with
      copies (which shall not constitute notice) to:

              	 
      	
                Timagenis
      Law Firm

                57,
      Notara Street, 185 35 Piraeus, Greece

                Attention:
      Gregory J. Timagenis, Esq.

                Fax:
      +30 210 422 1388

              
	 
      	 
      	 
      
	
                if
      to Kim:

                 

              	
                  

              	
                Kim
      Holdings S.A.

                c/o
      Globus Shipmanagement Corp.

                128
      Vouliagmenis Avenue, 3rd Floor

                166
      74 Glyfada  Athens, Greece

                Attention:
      Georgios Karageorgiou

                Fax:
      +30 2210 960 8300

              


      

    

    


    If to a transferee Holder, to the
address of such Holder set forth in the transfer documentation provided to the
Company or at such other address as such party each may specify by written
notice to the others, and each such notice, request, consent and other
communication shall for all purposes of the Agreement be treated as being
effective or having been given when delivered personally or upon receipt of
facsimile confirmation if transmitted by facsimile, or, if sent by mail, at the
earlier of its receipt or 72 hours after the same has been deposited in a
regularly maintained receptacle for the deposit of incoming mail, addressed and
postage prepaid as aforesaid.

    


    (b)           No Waivers. No
failure or delay by any party in exercising any right, power or privilege
hereunder shall operate as a waiver thereof nor shall any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege. The rights and remedies herein provided
shall be cumulative and not exclusive of any rights or remedies provided by
law.


    
      
         


      

      
        13

        
          

        

      

      
         


      

    

    


    (c)           Successors and
Assigns. The provisions of this Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective successors and
permitted assigns, it being understood that subsequent Holders of the
Registrable Shares are intended third party beneficiaries of this Agreement. Any
purported assignment of rights under this Agreement to a Person other than the
Shareholder, a successor of the Shareholder or Affiliate of the Shareholder
shall be void unless made in a duly-executed writing signed by the
assignor.

    


    (d)           Other Registration
Rights. The Company shall not grant to any Person the right, to request
the Company to register any securities of the Company except such rights as are
not more favorable than or inconsistent with the rights granted to the Holders
herein. In the event the Company grants rights which are more favorable, the
Company will make such provisions available to the Holders and will enter into
any amendments necessary to confer such rights on the Holders.

    


    (e)           Governing Law. THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF NEW YORK.

    


    (f)           Jurisdiction. Each of
the parties hereto hereby irrevocably and unconditionally consents to submit to
the exclusive jurisdiction and venue of the United States District Court for the
Southern District of New York and in the courts hearing appeals therefrom unless
no basis for federal jurisdiction exists, in which event each party hereto
irrevocably consents to the exclusive jurisdiction and venue of the Supreme
Court of the State of New York, New York County, and the courts hearing appeals
therefrom, for any action, suit or proceeding arising out of or relating to this
Agreement and the transactions contemplated hereby. Each of the parties hereto
irrevocably and unconditionally waives, and agrees not to assert, by way of
motion, as a defense, counterclaim or otherwise, in any such action, suit or
proceeding, any claim that such party is not personally subject to the
jurisdiction of the aforesaid courts for any reason, other than the failure to
serve process in accordance with this Section 11(f), that it or its property is
exempt or immune from jurisdiction of any such court or from any legal process
commenced in such courts (whether through service of notice, attachment prior to
judgment, attachment in aid of execution of judgment, execution of judgment or
otherwise), and to the fullest extent permitted by applicable law, that the
action, suit or proceeding in any such court is brought in an inconvenient
forum, that the venue of such action, suit or proceeding is improper, or that
this Agreement, or the subject matter hereof, may not be enforced in or by such
courts and further irrevocably waives, to the fullest extent permitted by
applicable law, the benefit of any defense that would hinder, fetter or delay
the levy, execution or collection of any amount to which the party is entitled
pursuant to the final judgment of any court having jurisdiction. Each of the
parties hereto expressly acknowledges that the foregoing waivers are intended to
be irrevocable under the laws of the State of New York and of the United States
of America; provided,
that consent by the parties hereto to jurisdiction and service contained in this
Section 11(f) is solely for the purpose referred to in this Section 11(f) and
shall not be deemed to be a general submission to said courts or in the State of
New York other than for such purpose.

