More annual reports from Globus Maritime Limited:
2023 ReportAs filed with the Securities and Exchange Commission on March 15, 2024 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 20-F ☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACTOF 1934OR ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934OR ☐ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 Date of event requiring this shell company report ________________ For the transition period from ___________ to ___________ Commission file number 001-34985 Globus Maritime Limited(Exact name of Registrant as Specified in its Charter) Not Applicable(Translation of Registrant’s name into English) Republic of the Marshall Islands(Jurisdiction of Incorporation or Organization) 128 Vouliagmenis Ave., 3rd Floor, 166 74 Glyfada, Attica, Greece(Address of Principal Executive Offices) Athanasios Feidakis128 Vouliagmenis Avenue, 3rd Floor166 74 Glyfada, Attica, GreeceTel: +30 210 960 8300Facsimile: +30 210 960 8359(Name, Telephone, E-mail and/or Facsimile Number and Address of Company Contact Person) Securities registered or to be registered pursuant to Section 12(b) of the Act. Title of each classTrading SymbolName of each exchange on which registered Common Shares, par value $0.004 per share,including the preferred stock purchase rightsGLBSNasdaq Capital Market Securities registered or to be registered pursuant to Section 12(g) of the Act. None(Title of Class) Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act. None(Title of Class) Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. As of December 31, 2023, there were 20,582,301 of the registrant’s common shares outstanding and 10,300 Series B preferred shares outstanding. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes x No If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934. ¨ Yes x No Note – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934from their obligations under those Sections. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirementsfor the past 90 days. x Yes ¨ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post suchfiles). x Yes ¨ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. Seedefinition of “large accelerated filer”, “accelerated filer”, and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer ¨Accelerated filer ¨Non-accelerated filer x Emerging Growth Company ¨ If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not touse the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the ExchangeAct. ¨ † The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its AccountingStandards Codification after April 5, 2012. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal controlover financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issuedits audit report. x If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements. ¨ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received byany of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨ Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filling: U.S. GAAP ¨International Financial Reporting Standards as issuedby the International Accounting Standards Board xOther ¨ If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected tofollow. N/A ¨ Item 17 ¨ Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ¨ Yes x No (APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS) Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities ExchangeAct of 1934 subsequent to the distribution of securities under a plan confirmed by a court. N/A ¨ Yes ¨ No TABLE OF CONTENTS CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS3PART I4Item 1. Identity of Directors, Senior Management and Advisers4Item 2. Offer Statistics and Expected Timetable4Item 3. Key Information4Item 4. Information on the Company43Item 4A. Unresolved Staff Comments68Item 5. Operating and Financial Review and Prospects68Item 6. Directors, Senior Management and Employees92Item 7. Major Shareholders and Related Party Transactions96Item 8. Financial Information100Item 9. The Offer and Listing101Item 10. Additional Information101Item 11. Quantitative and Qualitative Disclosures About Market Risk111Item 12. Description of Securities Other than Equity Securities113PART II113Item 13. Defaults, Dividend Arrearages and Delinquencies113Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds113Item 15. Controls and Procedures114Item 16A. Audit Committee Financial Expert115Item 16B. Code of Ethics115Item 16C. Principal Accountant Fees and Services115Item 16D. Exemptions from the Listing Standards for Audit Committees116Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers116Item 16F. Change in Registrant’s Certifying Accountant116Item 16G. Corporate Governance116Item 16H. Mining Safety Disclosure117Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections117Item 16J. Insider trading policies117Item 16K. Cybersecurity117PART III118Item 17. Financial Statements118Item 18. Financial Statements118Item 19. Exhibits118 2 Table of Contents CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This annual report on Form 20-F contains forward-looking statements and information within the meaning of U.S. securities laws and Globus MaritimeLimited desires to take advantage of, among other things, the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is includingthis cautionary statement in connection with this safe harbor legislation. Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about ourexpectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts or that are not present facts or conditions.Forward-looking statements and information can generally be identified by the use of forward-looking terminology or words, such as “anticipate,”“approximately,” “believe,” “continue,” “estimate,” “expect,” “forecast,” “intend,” “may,” “ongoing,” “pending,” “perceive,” “plan,” “potential,” “predict,”“project,” “seeks,” “should,” “views” or similar words or phrases or variations thereon, or the negatives of those words or phrases, or statements that events,conditions or results “can,” “will,” “may,” “must,” “would,” “could” or “should” occur or be achieved and similar expressions in connection with anydiscussion, expectation or projection of future operating or financial performance, costs, regulations, events or trends. The absence of these words does notnecessarily mean that a statement is not forward-looking. Forward-looking statements and information are based on management’s current expectations andassumptions, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Without limiting the generality of the foregoing, all statements in this annual report on Form 20-F concerning or relating to estimated and projected earnings,margins, costs, expenses, expenditures, cash flows, growth rates, future financial results and liquidity are forward-looking statements. In addition, we, throughour senior management, from time to time may make forward-looking public statements concerning our expected future operations and performance and otherdevelopments. Such forward-looking statements are necessarily estimates reflecting our best judgment based upon current information and involve a numberof risks and uncertainties. Other factors may affect the accuracy of these forward-looking statements and our actual results may differ materially from theresults anticipated in these forward-looking statements. While it is impossible to identify all such factors, factors that could cause actual results to differmaterially from those estimated by us may include, but are not limited to, those factors and conditions described under “Item 3.D. Risk Factors” as well asgeneral conditions in the economy, dry bulk industry and capital markets and effects of pandemics and world conflicts. We undertake no obligation to reviseany forward-looking statement to reflect circumstances or events after the date of this annual report on Form 20-F or to reflect the occurrence of unanticipatedevents or new information, other than any obligation to disclose material information under applicable securities laws. Forward-looking statements appear in anumber of places in this annual report on Form 20-F including, without limitation, in the sections entitled “Item 5. Operating and Financial Review andProspects,” “Item 4.A. History and Development of the Company” and “Item 8.A. Consolidated Statements and Other Financial Information—Our DividendPolicy and Restrictions on Dividends.” Terms Used in this Annual Report on Form 20-F The “Company,” “Globus,” “Globus Maritime,” “we,” “our” and “us” refer to Globus Maritime Limited and its subsidiaries, unless the context otherwiserequires. References to our common shares are references to Globus Maritime Limited’s registered common shares, par value $0.004 per share, or, as applicable, theordinary shares of Globus Maritime Limited prior to our redomiciliation into the Marshall Islands on November 24, 2010. References to our Class B shares are references to Globus Maritime Limited’s registered Class B shares, par value $0.001 per share, none of which arecurrently outstanding. We refer to both our common shares and Class B shares as our shares. References to our shareholders are references to the holders ofour common shares and Class B shares. References to our Series A Preferred Shares are references to our shares of Series A preferred stock, par value $0.001per share, none of which were outstanding on December 31, 2022 and 2023 as well as on the date of this annual report on Form 20-F. References to our SeriesB Preferred Shares are references to our shares of Series B preferred stock, par value $0.001 per share. References to our Series C Preferred Shares arereferences to our shares of Series C preferred stock, par value $0.001 per share. On July 29, 2010, we effected a 1-4 reverse stock split of our common shares. On October 20, 2016, we effected a 1-4 reverse stock split which reduced thenumber of outstanding common shares from 10,510,741 to 2,627,674 shares (adjustments were made based on fractional shares). On October 15, 2018, weeffected a 1-10 reverse stock split which reduced the number of outstanding common shares from 32,065,077 to 3,206,495 shares (adjustments were madebased on fractional shares). On October 21, 2020, we effected a 1-100 reverse stock split which reduced number of outstanding common shares from175,675,651 to 1,756,720 shares (adjustments were made based on fractional shares). Unless otherwise noted, all historical share numbers and per shareamounts in this annual report on Form 20-F have been adjusted to give effect to these reverse stock splits.Unless otherwise indicated, all references to “dollars” and “$” in this annual report on Form 20-F are to, and amounts are presented in, U.S. dollars.References to our ships, our vessels or our fleet or ships that we own relates to the ships that we own or bareboat charter through financing arrangements,unless context otherwise requires. 3 Table of ContentsRounding Certain financial information has been rounded, and, as a result, certain totals shown in this annual report on Form 20-F may not equal the arithmetic sum ofthe figures that should otherwise aggregate to those totals. Market and Industry Data Unless otherwise indicated, information contained in this annual report on Form 20-F concerning our industry and the markets in which we operate, includingour general expectations and market position, market opportunity and market size, is based on industry publications and other published industry sourcesprepared by third parties, as well as publicly available information. In some cases, we do not expressly refer to the sources from which this data is derived. Inthat regard, when we refer to one or more sources of this type of data in any paragraph, you should assume that other data of this type appearing in the sameparagraph is derived from the same sources, unless otherwise expressly stated or the context otherwise requires. We believe the data from third party sourcesto be reliable based on our management’s knowledge of the industry.TrademarksThis annual report on Form 20-F may contain trademarks, service marks and trade names of third parties, which are the property of their respective owners.Our use or display of third parties’ trademarks, service marks, trade names or products in this annual report on Form 20-F is not intended to, and does not,imply a relationship with, or endorsement or sponsorship by, us. Solely for convenience, the trademarks, service marks and trade names presented in this annualreport on Form 20-F may appear without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to thefullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names.PART I Item 1. Identity of Directors, Senior Management and Advisers Not Applicable. Item 2. Offer Statistics and Expected Timetable Not Applicable. Item 3. Key Information A.[Reserved]B. Capitalization and Indebtedness Not Applicable. C. Reasons for the Offer and Use of Proceeds Not Applicable. 4 Table of Contents D. Risk Factors This annual report on Form 20-F contains forward-looking statements and information within the meaning of U.S. securities laws that involve risks anduncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements and information. Factors that may causesuch a difference include those discussed below and elsewhere in this annual report on Form 20-F. Some of the following risks relate principally to the industry in which we operate and our business in general. Other risks relate principally to the securitiesmarket and ownership of our common shares. The occurrence of any of the events described in this section could significantly and negatively affect ourbusiness, financial condition, operating results, and ability to pay dividends or the trading price of our common shares, and you may lose all or part of yourinvestment. Summary of Risk Factors Below is a summary of the principal factors that make an investment in our common shares speculative or risky. This summary does not address all of the risksthat we face. Additional discussion of the risks summarized in this risk factor summary, and other risks that we face, can be found below under the headings“Risks relating to Our Industry,” “Company Specific Risk Factors” and “Risks Relating to our Common Shares” and should be carefully considered, togetherwith other information in this annual report on Form 20-F and our other filings with the Securities and Exchange Commission (the “SEC”), before making aninvestment decision regarding our common shares. • General dry bulk market conditions, including seasonal fluctuations and fluctuations in charter hire rates, vessel values, vessel supply, and need anddemand for vessels and for dry bulk products; • General economic, financial, political and business conditions and disruptions, including counterparty risk, competition, inflation, sanctions, publichealth, piracy, terrorist attacks and other measures; • Compliance with, and our liabilities under, governmental, tax, environmental, ESG and safety laws and regulations; • Changes in governmental regulation, tax and trade matters and actions taken by regulatory authorities; • Capital expenditures and other costs necessary to operate and maintain and our vessels and to replace our vessel as they age; • Operational risks and labor interruptions; • Potential funding calls by our protection and indemnity clubs, and our insurers and our clubs may not cover losses or otherwise have sufficientresources to cover claims; • Increases in operating costs, including crew costs and fuel prices; • Arrest or requisition of our vessels; • Conducting business in China and changes in the economic, regulatory and political environment in the Asia Pacific region; • Fraud, fraudulent and illegal behavior, including the smuggling of drugs or other contraband onto our vessels; • Attracting and retaining key management personnel and other employees, and managing growth and improving our operating and financial systemsand recruiting suitable employees; • Refinancing our existing indebtedness or obtaining additional financing, and compliance with covenants in existing financing arrangements; • Reliance on short-term or spot charters in volatile shipping markets and not benefiting from long-term charters; • Contracts for newbuilding vessels presenting certain economic and other risks; 5 Table of Contents • Reliance on information systems and potential security breaches; • A limited number of financial institutions may hold our cash; • Purchasing and operating secondhand vessels may result in increased operating costs and reduced fleet utilization; • Ability to provide reports as to the effectiveness of our internal control over financial reporting; • We depend upon a few significant customers for a large part of our revenues; • Fluctuations in foreign currency exchange and interest rates; • Effects of U.S. federal tax law on us and our shareholders; • Compliance with economic substance requirements; • Volatility of our stock price and dilution of shareholders; • Whether an active and liquid stock market will exist and/or remain and our common shares could be delisted from Nasdaq; • Our ability to declare and pay dividends; and • Anti-takeover provisions of our articles of incorporation and bylaws and shareholders rights agreement. Risks relating to Our Industry The international dry bulk shipping industry is cyclical and volatile. The international seaborne transportation industry is cyclical and has high volatility in charter rates, vessel values and profitability. Fluctuations in charter ratesresult from changes in the supply and demand for vessel capacity and changes in the supply and demand for energy resources, commodities, semi-finished andfinished consumer and industrial products internationally carried at sea. For more information see “—The dry bulk vessel charter market remains significantlybelow its high in 2008.” Currently all of our vessels are chartered on short-term time charters or on the spot market, and we are exposed, therefore, to changesin spot market and short-term charter rates for dry bulk vessels and such changes affect our earnings and the value of our dry bulk vessels at any given time.For more information, see “—We depend on short-term or spot charters in volatile shipping markets.” The supply of and demand for shipping capacitystrongly influences freight rates. The factors affecting the supply and demand for vessels are outside of our control, and the nature, timing and degree ofchanges in industry conditions are unpredictable. Factors that influence demand for vessel capacity include: •supply of and demand for energy resources, commodities, and semi-finished consumer and industrial products and the location of consumptionversus the location of their regional and global exploration production or manufacturing facilities;•the globalization of production and manufacturing;•port and canal congestion charges; •general dry bulk shipping market conditions, including fluctuations in charter hire rates and vessel values and demand for and production of drybulk products; •global and regional economic and political conditions, including exchange rates, trade deals, trade disputes or the imposition of tariffs on variouscommodities or finished goods, conflicts and wars (including the Ukraine conflict, the war between Israel and Hamas or the Houthi crisis in theRed Sea), and the rate and geographic distributions of economic growth; 6 Table of Contents •environmental and other regulatory developments; •changes in seaborne and other transportation patterns, including the distance dry bulk cargoes are to be moved by sea; •embargoes and strikes; •natural disasters and weather; and •public health threats, pandemics, such as COVID-19 (and various variants that may emerge), epidemics and other disease outbreaks andgovernmental responses thereto. Factors that influence the supply of vessel capacity include: •the size of the newbuilding orderbook; •the price of steel and vessel equipment; •technological advances in vessel design and capacity; •the number of newbuild deliveries, which among other factors relates to the ability of shipyards to deliver newbuilds by contracted delivery datesand the ability of purchasers to finance such newbuilds; •the scrapping rate of older vessels;•the availability of financing for new vessels and shipping activity;•vessel casualties; and•the number of vessels that are out of service, namely those that are laid-up, dry docked, awaiting repairs, or otherwise not available for hire. •port and canal congestion, speed of vessel operation and waiting times; •the number of vessels that are in or out of service, including due to vessel casualties; and •changes in national or international regulations (including, but not limited to, environmental regulations) that may limit the useful lives of vesselsand effectively cause reductions in the carrying capacity of vessels. In addition to the prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-up include newbuilding prices,secondhand vessel values in relation to scrap prices, costs of bunkers and other operating costs, costs associated with classification society surveys, normalmaintenance costs, insurance coverage costs, the efficiency and age profile of the existing dry bulk fleet in the market, and government and industry regulationof maritime transportation practices, particularly environmental protection laws and regulations. These factors influencing the supply of and demand forshipping capacity are outside of our control, and we may not be able to correctly assess the nature, timing and degree of changes in industry conditions. We anticipate that the future demand for our dry bulk vessels and charter rates will be dependent upon continued economic growth in the world’s economies,seasonal and regional changes in demand and changes to the capacity of the global dry bulk vessel fleet and the sources and supply of dry bulk cargo to betransported by sea. Adverse economic, political, social or other developments could negatively impact charter rates and therefore have a material adverseeffect on our business, results of operations and ability to pay dividends. We may also decide that it makes economic sense to lay up one or more vessels.While our vessels are laid up, we will pay lay-up costs, but those vessels will not be able to earn any hire. 7 Table of Contents The dry bulk vessel charter market remains significantly below its high in 2008. The revenues, earnings and profitability of companies in our industry are affected by the charter rates that can be obtained in the market, which is volatile andhas experienced significant declines since its highs in 2008. The Baltic Dry Index, or theBDI, which is published daily by the Baltic Exchange Limited, or the Baltic Exchange, a London-based membership organization that provides daily shippingmarket information to the global investing community, is an average of selected ship brokers’ assessments of time charter rates paid by a customer to hire a drybulk vessel to transport dry bulk cargoes by sea. The BDI has long been viewed as the main benchmark to monitor the movements of the dry bulk vesselcharter market and the performance of the entire dry bulk shipping market. The BDI declined from an all-time high of 11,793 in May 2008 to a low of 663 inDecember 2008, which represents a decline of 94% within a single calendar year. Since 2009, the BDI has remained fairly depressed compared to historicalnumbers. The BDI reached a new all-time low of 290 on February 10, 2016. In the following years volatility was less extreme, although there were stillmultiple instances where the index decreased or increased by more than 50% in short periods of time. In 2023, the BDI ranged from a low of 530 on February16, 2023 to a high of 3,346 on December 4, 2023. In 2024 through March 13, 2024, the BDI ranged from a high of 2,377 on March 11, 2024 to a low of 1,308on January 17, 2024, but, due to its volatile nature, there can be no assurance of the future performance of the BDI. The decline from historic highs and volatility in charter rates following 2008 is due to various factors, including the over-supply of dry bulk vessels, the lack oftrade financing for purchases of commodities carried by sea, which resulted in a significant decline in cargo shipments, and trade disruptions caused by naturalor other disasters, such as those that resulted from the dam collapse in Brazil in 2019 and the outbreak of the coronavirus infection in China. FollowingRussia’s invasion of Ukraine in February 2022, the U.S., the EU, the UK, and other countries have imposed sanctions against Russia and certain disputedregions of Ukraine. The sanctions imposed by the U.S. and other countries against Russia include, among others, restrictions on selling or importing goods,services, or technology in or from affected regions, travel bans, and asset freezes impacting connected individuals and political, military, business, andfinancial organizations in Russia, severing large Russian banks from U.S. and/or other financial systems, and barring some Russian enterprises from raisingmoney in the U.S. market. The U.S., the EU, and other countries could impose wider sanctions and take other actions. The war in Ukraine has resulted inhigher freight market volatility and while the initial effect on the dry bulk freight market was positive, the long-term effects so far remain unclear. Morerecently, the war between Israel and Hamas has resulted in increased tensions in the Middle East region, including missile attacks by the Houthis on vessels inthe Red Sea. The decline and volatility in charter rates in the dry bulk market also affects the value of our dry bulk vessels, which generally follows the trends of dry bulkcharter rates, and earnings on our charters, and similarly affects our cash flows, liquidity and compliance with the covenants contained in our loanarrangements. The international shipping industry and dry bulk market are highly competitive. The shipping industry and dry bulk market are capital intensive and highly fragmented with many charterers, owners and operators of vessels and arecharacterized by intense competition. Competition arises primarily from other independent and state-owned vessel owners, some of whom have substantiallygreater resources than we do. The trend towards consolidation in the industry is creating an increasing number of global enterprises capable of competing inmultiple markets, which may result in a greater competitive threat to us. Our competitors may be better positioned to devote greater resources to thedevelopment, promotion and employment of their businesses than we are. Competition for the transportation of cargo by sea is intense and depends oncustomer relationships, operating expertise, professional reputation, price, location, size, age, environmental, social, and governance criteria, condition and theacceptability of the vessel and its operators to the charterers. Competition may increase in some or all of our principal markets, including with the entry of newcompetitors, who may operate larger fleets through consolidations or acquisitions and may be able to sustain lower charter rates and offer higher qualityvessels than we are able to offer. We may not be able to continue to compete successfully or effectively with our competitors and our competitive position maybe eroded in the future, which could have an adverse effect on our fleet utilization and, accordingly, business, financial condition, results of operations andability to pay dividends. We also face competition from companies with more modern vessels with more fuel-efficient designs than our current vessels. Competition from moretechnologically advanced vessels could adversely affect the chartering opportunities available to us and the charter rates we will be able to negotiate, thereforeadversely affecting our business, operating results, cash flows, and financial condition, while also significantly decreasing the resale value of our vessels. Political instability, terrorist or other attacks, war and international hostilities could affect our business, results of operations, cash flows and financialcondition Our business, operating results, cash flows, financial conditions, and available cash may be adversely affected by changing economic, political, andgovernmental conditions in the countries and regions in which our vessels or other vessels we may acquire are employed or registered. We operate in a sectorof the economy that is likely to be adversely impacted by the effects of political conflicts, including the war between Ukraine and Russia and between Israeland Hamas, Russia and NATO tensions, China and Taiwan disputes, United States and China trade relations, instability between Iran and the West, hostilitiesbetween the United States and North Korea, political unrest and conflicts in the Middle East, the South China Sea region, the Red Sea region (includingmissile attacks controlled by the Houthis on vessels transiting the Red Sea), and other countries and geographic areas, geopolitical events, such as Brexit,terrorist or other attacks (or threats thereof) around the world, and war (or threatened war) or international hostilities. 8 Table of Contents The continuing war and recent developments in Ukraine, the Middle East, including tensions between the U.S. and Iran, the war between Israel and Hamas andthe conflict in the Red Sea, as well as other geographic countries and areas, terrorist or other attacks, and war (or threatened war) or international hostilities,such as the ones currently in progress between Russia and Ukraine, Israel and Hamas, China and Taiwan, or the U.S. and North Korea, have recently and mayin the future lead to armed conflict or acts of terrorism around the world continue to cause uncertainty and volatility in the world financial markets and mayaffect our business, results of operations and financial condition. These uncertainties could also adversely affect our ability to obtain additional financing onterms acceptable to us or at all. The conflict between Russia and Ukraine, which commenced in February 2022 and the length and breadth of which remains highly unpredictable, may lead tofurther regional and international conflicts or armed action. This conflict has disrupted supply chains and caused instability and significant volatility in theglobal economy, with effects on shipping freight rates, which have experienced volatility. Much uncertainty remains regarding the global impact of the conflictin Ukraine, and it is possible that such instability, uncertainty and resulting volatility could significantly increase our costs and adversely affect our business,including our ability to secure charters and financing on attractive terms, and as a result, adversely affect our business, financial condition, results of operationand cash flows. As a result of the conflict between Russia and Ukraine, Switzerland, the United States, the European Union, the United Kingdom and others have announcedunprecedented levels of sanctions and other measures against Russia and certain Russian entities and nationals, including removing Russian-based financialinstitutions from the Society for Worldwide Interbank Financial Telecommunication payment system and restricting imports of Russian oil, liquefied naturalgas, and coal. Such sanctions against Russia may adversely affect our business, financial condition, results of operation and cash flows. For example, apartfrom the immediate commercial disruptions caused in the conflict zone, escalating tensions and fears of potential shortages in the supply of Russian crude havecaused the price of oil to trade above historical pricing. The ongoing conflict could result in the imposition of further economic sanctions against Russia, withuncertain impacts on the dry bulk market and the world economy. While we currently do not have any Ukrainian or Russian crew and our vessels currently donot sail in the Black Sea, it is possible that the conflict in Ukraine, including any increased shipping costs, disruptions of global shipping routes, any impact onthe global supply chain and any impact on current or potential customers caused by the events in Russia and Ukraine, could adversely affect our operations orfinancial performance. Due to the recent nature of these activities, the full impact on our business is not yet known. The ongoing conflict between Russia and Ukraine could result in the imposition of further economic sanctions by the United States, the United Kingdom, theEuropean Union, or other countries against Russia, trade tariffs, or embargoes with uncertain impacts on the markets in which we operate. In addition, the U.S.and certain other North Atlantic Treaty Organization (NATO) countries have been supplying Ukraine with military aid. U.S. officials have also warned of theincreased possibility of Russian cyberattacks, which could disrupt the operations of businesses involved in the dry bulk industry, including ours, and couldcreate economic uncertainty particularly if such attacks spread to a broad array of countries and networks. Although Ukraine and Russia reached an agreementto extend an arrangement allowing shipment of grain from Ukrainian ports through a humanitarian corridor in the Black Sea in November 2022, Russiaterminated this agreement in July 2023. While much uncertainty remains regarding the global impact of the war in Ukraine, it is possible that such tensionscould adversely affect our business, financial condition, operating results, and cash flows. Furthermore, the intensity and duration of the recently declared war between Israel and Hamas is difficult to predict and its impact on the world economy andour industry is uncertain. While much uncertainty remains regarding the global impact of the war between Israel and Hamas, it is possible that such tensionscould result in the eruption of further hostilities in other regions, including the Red Sea, and could adversely affect our business, financial conditions, operatingresults, and cash flows. In the past, political conflicts have also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly inthe Arabian Gulf region. These types of attacks have also affected vessels trading in regions such as the Black Sea, South China Sea and the Gulf of Aden offthe coast of Somalia. The ongoing war in Ukraine has previously resulted in missile attacks on commercial vessels in the Black Sea and the recent outbreak ofconflict in the Red Sea has also resulted in missile attacks on vessels. Acts of terrorism and piracy have also affected vessels trading in regions such as the Gulfof Guinea, the Red Sea, the Gulf of Aden off the coast of Somalia, and the Indian Ocean. The International Maritime Organization’s (“IMO”) extraordinarycouncil session held on March 10-11, 2022 addressed the impacts on shipping and seafarers, as a result of the war in Ukraine. The IMO called for the need topreserve the integrity of maritime supply chains and the safety and welfare of seafarers and any spillover effects of the military action on global shipping,logistics and supply chains, in particular the impacts on the delivery of commodities and food to developing nations and the impacts on energy supplies. Anyof these occurrences could have a material adverse impact on our operating results, revenues and costs. 9 Table of Contents The current state of the world financial market and current economic conditions could have a material adverse impact on our results of operations,financial condition and cash flows, and could cause the market price of our common shares to decline. Various macroeconomic factors, including rising inflation, higher interest rates, global supply chain constraints, and the effects of overall economic conditionsand uncertainties, such as those resulting from the current and future conditions in the global financial markets, could adversely affect our business, results ofoperations, financial condition, and ability to pay dividends. Inflation and rising interest rates may negatively impact us by increasing our operating costs andour cost of borrowing. Interest rates, the liquidity of the credit markets, and the volatility of the capital markets could also affect the operation of our businessand our ability to raise capital on favorable terms, or at all. Adverse economic conditions also affect demand for goods and oil. Reduced demand for these orother products could result in significant decreases in rates we obtain for chartering our vessels and other vessels we may acquire. In addition, the cost for crewmembers, oils and bunkers, and other supplies may increase. Furthermore, we may experience losses on our holdings of cash and investments due to failures offinancial institutions and other parties. Difficult economic conditions may also result in a higher rate of losses on our accounts receivable due to credit defaults.As a result, downturns in the worldwide economy could have a material adverse effect on our business, results of operations, financial condition, and ability topay dividends. The world economy continues to face a number of actual and potential challenges, including the war between Ukraine and Russia and between Israel andHamas, tensions in the Red Sea or Russia and NATO tensions, China and Taiwan disputes, the United States and China trade relations, instability between Iranand the West, hostilities between the United States and North Korea, political unrest and conflict in the Middle East, the South China Sea region, and othergeographic countries and areas, terrorist or other attacks (including threats thereof) around the world, war (or threatened war) or international hostilities, andepidemics or pandemics, such as COVID-19 and its variants, and banking crises or failures, such as the recent Silicon Valley Bank, Signature Bank, and FirstRepublic Bank failures. See also “—Pandemics such as the coronavirus (COVID-19) may make it very difficult for us to operate in the short-term and haveunpredictable long-term consequences, all of which could decrease the supply of and demand for the raw materials we transport, the rates that we are paid tocarry our cargo, and our financial outlook.” In addition, the continuing war in Ukraine, the length and breadth of which remains highly unpredictable, has ledto increased economic uncertainty amidst fears of a more generalized military conflict or significant inflationary pressures, due to the increases in fuel andgrain prices following the sanctions imposed on Russia. Furthermore, it is difficult to predict the intensity and duration of the war between Israel and Hamas orthe Houthi rebel attacks on shipping in the Red Sea and their impact on the world economy is uncertain. If such conditions are sustained, the longer-term netimpact on the dry bulk market and our business would be difficult to predict with any degree of accuracy. Such events may have unpredictable consequencesand contribute to instability in the global economy or cause a decrease in worldwide demand for certain goods and, thus, shipping. In Europe, concerns regarding the possibility of sovereign debt defaults by European Union, or EU, member countries, although generally alleviated, have inthe past disrupted financial markets throughout the world, and may lead to weaker consumer demand in the EU, the U.S., and other parts of the world. Thewithdrawal of the UK from the EU, or Brexit, further increases the risk of additional trade protectionism. Brexit, or similar events in other jurisdictions, couldcontinue to impact global markets, including foreign exchange and securities markets; any resulting changes in currency exchange rates, tariffs, treaties andother regulatory matters could in turn adversely impact our business, cash flows and operations. Further, as a result of the economic situation in Greece, which has been slowly recovering from the sovereign crisis and the related austerity measuresimplemented by the Greek government and the influx of refugees from Syria and other areas, the operations of our Manager located in Greece may besubjected to new regulations and potential shift in government policies that may require us to incur new or additional compliance or other administrative costsand may require the payment of new taxes or other fees. We also face the risk that strikes, work stoppages, civil unrest and violence within Greece coulddisrupt the shoreside operations of our Manager located in Greece. 