    


    (g)           Waiver of Jury Trial.
EACH PARTY TO THIS AGREEMENT HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
(A) ARISING UNDER THIS AGREEMENT OR (B) IN ANY WAY CONNECTED WITH OR RELATED OR
INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO IN RESPECT OF THIS AGREEMENT OR
ANY OF THE TRANSACTIONS RELATED HERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT, EQUITY OR
OTHERWISE.


    
      
         


      

      
        14

        
          

        

      

      
         


      

    

    


    (h)          Counterparts. This
Agreement may be executed in any number of counterparts with the same effect as
if all signatory parties hereto had signed the same document. All counterparts
shall be construed together and shall constitute one and the same
instrument.

    


    (i)           Captions. The
headings and other captions in this Agreement are for convenience and reference
only; they are not part of this Agreement and shall not be used in interpreting,
construing or enforcing any provision of this Agreement.

    


    (j)           Severability. If any
term, provision, covenant or restriction of this Agreement is held by a court of
competent jurisdiction or other authority to be invalid, void or unenforceable,
the remainder of the terms, provisions, covenants and restrictions of this
Agreement shall remain in full force and effect and shall in no way be affected,
impaired or invalidated so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such a determination, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties hereto as closely as possible in an acceptable manner in
order that the transactions contemplated hereby be consummated as originally
contemplated to the fullest extent possible.

    


    (k)           Amendments. The
provisions of this Agreement, including the provisions of this sentence, may not
be amended, modified or supplemented, and waivers or consents to departures from
the provisions hereof may not be given without the prior written consent of the
Holders of a majority of the Registrable Shares (as constituted on the date
hereof); provided,
however, that without a Holder’s written consent no such amendment,
modification, supplement or waiver shall affect adversely such Holder’s rights
hereunder in a discriminatory manner inconsistent with its adverse effects on
rights of other Holders hereunder (other than as reflected by the different
number of shares held by such Holder); and provided, further, that the
consent or agreement of the Company shall be required with regard to any
termination, amendment, modification or supplement of, or waivers or consents to
departures from, the terms hereof, which affect the Company’s obligations
hereunder. This Agreement cannot be changed, modified, discharged or terminated
by oral agreement.

    


    (l)           Aggregation of
Shares. All Registrable Shares held by or acquired by any Affiliated
Persons will be aggregated together for the purpose of determining the
availability of any rights under this Agreement.

    


    (m)         Specific Performance.
In the event of a breach by a party hereto of its obligations under this
Agreement, each other party hereto, in addition to being entitled to exercise
all rights granted by law, including recovery of damages, will be entitled to
specific performance of its rights under this Agreement.  Each party
hereto agrees that monetary damages may not be adequate compensation for any
loss incurred by reason of a breach by it of any provision of this Agreement and
hereby further agrees that, in the event of any action for specific performance
in respect of such breach, it will waive the defense that a remedy at law would
be adequate.

    


    (n)          Entire Agreement.
This Agreement constitutes the entire agreement of the parties hereto relating
to the matters contained herein, superseding all prior contracts or agreements,
whether oral or written, relating to the matters contained
herein.


    
      
         


      

      
        15

        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized persons as of the date first indicated
above.

    


    
      
        
          	 
      	
                  GLOBUS
      MARITIME LIMITED

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Georgios Feidakis

                
	 
      	 
      	
                  Name:
      Georgios Feidakis

                
	 
      	 
      	
                  Title:  
      Director

                
	 
      	 
      	 
      
	 
      	
                  FIRMENT
      TRADING LIMITED

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Savvas Polydorou

                
	 
      	 
      	
                  Name:  Savvas
      Polydorou

                
	 
      	 
      	
                  Title:
      Sole Director

                
	 
      	 
      	 
      
	 
      	
                  KIM
      HOLDINGS S.A.

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                  /s/ Georgios
Karageorgiou

                
	 
      	 
      	
                  Name:
      Georgios Karageorgiou

                
	 
      	 
      	
                  Title:  Director

                


        

      

    

    


    Signature
Page to Registration Rights Agreement