10 Table of Contents In addition, the recent economic slowdown in the Asia Pacific region, particularly in China, may exacerbate the effect of the weak economic trends in the restof the world. Before the global economic financial crisis that began in 2008, China had one of the world’s fastest growing economies in terms of grossdomestic product, or GDP, which had a significant impact on shipping demand. China’s GDP growth rate for the year ended December 31, 2022, wasapproximately 3.0%, one of its lowest rates in 50 years, thought to be mainly caused by the country’s zero-COVID policy and strict lockdowns. For the yearended December 31, 2023, China’s GDP growth rate was claimed by China to have recovered to 5.2%, but the economy continues to be weighed down by theongoing crisis in the property market. It is possible that China and other countries in the Asia Pacific region will continue to experience volatile, slowed, oreven negative economic growth in the near future. Changes in the economic conditions of China, and changes in laws or policies adopted by its government orthe implementation of these laws and policies by local authorities, including with regards to tax matters and environmental concerns (such as achieving carbonneutrality), could affect vessels that are either chartered to Chinese customers or that call to Chinese ports, vessels that undergo drydocking at Chineseshipyards and Chinese financial institutions that are generally active in ship financing, and could have a material adverse effect on our business, operatingresults, cash flows, and financial condition. Furthermore, governments may turn to trade barriers to protect their domestic industries against foreign imports, thereby depressing shipping demand. There issignificant uncertainty about the future relationship between the United States, China, and other exporting countries, including with respect to trade policies,treaties, government regulations, and tariffs. Protectionist developments, or the perception that they may occur, may have a material adverse effect on globaleconomic conditions, and may significantly reduce global trade. Moreover, increasing trade protectionism may cause an increase in (i) the cost of goodsexported from regions globally, particularly from the Asia-Pacific region, (ii) the length of time required to transport goods, and (iii) the risks associated withexporting goods. Such increases may further reduce the quantity of goods to be shipped, shipping time schedules, voyage costs, and other associated costs,which could have an adverse impact on our charterers’ business, operating results, and financial condition and could thereby affect their ability to make timelycharter hire payments to us and to employ our vessels. This could have a material adverse effect on our business, operating results, and financial condition. Credit markets in the United States and Europe have in the past experienced significant contraction, deleveraging, and reduced liquidity, and there is a risk thatthe U.S. federal government and state governments and European authorities may continue to implement a broad variety of governmental action and/orintroduce new financial market regulations. Global financial markets and economic conditions have been, and continue to be, volatile and we face risksassociated with the trends in the global economy, such as changes in interest rates, instability in the banking and securities markets around the world, the riskof sovereign defaults, and reduced levels of growth, among other factors. Major market disruptions and the current adverse changes in market conditions andregulatory climate worldwide may adversely affect our business and operating results or impair our ability to borrow under our current financial arrangementsor future financial arrangements we may enter into contemplating borrowing from the public and/or private equity and debt markets. Many lenders haveincreased interest rates, enacted tighter lending standards, refused to refinance existing debt at all or on terms similar to current debt and reduced (or in somecases ceased to provide) funding to borrowers and other market participants, including equity and debt investors and, in some cases, have been unwilling toprovide financing on attractive terms or even at all. Due to these factors, we cannot be certain that financing will be available if needed and to the extentrequired, on acceptable terms or at all. In the absence of available financing or financing on favorable terms, we may be unable to complete vesselacquisitions, take advantage of business opportunities, or respond to competitive pressures. An over-supply of dry bulk carrier capacity may depress charter rates. The market supply of vessels generally increases with deliveries of new vessels and decreases with the recycling of older vessels, conversion of vessels toother uses, such as floating production and storage facilities, and loss of tonnage as a result of casualties. An oversupply of dry bulk vessel capacity,particularly during a period of economic recession, may result in a reduction of charter hire rates. If we cannot enter into charters on acceptable terms, we mayhave to secure charters on the short-term or spot market, where charter rates are more volatile and revenues are, therefore, less predictable, or we may not beable to charter our vessels at all. In recent years, the market supply of dry bulk vessels had increased due to the high level of new deliveries. Dry bulknewbuildings were delivered in significant numbers starting at the beginning of 2006 and continued to be delivered in significant numbers through 2017. Inaddition, the dry bulk newbuilding orderbook, extending up to 2028, was approximately 8.66% of the existing world dry bulk fleet as of December 31, 2023,according to Clarksons Research, and the orderbook may increase further in proportion to the existing fleet. A material increase in the net supply of dry bulkvessel capacity without corresponding growth in dry bulk vessel demand could have a material adverse effect on our fleet utilization (including ballast days)and our charter rates generally, and could, accordingly, materially adversely affect our business, financial condition, results of operations and ability to paydividends. An uptick in charter rates generally discourages scrapping older vessels, but recent regulatory actions have increased the economic incentive toscrap certain older vessels. Accordingly, it remains to be seen in the coming year whether the number of worldwide dry bulk carrying capacity, net of scrappedvessels, will increase. We may also decide that it makes economic sense to lay up one or more vessels. While our vessels are laid up, we will pay lay-up costs, but those vessels willnot be able to earn any hire. 11 Table of Contents Our industry is subject to complex laws and regulations. Our operations are subject to numerous laws and regulations in the form of international conventions and treaties, national, state and local laws and nationaland international regulations in force in the jurisdictions in which our vessels operate or are registered, which can significantly affect the ownership andoperation of our vessels. These requirements include but are not limited to: U.S. Oil Pollution Act 1990, as amended, which we refer to as OPA; InternationalConvention for the Safety of Life at Sea, 1974, as amended, which we refer to as SOLAS; International Convention on Load Lines, 1966; InternationalConvention for the Prevention of Pollution from Ships, 1973, as amended by the 1978 Protocol, which we refer to as MARPOL; International Convention onCivil Liability for Bunker Oil Pollution Damage, 2001, which we refer to as the Bunker Convention; International Convention on Liability and Compensationfor Damage in Connection with the Carriage of Hazardous and Noxious Substances by Sea, 1996, as superseded by the 2010 Protocol, which we refer to as theHNS Convention; International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by the 1992 Protocol and further amended in2000, which we refer to as the CLC; International Convention on the Establishment of an International Fund for Compensation for Oil Pollution Damage,1971, as amended, which we refer to as the Fund Convention; and Marine Transportation Security Act of 2002, which we refer to as the MTSA. Government regulation of vessels, particularly in the area of environmental requirements, can be expected to become more stringent in the future and couldrequire us to incur significant capital expenditures on our vessels to keep them in compliance, or even to scrap or sell certain vessels altogether. Compliancewith such laws, regulations and standards, where applicable, may require installation of costly equipment or operational changes and increased managementcosts and may affect the resale value or useful lives of our vessels. We may also incur additional costs in order to comply with other existing and futureregulatory obligations, including, but not limited to, costs relating to air emissions, the management of ballast water, recycling of vessels, maintenance andinspection, elimination of tin-based paint, development and implementation of safety and emergency procedures and insurance coverage or other financialassurance of our ability to address pollution incidents. For instance, the IMO’s global 0.5% sulphur cap on marine fuels came into force on January 1, 2020, asstipulated in 2008 amendments to Annex VI to the International Convention for the Prevention of Pollution from ships (“MARPOL”). Our vessels requirepricier low-sulphur fuel, which may reduce the amount charterers are willing to pay to charter our vessels. In addition, on January 1, 2023, regulations cameinto force that aim to reduce carbon emissions from both new and existing ships as measured by two main energy efficiency indicators. Ships that fail tocomply with these 2023 regulations may be subject to penalties and require modifications to the ship to ensure compliance. It is difficult to determine the cost,if any, until our ships’ performance is measured in accordance with these new regulations. If our ships fail to comply with the IMO 2023 regulations orotherwise do not have good performance, this can result in penalties and require modifications to the ship to ensure compliance. Any such modifications maybe costly and those ships will be off hire during any period of modification. These and other costs could have a material adverse effect on our business, resultsof operations, cash flows and financial condition and our ability to pay dividends. These requirements can also affect the resale prices or useful lives of our vessels or require reductions in capacity, vessel modifications or operational changesor restrictions. Failure to comply with these requirements could lead to decreased availability of or more costly insurance coverage for environmental mattersor result in the denial of access to certain jurisdictional waters or ports, or detention in certain ports. Under local, national and foreign laws, as well asinternational treaties and conventions, we could incur material liabilities, including cleanup obligations and claims for impairment of the environment,personal injury and property damages in the event that there is a release of petroleum or other hazardous materials from our vessels or otherwise in connectionwith our operations. Violations of, or liabilities under, environmental regulations can result in substantial penalties, fines and other sanctions, including, incertain instances, seizure or detention of our vessels. Events of this nature would have a material adverse effect on our business, financial condition and resultsof operations. The operation of our vessels is affected by the requirements set forth in the International Management Code for the Safe Operation of Ships and for PollutionPrevention, or ISM Code. The ISM Code requires the party with operational control of the vessel to develop, implement and maintain an extensive “SafetyManagement System” that includes, among other things, the adoption of a safety and environmental protection policy setting forth instructions and proceduresfor safe vessel operation and protection of the environment and describing procedures for dealing with emergencies. Further details in relation to the ISM Codeare set out below in the section headed “Environmental and Other Regulations.” The failure of a shipowner or bareboat charterer to comply with the ISM Codemay subject it to increased liability, and, if the implementing legislation so provides, to criminal sanctions, may invalidate or result in the loss of existinginsurance or decrease available insurance coverage for the affected vessels and may result in a denial of access to, or detention in, certain ports. In addition, ifwe fail to maintain ISM Code certification for our vessels, we may also breach covenants in our financial arrangements that require that our vessels be ISM-Code certified. If we breach such covenants due to failure to maintain ISM Code certification and are unable to remedy the relevant breach, our lenders couldaccelerate our indebtedness and foreclose on the vessels in our fleet securing our financial arrangements or otherwise terminate charters for any sale andleaseback transaction to which we are a party. As of the date of this annual report on Form 20-F, each of our vessels is ISM Code-certified. 12 Table of Contents Reactions to climate change may impose additional requirements.Due to concern over the risk of climate change, a number of countries and the IMO have adopted, or are considering the adoption of, regulatory frameworks toreduce greenhouse gas emissions. These regulatory measures may include, among others, adoption of cap and trade regimes, carbon taxes, increased efficiencystandards and incentives or mandates for renewable energy. For instance, the IMO imposed a global 0.5% sulphur cap on marine fuels which came into forceon January 1, 2020. Our vessels do not have scrubbers and use low-sulphur fuel instead, and now may require pricier low-sulphur fuel, which may reduce theamount charterers are willing to pay to charter our vessels. In addition, charterers may focus on how environmentally friendly our vessels are, generally, andour rates may be adjusted downwards accordingly. We discuss this further in this annual report on Form 20-F. See “Item 4.B. Business Overview—Environmental and Other Regulations—Regulations toPrevent Pollution from Ships” and “Item 3.D. Risk Factors—Risks Relating to our Industry—Our industry is subject to complex laws and regulations.” In addition, although the emissions of greenhouse gases from international shipping currently are not subject to the Kyoto Protocol to the United NationsFramework Convention on Climate Change (this task was delegated under the Kyoto Protocol to the IMO for action), which required adopting countries toimplement national programs to reduce emissions of certain gases, a new treaty may be adopted in the future that includes restrictions on shipping emissions. Furthermore, on January 1, 2024 the EU Emissions Trading Scheme, or the ETS, for ships sailing into and out of EU ports came into effect, and the FuelEUMaritime Regulation is expected to come into effect on January 1, 2025. The ETS is to apply gradually over the period from 2024 to 2026. 40% of allowanceswould have to be surrendered in 2025 for the year 2024; 70% of allowances would have to be surrendered in 2026 for the year 2025; and 100% of allowanceswould have to be surrendered in 2027 for the year 2026. Compliance is to be on a companywide (rather than per ship) basis and “shipping company” is definedwidely to capture both the ship owner and any contractually appointed commercial operator/ship manager/bareboat charterer who not only assume fullcompliance for ETS but also under the ISM Code. If the latter contractual arrangement is entered into this needs to be reflected in a certified mandate signedby both parties and presented to the administrator of the scheme. The cap under the ETS would be set by taking into account EU MRV system emissions datafor the years 2018 and 2019, adjusted, from year 2021 and is to capture 100% of the emissions from intra-EU maritime voyages; 100% of emissions fromships at berth in EU ports and 50% of emissions from voyages which start or end at EU ports (but the other destination is outside the EU). Furthermore, thenewly passed EU Emissions Trading Directive 2023/959/EC makes clear that all maritime allowances would be auctioned and there will be no free allocation.78.4 million emissions allowances are to be allocated specifically to maritime. If we do not have allowances, we will be forced to purchase allowances fromthe market, which can be costly, especially if other shipping companies are similarly looking to do the same. New systems, personnel, data managementsystems, costs recovery mechanisms, revised service agreement terms and emissions reporting procedures will have to be put in place, at significant cost, toprepare for and manage the administrative aspect of ETS compliance. The cost of compliance, and of our future EU emissions and costs to purchase anallowance for emissions (if we must purchase in order to comply) are unknown and difficult to predict, and are based on a number of factors, including the sizeof our fleet, our trips within and to and from the EU, and the prevailing cost of allowances. Compliance with changes in laws, regulations and obligations relating to climate change could increase our costs related to operating and maintaining ourvessels and require us to install new emission controls, acquire allowances or pay taxes related to our greenhouse gas emissions, or administer and manage agreenhouse gas emissions program. Revenue generation and strategic growth opportunities may also be adversely affected, which could have a materialadverse effect on our business, results of operations, cash flows and financial condition and our ability to pay dividends. 13 Table of Contents Our operations may be adversely impacted by severe weather, including as a result of climate change. Tropical storms, hurricanes, typhoons, and other severe maritime weather events could result in the suspension of operations at the planned ports of call for ourvessels and other vessels we may acquire and require significant deviations from planned routes. In addition, climate change could result in an increase in thefrequency and severity of these extreme weather events. The closure of ports, rerouting of vessels, damage of production facilities, as well as other delayscaused by increasing frequency of severe weather, could stop operations or shipments for indeterminate periods and have a material adverse effect on ourbusiness, operating results, and financial condition. Pending and future tax law changes may result in significant additional taxes to us. Pending and future tax law changes may result in significant additional taxes to us. For example, the Organization for Economic Cooperation andDevelopment published a “Programme of Work,” which was divided into two pillars. Pillar One focused on the allocation of group profits among taxingjurisdictions based on a market-based concept rather than the historical “permanent establishment” concept. Pillar Two, among other things, introduced aglobal minimum tax. The foregoing proposals (in the event international consensus is achieved and implementing laws are adopted) and other possible futuretax changes may have an adverse impact on us. Any requirement or legislation that requires us to pay more tax could have a material adverse effect on ourbusiness, results of operations, cash flows and financial condition and our ability to pay dividends. We are dependent on our charterers and other counterparties fulfilling their obligations under agreements with us, and their inability or unwillingness tohonor these obligations could significantly reduce our revenues and cash flow. Payments to us by our charterers under time charters are and will be our sole source of operating cash flow. Weaknesses in demand for shipping services,increased operating costs due to changes in environmental or other regulations and the oversupply of large vessels as well as the oversupply of smaller sizevessels due to a cascading effect would place certain of our customers under financial pressure. Any declines in demand could result in worsening financialchallenges to our customers and may increase the likelihood of one or more of our customers being unable or unwilling to pay us contracted charter rates orgoing bankrupt. Our charters provide the charterer the right to terminate the charter on the occurrence of stated events or the existence of specified conditions. In addition, theability and willingness of each of our charterers to perform its obligations under its charter with us will depend on a number of factors that are beyond ourcontrol. These factors may include general economic conditions, the condition of the dry bulk shipping industry and the overall financial condition of thecounterparties, and the supply and demand for dry bulk commodities. The costs and delays associated with the default of a charterer of a vessel may beconsiderable and may adversely affect our business, results of operations, cash flows, financial condition and ability to pay dividends. In the recent depressed dry bulk market conditions, there have been numerous reports of charterers renegotiating their charters or defaulting on theirobligations under their charters. If a current or future charterer defaults on a charter, we will seek the remedies available to us, which may include arbitration orlitigation to enforce the contract, although such efforts may not be successful and for short-term charters may cost more to enforce than the potential recovery.We cannot predict whether our charterers will, upon the expiration of their charters, re-charter our vessels on favorable terms or at all. If we lose a time charter because the charterer is unable to pay us or for any other reason, we may be unable to re-deploy the related vessel on similarlyfavorable terms or at all. Also, we will not receive any revenues from such a vessel while it is un-chartered, but we will be required to pay expenses necessaryto maintain and insure the vessel and service any indebtedness on it. The combination of any surplus of dry bulk vessel capacity, the expected entry intoservice of new technologically advanced ships, and the expected increase in the size of the world dry bulk fleet over the next few years may make it difficult tosecure substitute employment for any of our vessels if our counterparties fail to perform their obligations under the currently arranged time charters, and anynew charter arrangements we are able to secure may be at lower rates. Furthermore, the surplus of dry bulk vessels available at lower charter rates couldnegatively affect our charterers’ willingness to perform their obligations under our time charters, particularly if the charter rates in such time charters aresignificantly above the prevailing market rates. Accordingly, we may have to grant concessions to our charterers in the form of lower charter rates for theremaining duration of the relevant charter or part thereof, or to agree to re-charter vessels coming off charter at reduced rates compared to the charter thenended. Because we enter into short-term and medium-term time charters from time-to-time, we may need to re-charter vessels coming off charter morefrequently than some of our competitors, which may have a material adverse effect on business, results of operations and financial condition, as well as ourcash flows, including cash available for distributions to our shareholders. The loss of any of our charterers, time charters or vessels, or a decline in payments under our time charters, could have a material adverse effect on ourbusiness, results of operations and financial condition, as well as our cash flows, including cash available for distributions to our shareholders. 14 Table of Contents In addition to charter parties, we may, among other things, enter into contracts for the sale or purchase of secondhand dry bulk vessels or shipbuildingcontracts for newbuildings, provide performance guarantees relating to shipbuilding contracts to sale and purchase contracts or to charters, enter into creditfacilities or other financing arrangements, accept commitment letters from banks, or enter into insurance contracts and interest or exchange rate swaps or enterinto joint ventures. Such agreements expose us to counterparty credit risk. The ability and willingness of each of our counterparties to perform its obligationsunder a contract with us will depend upon a number of factors that are beyond our control and may include, among other things, general economic conditions,the state of the capital markets, the condition of the ocean-going dry bulk shipping industry and charter hire rates. Should a counterparty fail to honor itsobligations under agreements with us, we could sustain significant losses, which in turn could have a material adverse effect on our business, results ofoperations and financial condition, as well as our cash flows, including cash available for distributions to our shareholders. Capital expenditure and other costs necessary to operate and maintain our vessels may increase. Changes in safety or other equipment standards, as well as compliance with standards imposed by maritime self-regulatory organizations and customerrequirements or competition, may require us to make additional expenditure. In order to satisfy these requirements, we may, from time to time, be required totake our vessels out of service for extended periods of time, with corresponding losses of revenues. In the future, market conditions may not justify theseexpenditures or enable us to operate some or all of our vessels profitably during the remainder of their economic lives. Seasonal fluctuations in industry demand could affect us. We operate our vessels in markets that have historically exhibited seasonal variations in demand and, as a result, in charter rates. This seasonality may result inquarter-to-quarter volatility in our results of operations, which could affect the amount of dividends, if any, that we pay to our shareholders. The market formarine dry bulk transportation services is typically stronger in the fall and winter months in anticipation of increased consumption of coal and other rawmaterials in the northern hemisphere during the winter months. In addition, unpredictable weather patterns in these months tend to disrupt vessel schedulingand supplies of certain commodities. This seasonality could have a material adverse effect on our business, financial condition and results of operations. We may also decide that it makes economic sense to lay up one or more vessels. While our vessels are laid up, we will pay lay-up costs, but those vessels willnot be able to earn any hire. Our insurance may not be adequate to cover our losses that may result from our operations. We carry insurance to protect us against most of the accident-related risks involved in the conduct of our business, including marine hull and machineryinsurance, war risk insurance, protection and indemnity insurance, which includes pollution risks, crew insurance and war risk insurance. However, we maynot be adequately insured to cover losses from our operational risks, which could have a material adverse effect on us. Additionally, our insurers may refuse topay particular claims and our insurance may be voidable by the insurers if we take, or fail to take, certain action, such as failing to maintain certification of ourvessels with applicable maritime regulatory organizations. Any significant uninsured or underinsured loss or liability could have a material adverse effect onour business, results of operations, cash flows and financial condition and our ability to pay dividends. It may also result in protracted legal litigation. Inaddition, we may not be able to obtain adequate insurance coverage at reasonable rates in the future during adverse insurance market conditions. We maintain,for each of our vessels, pollution liability coverage insurance for $1.0 billion per event. If damages from a catastrophic spill exceed our insurance coverage, itwould have a materially adverse effect on our business, results of operations and financial condition and our ability to pay dividends to our shareholders. Moreover, insurers have over the last few years increased premiums and reduced or restricted coverage for losses caused by terrorist acts generally. In addition, we do not currently carry and may not carry loss-of-hire insurance, which covers the loss of revenue during extended vessel off-hire periods, suchas those that occur during an unscheduled drydocking due to damage to the vessel from accidents. Accordingly, any loss of a vessel or extended vessel off-hire, due to an accident or otherwise, could have a material adverse effect on our business, results of operations, financial condition and our ability to paydividends. 15 Table of Contents Our vessels are exposed to operational risks. The operation of any vessel includes risks such as weather conditions, mechanical failure, collision, fire, contact with floating objects, cargo or property loss ordamage and business interruption due to political circumstances in countries, piracy, terrorist attacks, armed hostilities and labor strikes. Such occurrencescould result in death or injury to persons, loss, damage or destruction of property or environmental damage, delays in the delivery of cargo, loss of revenuesfrom or termination of charter contracts, governmental fines, penalties or restrictions on conducting business, higher insurance rates and damage to ourreputation and customer relationships, generally, market disruptions, delays, and rerouting and could also subject us to litigation. Epidemics and other publichealth incidents may also lead to crew member illness, which can disrupt the operations of our vessels or other vessels we may acquire, or result in theimposition of public health measures, which may prevent our vessels or other vessels we may acquire from calling on ports or discharging cargo in the affectedareas or in other locations after having visited the affected areas. In the past, political conflicts have also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly inthe Arabian Gulf region. The ongoing conflict in Ukraine has previously resulted in missile attacks on commercial vessels in the Black Sea and the recentoutbreak of conflict in the Red Sea has also resulted in missile attacks on vessels. Acts of terrorism and piracy have also affected vessels trading in regionssuch as the South China Sea, the Gulf of Guinea region off the coast of Nigeria, which has experienced increased incidents of piracy in recent years, the RedSea, the Gulf of Aden off the Coast of Somalia and parts of the Indian Ocean and West Africa. Continuing conflicts and recent developments in the MiddleEast and North Africa, including Egypt, Syria, Iran, Iraq and Libya, the recent conflict in Ukraine and between Israel and Hamas, and the presence of UnitedStates and other armed forces in the Middle East and Asia could produce armed conflict or be the target of terrorist attacks, and lead to civil disturbance anduncertainty in financial markets. If these attacks and other disruptions result in areas where our vessels are deployed being characterized by insurers as “warrisk” zones or Joint War Committee “war, strikes, terrorism and related perils” listed areas, premiums payable for such coverage could increase significantlyand such insurance coverage may be more difficult or impossible to obtain. In addition, we face the risk of a marine disaster, which could include an oil spilland other environmental damage. Although our vessels carry a relatively small amount of oil used for fuel (“bunkers”), a spill of oil from one of our vessels orlosses as a result of fire or explosion could be catastrophic under certain circumstances. The operation of certain vessel types, such as dry bulk vessels, also carry certain unique risks. With a dry bulk vessel, the cargo itself and its interaction withthe vessel can be a risk factor. By their nature, dry bulk cargoes are often heavy, dense, easily shifted and react badly to water exposure. In addition, dry bulkvessels are often subjected to battering during unloading operations with grabs, jackhammers (to pry encrusted cargoes out of the hold) and small bulldozers.This may cause damage to the vessel. Vessels damaged due to treatment during unloading procedures may be more susceptible to breach while at sea. Hullbreaches in dry bulk vessels may lead to the flooding of the vessels holds. If a dry bulk vessel suffers flooding in its forward holds, the bulk cargo may becomeso dense and waterlogged that its pressure may buckle the vessels bulkheads leading to the loss of a vessel. If we are unable to adequately maintain ourvessels, we may be unable to prevent these events. Any of these circumstances or events could negatively impact our business, financial condition, results ofoperations and ability to pay dividends. In addition, the loss of any of our vessels could harm our reputation as a safe and reliable vessel owner and operator. If our vessels or other vessels we may acquire suffer damage, they may need to be repaired at a drydocking facility. The time and costs of repairs areunpredictable and may be substantial. We may have to pay repair costs that our insurance does not cover in full. The loss of earnings while our vessels or othervessels we may acquire are being repaired and repositioned, as well as the actual cost of these repairs and repositioning, would decrease our earnings. Inaddition, space at drydocking facilities is sometimes limited and not all drydocking facilities are conveniently located. We may be unable to find space at asuitable drydocking facility and be forced to travel to a drydocking facility that is not conveniently located to our vessels’ positions. The loss of earnings whilethese vessels are forced to wait for space or to travel to more distant drydocking facilities, or both, would decrease our earnings. We may not be adequately insured against all risks, and our insurers may not pay particular claims. With respect to war risks insurance, which we usuallyobtain for certain of our vessels making port calls in designated war zone areas, such insurance may not be obtained prior to one of our vessels entering into anactual war zone, which could result in that vessel not being insured. Even if our insurance coverage is adequate to cover our losses, we may not be able totimely obtain a replacement vessel in the event of a loss. Under the terms of our financial arrangements, we will be subject to restrictions on the use of anyproceeds we may receive from claims under our insurance policies. Furthermore, in the future, we may not be able to maintain or obtain adequate insurancecoverage at reasonable rates for our fleet. We may also be subject to calls, or premiums, in amounts based not only on our own claim records but also the claimrecords of all other members of the protection and indemnity associations through which we receive indemnity insurance coverage for tort liability. Ourinsurance policies also contain deductibles, limitations and exclusions which may increase our costs in the event of a claim or decrease any recovery in theevent of a loss. If the damages from a catastrophic oil spill or other marine disaster exceeded our insurance coverage, the payment of those damages couldhave a material adverse effect on our business and could possibly result in our insolvency. 16 Table of Contents In general, we do not carry loss of hire insurance. Occasionally, we may decide to carry loss of hire insurance when our vessels are trading in areas where ahistory of piracy has been reported. Loss of hire insurance covers the loss of revenue during extended vessel off-hire periods, such as those that could occurduring an unscheduled drydocking, unscheduled repairs due to damage to the vessel, or as a result of acts of piracy. Accordingly, any loss of a vessel or anyextended period of vessel off- hire, due to an incident, accident or otherwise, could have a material adverse effect on our business, financial condition andresults of operations. We may also decide that it makes economic sense to lay up one or more vessels. While our vessels are laid up, we will pay lay-up costs, but those vessels willnot be able to earn any hire. We may be subject to funding calls by our protection and indemnity clubs, and our clubs may not have enough resources to cover claims made againstthem. We are indemnified for legal liabilities incurred while operating our vessels through membership of protection and indemnity, or P&I, associations, otherwiseknown as P&I clubs. P&I clubs are mutual insurance clubs whose members must contribute to cover losses sustained by other club members. The objective ofa P&I club is to provide mutual insurance based on the aggregate tonnage of a member’s vessels entered into the club. Claims are paid through the aggregatepremiums of all members of the club, although members remain subject to calls for additional funds if the aggregate premiums are insufficient to cover claimssubmitted to the club. Claims submitted to the club may include those incurred by members of the club, as well as claims submitted by other P&I clubs withwhich our club has entered into interclub agreements. We cannot assure you that the P&I club to which we belong will remain viable or that we will notbecome subject to additional funding calls, which could adversely affect us. We may be subject to increased inspection procedures, tighter import and export controls and new security regulations. International shipping is subject to various security and customs inspection and related procedures in countries of origin and destination and trans-shipmentpoints. Inspection procedures can result in the seizure of the cargo and contents of our vessels, delays in the loading, offloading or delivery and the levying ofcustoms duties, fines or other penalties against us. It is possible that changes to inspection procedures could impose additional financial and legal obligationson us. Furthermore, changes to inspection procedures could also impose additional costs and obligations on our customers and may, in certain cases, render theshipment of certain types of cargo impractical. Any such changes or developments may have a material adverse effect on our business, financial condition,results of operations and our ability to pay dividends. 17 Table of Contents Rising fuel prices may adversely affect our profits. Fuel is a significant, if not the largest, expense if vessels are under voyage charter or if consumed during ballast days. Moreover, the cost of fuel will affect theprofit we can earn on the short-term or spot market. Upon redelivery of vessels at the end of a time charter, we may be obliged to repurchase the fuel on boardat prevailing market prices, which could be materially higher than fuel prices at the inception of the time charter period. As a result, an increase in the price offuel may adversely affect our profitability. The price and supply of fuel is unpredictable and fluctuates based on events outside our control, includinggeopolitical events, supply and demand for oil and gas, actions by the Organization of the Petroleum Exporting Countries and other oil and gas producers, theimposition of new regulations adopted by the IMO, war and unrest in oil producing countries and regions, regional production patterns and environmentalconcerns. While fuel prices remained generally lower in 2023 as compared to 2022, fuel has or may become much more expensive in the future, including as aresult of the developments in Ukraine and the sanctions against Russia, the imposition of sulfur oxide emissions limits in January 2020 and reductions ofcarbon emissions from January 2023 under new regulations adopted by the International Maritime Organization, or the IMO, which may reduce theprofitability and competitiveness of our business versus other forms of transportation, such as truck or rail. As a result of the sulfur oxide emissions limits, because we do not have scrubbers on our vessels, our vessels require pricier low-sulfur fuel, which may reducethe amount charterers are willing to pay to charter our vessels. This could have a material adverse effect on our business, results of operations, cash flows andfinancial condition and our ability to pay dividends. Increases in crew costs may adversely affect our profits. Crew costs are a significant expense for us under our charters. There is a limited supply of well-qualified crew. We generally bear crewing costs under ourcharters. Increases in crew costs may adversely affect our profitability. In addition, labor disputes or unrest, including work stoppages, strikes and/or workdisruptions or increases imposed by collective bargaining agreements covering the majority of our officers on board our vessels could result in higherpersonnel costs and significantly affect our financial performance. Furthermore, while we do not have any Ukrainian or Russian crew and the Company’svessels currently do not sail in the Black Sea, the extent to which this will impact the Company’s future results of operations and financial condition willdepend on future developments, which are highly uncertain and cannot be predicted. Changes in labor laws and regulations, collective bargaining negotiationsand labor disputes, and potential shortage of crew due to the conflict between Russia and Ukraine, could increase our crew costs and have a material adverseeffect on our business, results of operations, cash flows, financial condition and ability to pay dividends. Maritime claimants could arrest our vessels. Crew members, suppliers of goods and services to a vessel, shippers of cargo and other parties may be entitled to a maritime lien against a vessel, or otherassets of the relevant vessel-owning company, for unsatisfied debts, claims or damages even if we are not at fault, for example, if we pay a supplier forbunkers who subcontracts the supply and does not pay such subcontractor. In many jurisdictions, a claimant may seek to obtain security for its claim byarresting a vessel through foreclosure proceedings. The arrest or attachment of one or more of our vessels, could cause us to default on a charter, breachcovenants in our financial arrangements, interrupt our cash flow and require us to pay large sums of money to have the arrest or attachment lifted. Please see“Item 5.B. Liquidity and Capital Resources—Indebtedness” for further information. In addition, in some jurisdictions, such as South Africa, under the “sister ship” theory of liability, a claimant may arrest both the vessel that is subject to theclaimant’s maritime lien and any “associated” vessel, which is any vessel owned or controlled by the same owner. Claimants could attempt to assert “sistership” liability against one vessel in our fleet for claims relating to another of our vessels. Governments could requisition our vessels during a period of war or emergency. A government could requisition one or more of our vessels for title or for hire. Requisition for title occurs when a government takes control of a vessel andbecomes the owner. Requisition for hire occurs when a government takes control of a vessel and effectively becomes the charterer at dictated charter rates.Generally, requisitions occur during a period of war or emergency, although governments may elect to requisition vessels in other circumstances. Although wewould be entitled to compensation in the event of a requisition of one or more of our vessels, the amount and timing of payment of such compensation wouldbe uncertain. Government requisition of one or more of our vessels may negatively impact our business, financial condition, results of operations and ability topay dividends. 18 Table of Contents Compliance with safety and other vessel requirements imposed by classification societies may be costly. The hull and machinery of every commercial vessel must be certified as safe and seaworthy in accordance with applicable rules and regulations, andaccordingly vessels must undergo regular surveys. All of the vessels that we operate or manage are classed by one of the major classification societies, forexample Nippon Kaiji Kyokai (Class NK), DNV GL, Lloyds and ABS. Vessels must undergo annual surveys, immediate surveys and special surveys. In lieuof a special survey, a vessel’s machinery may be on a continuous survey cycle, under which the machinery would be surveyed over a five-year period. Ourvessels are on special survey cycles for hull inspection and continuous survey cycles for machinery inspection. Every vessel is also required to be drydockedevery two to three years for inspection of its underwater parts. If any vessel does not maintain its class and/or fails any annual, intermediate or special survey,certain covenants in our existing financial arrangements or future credit arrangements may be triggered, including as a result of the vessel being unable to tradebetween ports and being unemployable. Such an occurrence could have a material adverse impact on our business, financial condition, results of operationsand ability to pay dividends. Please see “Item 5.B. Liquidity and Capital Resources—Indebtedness” for further information. A further economic slowdown or changes in the economic, regulatory and political environment in the Asia Pacific region could reduce dry bulk tradedemand. A significant number of the port calls made by our vessels involve the transportation of dry bulk products to ports in the Asia Pacific region. As a result,continued economic slowdown in the region or changes in the regulatory environment, and particularly in China or Japan, could have an adverse effect on ourbusiness, results of operations, cash flows and financial condition. Before the global economic financial crisis that began in 2008, China had one of the world’sfastest growing economies as measured by gross domestic product, or GDP, which had a significant impact on shipping demand. China’s GDP growth rate forthe year ended December 31, 2023 was approximately 5.2% according to China. In addition, China previously imposed measures to restrain lending, whichmay further contribute to a slowdown in its economic growth. China and other countries in the Asia Pacific region may continue to experience slowed or evennegative economic growth in the future. Many of the economic and political reforms adopted by the Chinese government are unprecedented or experimental and may be subject to revision, change orabolition based upon the outcome of such experiments. If the Chinese government does not continue to pursue a policy of economic reform, the level ofimports of exports of dry bulk products to and from China could be adversely affected by changes to these economic reforms by the Chinese government, aswell as by changes in political, economic and social conditions or other relevant policies of the Chinese government, such as changes in laws, regulations orrestrictions on importing commodities into the country. Notwithstanding economic reform, the Chinese government may adopt policies that favor domesticshipping companies and may hinder our ability to compete with them effectively. Moreover, a significant or protracted slowdown in the economies of theUnited States, the European Union or various Asian countries or changes in the regulatory environment may adversely affect economic growth in China andelsewhere. Our business, results of operations, cash flows and financial condition could be materially and adversely affected by an economic downturn orchanges in the regulatory environment in any of these countries. Pandemics such as the coronavirus (COVID-19) may make it very difficult for us to operate in the short-term and have unpredictable long-termconsequences, all of which could decrease the supply of and demand for the raw materials we transport, the rates that we are paid to carry our cargo, andour financial outlook. Global public health threats, such as the COVID-19 outbreak, and its variants, influenza, and other highly communicable diseases or viruses, outbreaks ofwhich have from time to time occurred in various parts of the world in which we operate, including China, could disrupt global financial markets andeconomic conditions and adversely impact our operations, the timing of completion of any outstanding or future newbuilding projects, as well as theoperations of our charterers and other customers. For example, the outbreak of COVID-19 caused severe global disruptions, with governments in affectedcountries imposing travel bans, quarantines, and other emergency public health measures. Companies have also taken precautions, such as requiring employeesto work remotely, imposing travel restrictions, and temporarily closing businesses. 19 Table of Contents Our business may be adversely affected by the lingering effects of COVID-19 and the reimposition of governmental responses to the virus, which hasintroduced uncertainty into our operational and financial activities and has negatively impacted, and may continue to impact negatively, global economicactivity. Average charter rates for dry bulk vessels, as measured by the Baltic Dry Index, improved significantly in 2021 and part of 2022 since the secondquarter of 2020, reduced in the beginning of 2023 and rebounded towards the end of 2023; the underlying reasons for this improvement, such as tight supplylines, increased demand for bulk commodities on the back of firmly rebounding industrial activity, increased demand for containerized cargo due to increasedconsumption mainly from developed countries, and newbuild construction being put on hold due to the pandemic, has somewhat reversed, which couldnegatively impact our business. Although the incidence and severity of COVID-19 and its variants have diminished over time, periodic spikes in incidenceoccur and similar restrictions, and future prevention and mitigation measures against outbreaks of epidemic and pandemic diseases, are likely to have anadverse impact on global economic conditions, which could materially and adversely affect our future operations. As a result of such measures, our vessels andother vessels we may acquire may not be able to call on or disembark from ports located in regions affected by the outbreak. In addition, we may experiencesevere operational disruptions and delays, unavailability of normal port infrastructure and services including limited access to equipment, critical goods andpersonnel, disruptions to crew changes, quarantine of ships or crew, counterparty solidity, closure of ports and custom offices, as well as disruptions in thesupply chain and industrial production, which may lead to reduced cargo demand, among other potential consequences attendant to epidemic and pandemicdiseases. Continued uncertainties associated with the COVID-19 pandemic worldwide may cause an adverse impact on the global economy and the rateenvironment for tanker and other cargo vessels may deteriorate and our operations and cash flows may be negatively impacted. The extent to which our business, operating results, cash flows, financial condition, financings, value of our vessels or other vessels we may acquire, andability to pay dividends may be negatively affected by a resurgence of COVID-19 or future pandemics, epidemics, or other outbreaks of infectious diseases ishighly uncertain and will depend on numerous evolving factors that we cannot predict, including, but not limited to, (i) the duration and severity of theinfectious disease outbreak; (ii) the imposition of restrictive measures to combat the outbreak and slow disease transmission; (iii) the introduction of financialsupport measures to reduce the impact of the outbreak on the economy; (iv) shortages or reductions in the supply of essential goods, services, or labor; and (v)fluctuations in general economic or financial conditions tied to the outbreak, such as a sharp increase in interest rates or reduction in the availability of credit.We cannot predict the effect that an outbreak of a new COVID-19 variant or strain, or any future infectious disease outbreak, pandemic, or epidemic may haveon our business, operating results, cash flows, and financial condition, which could be material and adverse. Sulphur regulations to reduce air pollution from ships may require retrofitting of vessels and may cause us to incur significant costs. Since January 1, 2020 the IMO regulations have required vessels to comply with a global cap on the sulphur in fuel oil used on board of 0.5%, down from theprevious 3.5%. The interpretation of “fuel oil used on board” includes use in main engine, auxiliary engines and boilers. Shipowners may comply with thisregulation by (i) using 0.5% sulphur fuels on board, which costs more than higher sulphur fuel; (ii) installing scrubbers for cleaning of the exhaust gas (whichwe have not done to any of our vessels); or (iii) by retrofitting vessels to be powered by liquefied natural gas (which we have not done to any of our vessels),which may not be a viable option due to the lack of supply network and high costs involved in this process. Additionally, in July 2023, IMO adopted the 2023IMO Strategy on Reduction of GHG Emissions from Ships, which identifies a number of levels of ambition, including (1) decreasing the carbon intensity fromships through the implementation of further phases of EEDI for new ships; (2) reducing carbon dioxide emissions per transport work, as an average acrossinternational shipping, by at least 40% by 2030, and (3) pursuing net-zero GHG emission by or around 2050. Costs of compliance with these regulatorychanges may be significant and may have a material adverse effect on our future performance, results of operations, cash flows and financial position. It isunclear how the new emissions standard will affect the employment of our vessels, given that the cost of fuel is borne by our charterers when our vessels areon time charter employment. Over time, however, it is possible that ships not retrofitted to comply with the new emissions standard may become lesscompetitive (compared with ships equipped with exhaust gas scrubbers that can utilize less expensive high sulphur fuel), may have difficulty findingemployment, may command lower charter hire and/or may need to be scrapped. Worldwide inflationary pressures could negatively impact our results of operations and cash flows. It has been recently observed that worldwide economies have experienced inflationary pressures, with price increases seen across many sectors globally. Forexample, the U.S. consumer price index, an inflation gauge that measures costs across dozens of items, rose 3.4% percent from December 2022 to December2023. It remains to be seen whether inflationary pressures will continue, and to what degree, as central banks begin to respond to price increases. In the eventthat inflation becomes a significant factor in the global economy generally and in the shipping industry more specifically, inflationary pressures would result inincreased operating, voyage and administrative costs. Furthermore, the effects of inflation on the supply and demand of the products we transport could alterdemand for our services. During an inflationary period, such as one we are currently experiencing, the SOFR or similar reference rate will generally beincreased, thus costing us more money to service our debt obligations and reducing our net revenues. Interventions in the economy by central banks inresponse to inflationary pressures may slow down economic activity, including by altering consumer purchasing habits and reducing demand for thecommodities and products we carry, and cause a reduction in trade. As a result, the volumes of goods we deliver and/or charter rates for our vessels may beaffected. Any of these factors could have an adverse effect on our business, financial condition, cash flows and operating results. 20 Table of Contents Environmental, social and governance matters may impact our business and reputation. In addition to the importance of their financial performance, companies are increasingly being judged by their performance on a variety of environmental,social and governance matters, or ESG, which are considered to contribute to the long-term sustainability of a company’s performance. A variety of organizations measure the performance of companies on such ESG topics, and the results of these assessments are widely publicized. In addition,investment in funds that specialize in companies that perform well in such assessments are increasingly popular, and major institutional investors have publiclyemphasized the importance of such ESG measures to their investment decisions. Topics taken into account in such assessments include, among others, thecompany’s efforts and impact on climate change and human rights, ethics and compliance with laws, and the role of the company’s board of directors insupervising various sustainability issues. We actively manage a broad range of such ESG matters, taking into consideration their expected impact on the sustainability of our business over time, and thepotential impact of our business on society and the environment. However, in light of investors’ increased focus on ESG matters, there can be no certainty thatwe will manage such issues successfully, or that we will successfully meet societal expectations as to our proper role. Any failure or perceived failure by us inthis regard could have a material adverse effect on our reputation and on our business, share price, financial condition, or results of operations, including thesustainability of our business over time. On December 31, 2018, EU-flagged vessels became subject to Regulation (EU) No. 1257/2013 of the European Parliament and of the Council of 20November 2013 on ship recycling (the “EU Ship Recycling Regulation” or “ESRR”) and exempt from the Regulation (EC) No. 1013/2006 of the EuropeanParliament and of the Council of 14 June 2006 on shipments of waste (the “European Waste Shipment Regulation” or “EWSR”), which had previouslygoverned their disposal and recycling. The EWSR continues to be applicable to Non-European Union Member State-flagged (“non-EU-flagged”) vessels. Under the ESRR, commercial EU-flagged vessels of 500 gross tonnage and above may be recycled only at shipyards included on the European List ofAuthorised Ship Recycling Facilities (the “European List”). The European List presently includes eight facilities in Turkey, but no facilities in the major shiprecycling countries in Asia. The combined capacity of the European List facilities may prove insufficient to absorb the total recycling volume of EU-flaggedvessels. This circumstance, taken in tandem with the possible decrease in cash sales, may result in longer wait times for divestment of recyclable vessels aswell as downward pressure on the purchase prices offered by European List shipyards. We currently don’t have any vessels flagged in the EU, but in the futurewe may have vessels flagged in EU jurisdictions. In addition, the EWSR requires that non-EU-flagged ships departing from European Union ports be recycled only in Organisation for Economic Cooperationand Development (OECD) member countries. In March 2018, the Rotterdam District Court ruled that the sale of four recyclable vessels by third-party Dutchship owner Seatrade to cash buyers, who then reflagged and resold the vessels to non-OECD country recycling yards, were effectively indirect sales to non-OECD country yards, in violation of the EWSR. If European Union Member State courts widely adopt this analysis, it may negatively impact revenue fromthe residual values of our vessels and we may be subject to a heightened risk of non-compliance, due diligence obligations and costs in instances where we sellolder ships to cash buyers. On March 6, 2024, the SEC adopted final rules to enhance and standardize climate-related disclosures by public companies and in public offerings. The finalrules will become effective 60 days following publication of the adopting release in the Federal Register. As a non-accelerated filer, we will be required toprovide the enhanced climate-related disclosures in our annual reports for the year ending December 31, 2027. Costs of compliance with these new rules maybe significant and may have a material adverse effect on our future performance, results of operations, cash flows and financial position. 21 Table of Contents The smuggling of drugs or other contraband onto our vessels may lead to governmental claims against us. We expect that our vessels will call at ports where smugglers may attempt to hide drugs and other contraband on vessels, with or without the knowledge ofcrew members. To the extent that our vessels are found with contraband, whether inside or attached to the hull of our vessel, and whether with or without theknowledge of any of our crew, we may face governmental or other regulatory claims that could have an adverse effect on our business, results of operations,cash flows, financial condition and ability to pay dividends. Labor interruptions could disrupt our business. Our vessels are manned by masters, officers and crews (totaling 135 as of December 31, 2023). Seafarers manning the vessels in our fleet are covered byindustry-wide collective bargaining agreements that set basic standards. Any labor interruptions or employment disagreements with our crew members coulddisrupt our operations and could have a material adverse effect on our business, results of operations, cash flows, financial condition and ability to paydividends. We cannot assure you that collective bargaining agreements will prevent labor interruptions. Company-Specific Risk Factors The market values of our vessels have fluctuated and have from time to time triggered certain financial covenants under our existing and potentiallyfuture financing arrangements. The fair market values of our vessels and other vessels we may acquire are related to prevailing freight charter rates. While the fair market value of vessels andthe freight charter market have a very close relationship as the charter market moves from trough to peak, the time lag between the effect of charter rates onmarket values of ships can vary. A decrease in the market value of our vessels and other vessels we may acquire could require us to raise additional capital inorder to remain compliant with our loan covenants or the covenants in the other financing agreements and could result in the loss of our vessels and othervessels we may acquire (including, through foreclosure by our lenders and lessors) and adversely affect our earnings and financial condition. The market value of dry bulk vessels has generally experienced high volatility. The market prices for secondhand and newbuilding dry bulk vessels in therecent past have declined from historically high levels to low levels within a short period of time. The market value of our vessels may increase and decrease depending on a number of factors including: Øprevailing level of charter rates; Øthe environmental friendliness of our vessels; Øgeneral economic and market conditions affecting the shipping industry, including relating to COVID-19 and the Ukraine conflict and relatedsanctions; Øcompetition from other shipping companies; Øconfigurations, sizes and ages of vessels; Øsophistication and condition of vessels; Øadvances in efficiency, such as introduction of autonomous vessels; Øsupply and demand for vessels; Øother modes of transportation; Øcost and number of newbuildings; 22 Table of Contents Øability of buyers to access financing and capital; Ønumber of vessels scrapped or otherwise removed from the world fleet; Ølifetime maintenance record; Øthe cost of retrofitting or modifying existing ships to respond to technological advances in vessel design or equipment, changes in applicableenvironmental or other regulations or standards, or otherwise; Øgovernmental or other regulations; and Øtechnological advances. In addition, as vessels grow older, they generally decline in value. Our loan agreement with First Citizens Bank & Trust Company (formerly known as CITBank N.A.), which we refer to as our CIT Loan Facility, is secured by mortgages on six of our vessels, and requires us to maintain specified collateralcoverage ratios and to satisfy financial covenants, including requirements based on the market value of our vessels and our liquidity. Our previous loanfacilities had similar requirements, and any financing arrangements may have similar collateral requirements and provisions. Since the middle of 2008 throughpart of 2021, the prevailing conditions in the dry bulk charter market coupled with the general difficulty in obtaining financing for vessel purchases led to adecline in the market values of our vessels, which have increased since that time. However, we cannot predict when and if vessel values will again start todecline. As of December 31, 2023, we were in compliance with the covenants included in our CIT Loan Facility. For a more detailed discussion see “Item 5.BLiquidity and Capital Resources—Indebtedness” and Note 11 in the Consolidated Financial Statements included herewith. Further declines of market values of our vessels may affect our ability to comply with various covenants and could also limit the amount of funds we arepermitted to borrow under our current CIT Loan Facility or future financing arrangements we may enter into. If we breach the financial and other covenantsunder our financial arrangements, our lenders or capital providers could accelerate our indebtedness, or require us to pay down our indebtedness to a levelwhere we regain compliance with such covenants, and/or foreclose on vessels in our fleet or terminate a bareboat charter in the case where we have a sale andleaseback transaction, which would significantly impair our ability to continue to conduct our business. If our indebtedness were accelerated in full or in part,it would be very difficult in the current financing environment for us to refinance our debt or obtain additional financing and we could lose our vessels if ourlenders foreclose upon their liens, which would adversely affect our business, financial condition, ability to continue our business and for Globus Maritime topay dividends. For a more detailed discussion on our loan covenants and cross-default provisions, see “Item 5.B Liquidity and Capital Resources—Indebtedness—CIT LoanFacility.” If we sell any vessel at a time when vessel prices have fallen and before we have recorded an impairment adjustment to our consolidated financial statements,the sale price may be agreed at a value lower than the vessel’s depreciated book value as in our consolidated financial statements at that time, resulting in aloss and a respective reduction in earnings. If the market values of our vessels decrease, such decrease and its effects could have a material adverse effect onour business, financial condition, results of operations and ability for Globus Maritime to pay dividends. If a determination is made that a vessel’s future useful life is limited or its future earnings capacity is reduced, it could result in an impairment of its value onour consolidated financial statements that would result in a charge against our earnings and the reduction of our stockholders’ equity. These impairment costscould be very substantial. We may not be able to attract and retain key management personnel and other employees in the shipping industry. Our success will depend to a significant extent upon the abilities and efforts of our management team consisting of our Chief Executive Officer, including ourability to retain our management team and the ability of our management to recruit and hire suitable employees. The loss of our Chief Executive Officer orother key employees could adversely affect our business prospects and financial condition. Difficulty in hiring and retaining personnel could adversely affectour results of operations. 23 Table of Contents Our financial arrangements contain, and we expect that future loan agreements and financing arrangements will contain, restrictive covenants that maylimit our liquidity and corporate activities, which could limit our operational flexibility and have an adverse effect on our financial condition and results ofoperations. In addition, because of the presence of cross-default provisions in our existing loan agreement and the expectation that such may exist in anyfuture financing arrangements, a default by us under one loan could lead to defaults under multiple loans. Our CIT Loan Facility contains, and future financing arrangements may contain, customary covenants and event of default clauses, financial covenants,restrictive covenants and performance requirements, which may affect operational and financial flexibility. Such restrictions could affect, and in many respectslimit or prohibit, among other things, our ability to pay dividends, incur additional indebtedness, create liens, sell assets, change our chief executive officer orchairman or ship manager, or engage in mergers or acquisitions. These restrictions could limit our ability to plan for or react to market conditions or meetextraordinary capital needs or otherwise restrict corporate activities. There can be no assurance that such restrictions will not adversely affect our ability tofinance our future operations or capital needs. As a result of these restrictions, we may need to seek permission from our lenders and other financing counterparties in order to engage in some corporateactions. Our lenders’ and other financing counterparties’ interests may be different from ours and we may not be able to obtain their permission when needed.This may prevent us from taking actions that we believe are in our best interests, which may adversely impact our revenues, results of operations and financialcondition. If we fail to meet our payment and other obligations, including our financial covenants and any security coverage requirements, could lead to defaults underour financing arrangements. Likewise, a decrease in vessel values or adverse market conditions could cause us to breach our financial covenants or securityrequirements (the market values of dry bulk vessels have generally experienced high volatility), which are currently present in our CIT Loan Facility. In theevent of a default that we cannot remedy, our lenders and other financing counterparties could then accelerate their indebtedness and foreclose on therespective vessels in our fleet. The loss of any of our vessels could have a material adverse effect on our business, results of operations and financial condition. Our CIT Loan Facility contains, and any financing agreements we may enter into in the future may contain, cross-default provisions, pursuant to which adefault by us under a loan and the refusal of any one lender to grant or extend a waiver could result in the acceleration of our indebtedness under any otherloans and financing agreements we have entered into. There can be no assurance that we will obtain waivers and deferrals from our lenders in the future, if needed, as we have obtained in the past. We are currentlyin compliance with all applicable financial covenants under our financing arrangements. For more information regarding our current financing arrangements,see please see “Item 5.B. Liquidity and Capital Resources—Indebtedness.” We cannot assure you that we will be able to refinance our existing indebtedness or obtain additional financing. We currently have secured indebtedness under one loan agreement and are also party to one sale and leaseback transaction. For more information on ourexisting financing arrangements, please see “Item 5.B. Liquidity and Capital Resources—Indebtedness.” We may finance future fleet expansion withadditional secured indebtedness or sale and leaseback arrangement or similar structures. Our ability to obtain bank financing or to access the capital marketsfor future offerings may be limited by our financial condition at the time of any such financing or offering, including the actual or perceived credit quality ofour charterers and the market value of our fleet, as well as by adverse market conditions resulting from, among other things, general economic conditions,weakness in the financial markets and contingencies and uncertainties that are beyond our control. Significant contraction, de-leveraging and reduced liquidityin credit markets worldwide is reducing the availability and increasing the cost of credit. If we are not able to obtain new debt financing on terms acceptable to us or refinance our existing debt, we will have to dedicate a portion of our cash flowfrom operations to pay the principal and interest of this indebtedness. If we are not able to satisfy these obligations, we may have to undertake alternativefinancing plans. In addition, debt service payments under our loan agreements or alternative financing may limit funds otherwise available for working capital,capital expenditures, the payment of dividends and other purposes. Our inability to obtain additional or replacement financing at anticipated costs or at all maymaterially affect our results of operation, our ability to implement our business strategy, our payment of dividends and our ability to continue as a goingconcern. 24 Table of Contents We depend on short-term or spot charters in volatile shipping markets. We currently charter most of the vessels in our fleet on the short-term charter market. The short-term or spot charter market is highly competitive and short-term or spot charter rates may fluctuate significantly based upon available charters and the supply of and demand for seaborne shipping capacity. While ourfocus on the short-term or spot market may enable us to benefit if industry conditions strengthen, we must consistently procure short-term or spot charterbusiness. Conversely, such dependence makes us vulnerable to declining market rates for short-term or spot charters and to the off-hire periods includingballast passages. Rates within the short-term or spot charter market are subject to volatile fluctuations while longer-term time charters provide income at pre-determined rates over more extended periods of time. There can be no assurance that we will be successful in keeping our vessels fully employed in theseshort-term markets or that future short-term or spot rates will be sufficient to enable the vessels to be operated profitably. A significant decrease in charter rateswould affect value and further adversely affect our profitability, cash flows and ability to pay dividends. Furthermore, we have in the past, and may in thefuture, employ our vessels on index-linked time charters. Index-linked charters, regardless of the length of charter, reflect similar rate volatility as spot/voyagerates, as they are usually dependent on market conditions that may be volatile, although the index-linked hire rate may enable us to capture increased profitmargins during periods of improvements in vessel charter rates. We cannot give assurances that future available short-term spot charters or index-linkedcharters will enable us to operate our vessels profitably. We may also decide that it makes economic sense to lay up one or more vessels. While our vessels are laid up, we will pay lay-up costs, but those vessels willnot be able to earn any hire. We may be unable to successfully employ our vessels on long-term time charters or take advantage of favorable opportunities involving short-term or spotmarket charter rates. Our long-term strategy to maximize the value of our fleet is to employ our vessels on a mix of all types of charter contracts, including in the short-term or spotmarket and on bareboat charters and long-term or fixed-hire or index-linked hire time charters. We believe this strategy provides the cash flow stability,reduced exposure to market downturns and high utilization rates of the charter market, while at the same time enabling us to benefit from periods of increasingshort-term or spot market rates. But our short-term strategy at any given point in time is dictated by a multitude of factors and the chartering opportunitiesbefore us. We may, for example, seek to employ a greater portion of our fleet on the short-term, spot market or index-linked time charters or on fixed-hire timecharters with longer durations, should we believe it to be in our best interests. We generally prefer spot or short-term contracts in order to be versatile, to beable to move quickly to capture a market upswing, and to be more selective with the cargos we carry. Long-term charters, however, provide desirable cashflow stability, albeit at the cost of missing upswings in cargo rates. Index-linked charters, regardless of the length of charter, reflect similar rate volatility asspot/voyage rates, as the hire changes depending on then existing market conditions that may be volatile, although the index-linked hire rate may enable us tocapture increased profit margins during periods of improvements in vessel charter rates. Accordingly, our mix between short-term or spot charters, longer-termcharters and index-linked charters changes from time-to-time. When our ships are not all on the short-term or spot market, we generally seek to stagger theexpiration dates of our charters to reduce exposure to volatility in the shipping cycle when our vessels come off of charter. We also continually monitordevelopments in the dry bulk shipping industry and, subject to market demand, will adjust the number of vessels on charters and the charter periods for ourvessels according to market conditions. We and our Manager have developed relationships with a number of international charterers, vessel brokers, financial institutions, insurers and shipbuilders.We have also developed a network of relationships with vessel brokers who help facilitate vessel charters and acquisitions. Although time charters with durations of one to five years may provide relatively steady streams of revenue, if our vessels were committed to such chartersthey may not be available for re-chartering or for short-term or spot market voyages when such employment would allow us to realize the benefits ofcomparably more favorable charter rates. In addition, in the future, we may not be able to enter into new time charters on favorable terms. The dry bulk marketis volatile. While charter rates are presently generally above our operating expenses, in the past charter rates have declined below operating costs of vessels. Ifwe are required to enter into a charter when charter rates are low, employ our vessels on the short-term or spot market during periods when charter rates havefallen, have index linked charters when rates are low, or we are unable to take advantage of short-term opportunities on the spot or charter market, our earningsand profitability could be adversely affected. We cannot assure you that future charter rates will enable us to cover our costs, operate our vessels profitably orto pay dividends, or all of them. We may also decide that it makes economic sense to lay up one or more vessels. While our vessels are laid up, we will pay lay-up costs, but those vessels willnot be able to earn any hire. 25 Table of Contents We conduct a substantial amount of business in China. The Chinese legal system is based on written statutes and their legal interpretation by the Standing Committee of the National People’s Congress. Prior courtdecisions may be cited for reference but have limited precedential value. Since 1979, the Chinese government has been developing a comprehensive system ofcommercial laws, and considerable progress has been made in introducing laws and regulations dealing with economic matters such as foreign investment,corporate organization and governance, commerce, taxation and trade. However, because these laws and regulations are relatively new, there is a general lackof internal guidelines or authoritative interpretive guidance and because of the limited number of published cases and their non-binding nature interpretationand enforcement of these laws and regulations involve uncertainties. We conduct a substantial portion of our business in China or with Chinese counterparties.For example, we enter into charters with Chinese customers, which charters may be subject to new regulations in China. We may, therefore, be required toincur new or additional compliance or other administrative costs, and pay new taxes or other fees to the Chinese government. Although the charters we enterinto with Chinese counterparties are not governed by Chinese law, we may have difficulties enforcing a judgment rendered by an arbitration tribunal or by anEnglish or U.S. court (or other non-Chinese court) in China. In addition, China enacted a tax for non-resident international transportation enterprises engagedin the provision of services to passengers or cargo, among other items, in and out of China using their own, chartered or leased vessels, including anystevedore, warehousing and other services connected with the transportation. The law and relevant regulations broaden the range of international transportationcompanies which may find themselves liable for Chinese enterprise income tax on profits generated from international transportation services passing throughChinese ports. This tax or similar regulations by China may reduce our operating results and may also result in an increase in the cost of goods exported fromChina and the risks associated with exporting goods from China, as well as a decrease in the quantity of goods to be shipped from or through China, whichwould have an adverse impact on our charterers’ business, operating results and financial condition and could thereby affect their ability to make timelycharter hire payments to us and to renew and increase the number of their time charters with us. Changes in laws and regulations, including with regards to taxmatters, and their implementation by local authorities could affect our vessels that are either chartered to Chinese customers or that call to Chinese ports andcould have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends. The Chinese economy differs from the economies of western countries in such respects as structure, government involvement, level of development, growthrate, capital reinvestment, allocation of resources, bank regulation, currency and monetary policy, rate of inflation and balance of payments position. Althoughstate-owned enterprises still account for a substantial portion of the Chinese industrial output, in general, the Chinese government is reducing the level ofdirect control that it exercises over the economy. There is an increasing level of freedom and autonomy in areas such as allocation of resources, production,pricing and management and a gradual shift in emphasis to a “market economy” and enterprise reform, although it still acts with greater control than a trulyfree-market economy. Many of the Chinese government’s reforms are unprecedented or experimental and may be subject to revision, change or abolition basedupon the outcome of such experiments. The level of imports to and exports from China could be adversely affected by the failure to continue market reformsor changes to existing pro-export economic policies. The level of imports to and exports from China may also be adversely affected by changes in political,economic and social conditions (including a slowing of economic growth), the coronavirus, or other relevant policies of the Chinese government, such aschanges in laws, regulations or export and import restrictions, internal political instability, changes in currency policies, changes in trade policies and territorialor trade disputes. A decrease in the level of imports to and exports from China could adversely affect our business, operating results and financial condition. Contracts for newbuilding vessels present certain economic and other risks. Four of our subsidiaries have contracts for the construction of four Ultramaxes for anticipated delivery in 2024-2026. We may also order additionalnewbuildings. During the course of construction of a vessel, we are typically required to make progress payments. While two of those four contracts haverefund guarantees from banks to cover defaults by the shipyards and our construction contracts would be saleable in the event of our payment default, we canstill incur economic losses in the event that we or the shipyards are unable to perform our respective obligations. Shipyards may periodically experiencefinancial difficulties. Delays in the delivery of these vessels, or any newbuilding or secondhand vessels our subsidiaries may agree to acquire, could delay our receipt of revenuesgenerated by these vessels and, to the extent we have arranged charter employment for these vessels, could possibly result in the cancellation of those charters,and therefore adversely affect our anticipated results of operations. The delivery of newbuilding vessels could be delayed because of, among other things:work stoppages or other labor disturbances; bankruptcy or other financial crisis of the shipyard building the vessel; hostilities or political or economicdisturbances in the countries where the vessels are being built, including any escalation of tensions involving countries in east Asia; weather interference orcatastrophic events, such as a major earthquake, tsunami or fire; our requests for changes to the original vessel specifications; requests from our customers,with whom our commercial managers arrange charters for such vessels, to delay construction and delivery of such vessels due to weak economic conditionsand shipping demand or a dispute with the shipyard building the vessel. 26 Table of Contents The aging of our fleet may result in increased operating costs in the future. In general, the cost of maintaining a vessel in good operating condition increases with the age of the vessel. As of December 31, 2023 and 2022, the weightedaverage age of the vessels in our fleet was 11.2 years. Our oldest vessel was built in 2007, and our youngest vessel was built in 2024. As our fleet ages, we willincur increased costs to operate and maintain the vessels. Older vessels are typically less fuel efficient and cost more to maintain than more recentlyconstructed vessels due to improvements in engine technology. Cargo insurance rates, paid by charterers, increase with the age of a vessel, making oldervessels less desirable to charterers, which could result in lower utilization and, therefore, lower revenues. Governmental regulations, safety or other equipmentstandards related to the age of vessels may require expenditures for alterations or the addition of new equipment, to our vessels and may restrict the type ofactivities in which our vessels may engage. We cannot assure you that, as our vessels age, further market conditions will justify those expenditures or enable usto operate our vessels profitably during the remainder of their useful lives. We may also decide that it makes economic sense to lay up one or more vessels.While our vessels are laid up, we will pay lay-up costs, but those vessels will not be able to earn any hire. We may have difficulty managing our planned growth properly. Our recent vessel acquisitions have imposed additional responsibilities on our management and staff, as will any further acquisition of vessels, which mayrequire us to add more personnel and find new customers. Attracting qualified staff and customers are difficult tasks, and we might struggle to do so onattractive terms. We intend to continue to stabilize and then to try to grow our business through disciplined acquisitions of vessels that meet our selection criteria and newlybuilt vessels if we can negotiate attractive purchase prices. Our ability to manage our planned growth will primarily depend on our ability to: Øgenerate excess cash flow so that we can invest without jeopardizing our ability to cover current and foreseeable working capital needs; Øfinance our operations; Øidentify opportunities to enter other seaborne transportation sectors; Ølocate and acquire suitable vessels; Øidentify and consummate acquisitions and/or joint ventures; Øenhance our customer base; Øintegrate any acquired businesses or vessels, including those operating in sectors in which we do not currently operate, successfully with ourexisting operations; Øhire, train, and retain qualified personnel and crew to manage and operate our growing business and fleet; and Øobtain required financing on acceptable terms. A delay in the delivery to us of any new vessel, or the failure of the shipyard to deliver a vessel at all, could cause us to breach our obligations under a relatedcharter and could adversely affect our earnings. In addition, the delivery of any of these vessels with substantial defects could have similar consequences. Ashipyard could fail to deliver a newbuilding on time or at all because of: 27 Table of Contents Øwork stoppages or other hostilities or political or economic disturbances that disrupt the operations of the shipyard; Øquality or engineering problems; Øbankruptcy or other financial crisis of the shipyard; Øa backlog of orders at the shipyard; Øweather interference or catastrophic events, such as major earthquakes or fires; Øour requests for changes to the original vessel specifications or disputes with the shipyard; Øshortages of or delays in the receipt of necessary construction materials, such as steel; or Øshortages of or delays in the receipt of necessary equipment, such as main engines, electricity generators and propellers. In addition, if we enter a newbuilding or secondhand purchase contract, we may seek to terminate the contract due to market conditions, financing limitationsor other reasons. The outcome of contract termination negotiations may require us to forego deposits on construction or purchase and pay additionalcancellation fees. In addition, where we have already arranged a future charter with respect to the terminated newbuilding contract, we would need to providean acceptable substitute vessel to the charterer to avoid breaching our charter agreement. During periods in which charter rates are high, vessel values generally are high as well, and it may be difficult to consummate vessel acquisitions or enter intonewbuilding contracts at favorable prices. During periods when charter rates are low, we may be unable to fund the acquisition of newbuildings, whetherthrough lending or cash on hand. For these reasons, we may be unable to execute our growth plans or avoid significant expenses and losses in connection withour future growth efforts. Furthermore, our current operating and financial systems may not be adequate if we expand the size of our fleet, and our attempts to improve those systemsmay be ineffective. In addition, as we seek to expand our internal technical management capabilities and our fleet, we or our crewing agents may need torecruit suitable additional seafarers and shore based administrative and management personnel. We cannot guarantee that we or our crewing agents will be ableto hire suitable employees or a sufficient number of employees if and as we expand our fleet. If we or our crewing agent encounter business or financialdifficulties, we may not be able to adequately staff our vessels. If we are unable to develop and maintain effective financial and operating systems or to recruitsuitable employees as we expand our fleet, our financial performance may be adversely affected and, among other things, the amount of cash available fordistribution as dividends to our shareholders may be reduced or eliminated. Growing any business by acquisition presents numerous risks, such as undisclosed liabilities and obligations, the possibility that indemnification agreementswill be unenforceable or insufficient to cover potential losses and difficulties associated with imposing common standards, controls, procedures and policies,obtaining additional qualified personnel, managing relationships with customers and integrating newly acquired assets and operations into existinginfrastructure. Recently, the limited supply of and increased demand for well-qualified crew, due to the increase in the size of the global shipping fleet, hascreated upward pressure on crewing costs, which we generally bear under our time and spot charters. Increases in crew costs may adversely affect ourprofitability, results of operations, cash flows, financial condition and ability to pay dividends. We cannot give any assurance that we will be successful inexecuting our growth plans or that we will not incur significant expenses and losses in connection with our future growth. To the extent we scrap or sell vessels, we may decide to terminate the employment of some of our staff. Legislative or regulatory changes in Greece may adversely affect our results from operations. Globus Shipmanagement Corp., our ship management subsidiary, who we refer to as our Manager, is regulated under Greek Law 89/67, and conducts itsoperations and those on our behalf primarily in Greece. Greece has been implementing new legislative measures to address financial difficulties, several ofwhich as a response from oversight by the International Monetary Fund and by European regulatory bodies such as the European Central Bank. Suchlegislative actions may impose new regulations on our operations in Greece that will require us to incur new or additional compliance or other administrativecosts and may require that our Manager or we pay to the Greek government new taxes or other fees. Any such taxes, fees or costs we incur could be inamounts that are significantly greater than those in the past and could adversely affect our results from operations. 28 Table of Contents For example, in 2013, tax law 4110/2013 amended the long-standing provisions of art. 26 of law 27/1975 by imposing a fixed annual tonnage tax on vesselsflying a foreign (i.e., non-Greek) flag which are managed by a Law 89 company, establishing an identical tonnage tax regime as the one already in force forvessels flying the Greek flag. This tax varies depending on the size of the vessel, calculated in gross registered tonnage, as well as on the age of each vessel.Payment of this tonnage tax completely satisfies all income tax obligations of both the shipowning company and of all its shareholders up to the ultimatebeneficial owners. Any tax payable to the state of the flag of each vessel as a result of its registration with a foreign flag registry (including the MarshallIslands) is subtracted from the amount of tonnage tax due to the Greek tax authorities. The tax residents of Greece who receive dividends from such shipowning or their holding companies are taxed at 5% on the dividends which they receive andwhich they import into Greece, not being liable to any other taxation for these, which include those dividends which either remain with the holding companyor are paid to the individual Greek tax resident abroad. Changing laws and evolving reporting requirements could have an adverse effect on our business. Changing laws, regulations, and standards relating to reporting requirements, including the EU General Data Protection Regulation, or GDPR, may createadditional compliance requirements for us. GDPR broadens the scope of personal privacy laws to protect the rights of EU citizens and requires organizations to report on data breaches within 72 hoursand be bound by more stringent rules for obtaining the consent of individuals on how their data can be used. GDPR was enforced on May 25, 2018, and non-compliance exposes entities to significant fines or other regulatory claims which could have an adverse effect on our business, financial condition, andoperations. A cyber-attack or our information systems otherwise not properly working could materially disrupt our business. We rely on information technology systems and networks in our operations and administration of our business. Information systems are vulnerable to securitybreaches by computer hackers and cyber terrorists. The safety and security of our vessels or other vessels we may acquire as well as our business operationscould be targeted by individuals or groups seeking to sabotage or disrupt our information technology systems and networks, or to steal data. Despite ourcybersecurity measures, a successful cyber-attack, including as a result of spam, targeted phishing-type emails, and ransomware attacks, or other breach of orsignificant interruption or failure of our information technology systems, could materially disrupt our operations, including the safety of our operations, or leadto unauthorized release of information or alteration of information in our systems. Any such attack or other breach of our information technology systemscould have a material adverse effect on our business and results of operations. In addition, the unavailability of the information systems or the failure of thesesystems to perform as anticipated for any reason could disrupt our business and could result in decreased performance and increased operating costs, causingour business and results of operations to suffer. Any significant interruption or failure of our information systems or any significant breach of security couldadversely affect our business and results of operations. Additionally, any changes in the nature of cyber threats might require us to adopt additional procedures for monitoring cybersecurity, which could requireadditional expenses and/or capital expenditures. Most recently, the escalation in conflict between Russia and Ukraine has been accompanied by cyber-attacksagainst the Ukrainian government and other countries in the region. It is possible that these attacks could have collateral effects on additional criticalinfrastructure and financial institutions globally, which could adversely affect our operations. It is difficult to assess the likelihood of such a threat and anypotential impact at this time. We expect that a limited number of financial institutions will hold our cash including financial institutions that may be located in Greece and the UnitedStates. We expect that a limited number of financial institutions will hold all of our cash, including some institutions located in Greece and the U.S. Our bankaccounts are with banks in Switzerland, the U.S. and Greece. Of the financial institutions located in Greece, none are subsidiaries of international banks.Depending on our cash balance in any of our accounts at any given point in time, our balances may not be covered by government-backed deposit insuranceprograms in the event of default by these financial institutions. For example, a substantial amount of cash is currently held in U.S. banking institutions. While the U.S. Federal Deposit Insurance Corporation providesdeposit insurance of $250,000 per depositor, per insured bank, the amounts that we have in U.S. banks far exceeds that insurance amount, and therefore if theU.S. government does not impose measures to protect depositors, in the event the bank in which our funds are located fails, we may lose all or a substantialportion of our deposits. In addition, our bank accounts held in Swiss banking institutions are used for daily commercial transactions. Esisuisse, a self-regulatory organisation for banks in Switzerland, guarantees that it will cover protected deposits as part of the self-regulation of Swiss banks and securitiesfirms which provides deposit insurance against loss up to the amount of CHF 100,000. The deposits we have in Swiss banks exceeds that insurance amountand therefore if the Swiss government does not impose measures to protect depositors, in the event the bank in which our funds are located fails, we may loseall or a substantial portion of our deposits. In addition, in the event any of our banks do not allow us to withdraw funds in the time and amounts that we want,we may not timely comply with contractual provisions in any of our contracts or our salary obligations, among other things. The occurrence of any default of any of our banks could have a material adverse effect on our business, financial condition, results of operations and cashflows, and we may lose part or all of our cash that we deposit with such banks. 29 Table of Contents Purchasing and operating secondhand vessels may result in increased operating costs and reduced fleet utilization. While we have the right to inspect previously owned vessels prior to our purchase of them, such an inspection does not provide us with the same knowledgeabout their condition that we would have if these vessels had been built for and operated exclusively by us. A secondhand vessel may have conditions ordefects that we are not aware of when we buy the vessel and which may require us to incur costly repairs to the vessel. These repairs may require us to put avessel into drydocking, which would increase cash outflows and related expenses, while reducing our fleet utilization. Furthermore, we usually do not receivethe benefit of warranties on secondhand vessels. Management may be unable to provide reports as to the effectiveness of our internal control over financial reporting or, when applicable, our independentregistered public accounting firm may be unable to provide us with unqualified attestation reports as to the effectiveness of our internal control overfinancial reporting when required. Under Section 404 of the Sarbanes-Oxley Act of 2002, which we refer to as Sarbanes-Oxley, we are required to include in each of our annual reports on Form20-F a report containing our management’s assessment of the effectiveness of our internal control over financial reporting. In addition, management may notconclude that our internal control over financial reporting is effective if a material weakness exists in our internal control over financial reporting. If in suchannual reports on Form 20-F our management cannot provide a report as to the effectiveness of our internal control over financial reporting or, whenapplicable, our independent registered public accounting firm is unable to provide us with an unqualified attestation report as to the effectiveness of ourinternal control over financial reporting as required by Section 404, investors could lose confidence in the reliability of our consolidated financial statements,which could result in a decrease in the value of our common shares. Unless we set aside reserves or are able to raise or borrow funds for vessel replacement, at the end of a vessel’s useful life our revenues will decline. As of December 31, 2023 and December 31, 2022, the vessels in our fleet had a weighted average age of 11.2 years, for both years. Our oldest vessel was builtin 2007, and our youngest vessel was built in 2024. Unless we maintain reserves or are able to raise or borrow or raise funds for vessel replacement, we will beunable to replace the vessels in our fleet upon the expiration of their remaining useful lives, which we expect to be 25 years from the date of their construction.Our cash flows and income are dependent on the revenues earned by the chartering of our vessels to customers. If we are unable to replace the vessels in ourfleet upon the expiration of their useful lives, our business, results of operations, financial condition and ability to pay dividends will be materially adverselyaffected. Any reserves set aside for vessel replacement may not be available for dividends. We depend upon a few significant customers for a large part of our revenues. We may derive a significant part of our revenue from a small number of customers. During the years ended December 31, 2023, 2022 and 2021, we derivedsubstantially all of our revenues from approximately 28, 37 and 23 customers, respectively, and approximately 55%, 39% and 47%, respectively, of ourrevenues during those years were derived from four customers. If one or more of our major customers defaults under a charter with us and we are not able tofind a replacement charter, or if such a customer exercises certain rights to terminate the charter, we could suffer a loss of revenues that could materiallyadversely affect our business, financial condition, results of operations and cash available for distribution as dividends to our shareholders. 30 Table of Contents We could lose a customer or the benefits of a time charter if, among other things: •the customer fails to make charter payments because of its financial inability, disagreements with us or otherwise; •the customer terminates the charter because of our non-performance, including failure to deliver the vessel within a fixed period of time, the vessel islost or damaged beyond repair, serious deficiencies in the vessel, prolonged periods of off-hire or our default under the charter; or •the customer terminates the charter because the vessel has been subject to seizure for more than 30 days. If we lose a key customer, we may be unable to obtain charters on comparable terms with charterers of comparable standing or we may have increasedexposure to the volatile short-term or spot market, which is highly competitive and subject to significant price fluctuations. We would not receive any revenuesfrom such a vessel while it remained unchartered, but we may be required to pay expenses necessary to maintain the vessel in proper operating condition,insure it and service any indebtedness secured by such vessel. The loss of any of our customers, time charters or vessels or a decline in payments under ourcharters could have a material adverse effect on our business, results of operations and financial condition and our ability to pay dividends. We generate revenues from the trading of our vessels in U.S. dollars but incur a portion of our expenses in other currencies. We generate substantially all of our revenues from the trading of our vessels in U.S. dollars, but during the years ended December 31, 2023, 2022 and 2021 weincurred approximately 30%, 30% and 31%, respectively, of our vessel operating expenses, and certain administrative expenses, in currencies other than theU.S. dollar. This difference could lead to fluctuations in net profit due to changes in the value of the U.S. dollar relative to the other currencies. Expensesincurred in foreign currencies against which the U.S. dollar falls in value can increase, decreasing our results from operations. We have not hedged ourcurrency exposure, and, as a result, our results of operations and financial condition, denominated in U.S. dollars, and our ability to pay dividends could suffer. If volatility in the Secured Overnight Financing Rate, or SOFR, occurs, it could affect our profitability, earnings and cash flow. The interest rates borne by our financing arrangements fluctuate with changes in SOFR (which replaced the previously used LIBOR), which fluctuationswould affect the amount of interest payable on those debts, which, in turn, could have an adverse effect on our profitability, earnings and cash flow. Inparticular, the interest provisions in our CIT Loan Facility and our sale and leaseback arrangement are based on Term SOFR. An increase in SOFR, including as a result of the interest rate increases effected by the United States Federal Reserve and the United States Federal Reserve’srecent hike of U.S. interest rates in response to rising inflation, would affect the amount of interest payable under our existing financing arrangement, which,in turn, could have an adverse effect on our profitability, earnings, cash flow and ability to pay dividends. Furthermore, as a secured rate backed bygovernment securities, SOFR may be less likely to correlate with the funding costs of financial institutions. As a result, parties may seek to adjust spreadsrelative to SOFR in underlying contractual arrangements. Therefore, the use of SOFR-based rates may result in interest rates and/or payments that are higheror lower than the rates and payments that were expected when interest was based on LIBOR. If SOFR performs differently than expected or if our lendersinsist on a different reference rate to replace SOFR in the future, that could increase our borrowing costs (and administrative costs to reflect the transaction),which would have an adverse effect on our profitability, earnings, and cash flows.In order to manage our exposure to interest rate fluctuations under SOFR, or any other alternative rate, we have and may from time to time use interest ratederivatives to effectively fix some of our floating rate debt obligations. No assurance can however be given that the use of these derivative instruments, if any,may effectively protect us from adverse interest rate movements. The use of interest rate derivatives may affect our results through mark to market valuationof these derivatives. Also, adverse movements in interest rate derivatives may require us to post cash as collateral, which may impact our free cash positionand have the potential to cause us to breach covenants in our financing arrangements that require maintenance of certain financial positions and ratios. 31 Table of Contents We may have to pay tax on U.S. source shipping income. Under the U.S. Internal Revenue Code of 1986, as amended, or the Code, 50% of the gross shipping income of a vessel-owning or chartering corporation thatis attributable to transportation that begins or ends, but that does not both begin and end, in the United States is characterized as U.S. source shipping incomeand such income is subject to a 4% U.S. federal income tax without allowance for deductions, unless that corporation qualifies for exemption from tax undersection 883 of the Code and the U.S. Treasury regulations promulgated thereunder, which we refer to as the Section 883 Exemption, or through the applicationof a comprehensive income tax treaty between the United States and the corporation’s country of residence. The eligibility of Globus Maritime and oursubsidiaries to qualify for the Section 883 Exemption is determined each taxable year and is dependent on certain circumstances related to the ownership ofour shares and on interpretations of existing U.S. Treasury regulations, each of which could change. We can therefore give no assurance that we will in fact beeligible to qualify for the Section 883 Exemption for all taxable years. In addition, changes to the Code, the U.S. Treasury regulations or the interpretationthereof by the U.S. Internal Revenue Service, or IRS, or the courts could adversely affect the ability of Globus Maritime and our subsidiaries to take advantageof the Section 883 Exemption. If we are not entitled to the Section 883 Exemption or an exemption under a tax treaty for any taxable year in which any company in the group earns U.S.source shipping income, any company earning such U.S. source shipping income, would be subject to a 4% U.S. federal income tax on the gross amount of theU.S. source shipping income for the year (or an effective rate of 2% on shipping income attributable to the transportation of freight to or from the UnitedStates). The imposition of this taxation could have a negative effect on our business and revenues and would result in decreased earnings available fordistribution to our shareholders. For a more complete discussion, please read the section entitled “Item 10.E. Taxation— United States Tax Considerations— United States Federal IncomeTaxation of the Company.” U.S. tax authorities could treat us as a “passive foreign investment company,” which could result in adverse U.S. federal income tax consequences to U.S.shareholders. A foreign corporation will be treated as a “passive foreign investment company,” or PFIC, for U.S. federal income tax purposes if either at least 75% of itsgross income for any taxable year consists of certain types of “passive income” or at least 50% of the average value of the corporation’s assets produce or areheld for the production of those types of “passive income.” For purposes of these tests, “passive income” includes dividends, interest and gains from the sale orexchange of investment property, and rents and royalties other than rents and royalties that are received from unrelated parties in connection with the activeconduct of a trade or business. For purposes of these tests, income derived from the performance of services does not constitute “passive income.” U.S. shareholders of a PFIC are subject to a disadvantageous U.S. federal income tax regime with respect to the income derived by the PFIC, the distributionsthey receive from the PFIC, and the gain, if any, they derive from the sale or other disposition of their shares in the PFIC, unless those shareholders make anelection available under the Code (which election could itself have adverse consequences for such shareholders). In particular, U.S. shareholders who areindividuals would not be eligible for the preferential tax rate on qualified dividends. Please read “Item 10.E. Taxation—United States Tax Considerations—United States Federal Income Taxation of United States Holders” for a more comprehensive discussion of the U.S. federal income tax consequences to U.S.shareholders if we are treated as a PFIC. Based on our current operations and anticipated future operations, we believe we should not be treated as a PFIC. In this regard, we intend to treat grossincome we derive or are deemed to derive from our time chartering activities as services income, rather than rental income. Accordingly, we believe that ourincome from our time chartering activities should not constitute “passive income,” and that vessels that we operate in connection with the production of thatincome do not constitute assets that produce or are held for the production of “passive income.” There are legal uncertainties involved in this determination because there is no direct legal authority under the PFIC rules addressing our current and projectedfuture operations. Moreover, a case decided in 2009 by the U.S. Court of Appeals for the Fifth Circuit held that, contrary to the position of the IRS in that case,and for purposes of a different set of rules under the Code, income received under a time charter of vessels should be treated as rental income rather thanservices income. If the reasoning of this case were extended to the PFIC context, the gross income we derive or are deemed to derive from our time charteringactivities would be treated as rental income, and we would be a PFIC unless an active leasing exception applies. Although the IRS has announced that it willnot follow the reasoning of this case, and that it intends to treat the income from standard industry time charters as services income, no assurance can be giventhat a U.S. court will not follow the aforementioned case. Moreover, no assurance can be given that we would not constitute a PFIC for any future taxable yearif there were to be changes in our assets, income or operations. If the IRS were to find that we are or have been a PFIC for any taxable year, our U.S. shareholders will face adverse U.S. tax consequences and informationreporting obligations, as more fully described under “Item 10.E. Taxation—United States Tax Considerations—United States Federal Income Taxation ofUnited States Holders.” 32 Table of Contents We could face penalties under European Union, United States or other economic sanctions. Our business could be adversely impacted if we are found to have violated economic sanctions under the applicable laws of the European Union, the UnitedStates or another applicable jurisdiction against countries such as Iran, Syria, North Korea, Russia, and Cuba. U.S. economic sanctions, for example, prohibit awide scope of conduct, target numerous countries and individuals, are frequently updated or changed and have vague application in many situations. Many economic sanctions relate to our business, including prohibitions on certain kinds of trade with countries, such as exportation or re-exportation ofcommodities, or prohibitions against certain transactions with designated nationals who may be operating under aliases or through non-designated companies.The imposition of economic sanctions on Russian persons, first imposed in March 2014 and further in 2022, is an example of economic sanctions with apotentially widespread and unpredictable impact on shipping. Certain of our charterers or other parties with whom we have entered into contracts regardingour vessels may be affiliated with persons or entities that are the subject of sanctions imposed by the U.S. government, the European Union and/or otherinternational bodies relating to the annexation of Crimea by Russia in 2014 and the current conflict in Ukraine. If we determine that such sanctions require usto terminate existing contracts or if we are found to be in violation of such applicable sanctions, our results of operations may be adversely affected or we maysuffer reputational harm. Additionally, the U.S. Iran Threat Reduction Act (which was signed into law in 2012) amended the Securities Exchange Act of 1934, as amended, or theExchange Act, to require issuers that file annual or quarterly reports under Section 13(a) of the Exchange Act to include disclosure in their annual andquarterly reports as to whether the issuer or its affiliates have knowingly engaged in certain activities prohibited by sanctions against Iran or transactions ordealings with certain identified persons. We are subject to this disclosure requirement. There can be no assurance that we will be in compliance with all applicable sanctions and embargo laws and regulations in the future, particularly as the scopeof certain laws may be unclear and may be subject to changing interpretations. Any such violation could result in fines or other penalties and could severelyimpact our ability to access U.S. capital markets and conduct our business, and could result in some investors deciding, or being required, to divest theirinterest, or not to invest, in us. Even inadvertent violations of economic sanctions can result in the imposition of material fines and restrictions and couldadversely affect our business, financial condition and results of operations, our reputation, and the market price of our common shares. Our vessels may call on ports subject to economic sanctions or embargoes. From time to time on charterers’ instructions, our vessels may call on ports located in countries subject to sanctions and embargoes imposed by the UnitedStates government and countries identified by the U.S. government as state sponsors of terrorism, such as Iran, Cuba, North Korea, and Syria. It is alsopossible for us to call on a port in Russia, which is subject to substantial U.S. sanctions, although not a comprehensive embargo. The U.S. sanctions andembargo laws and regulations vary in their application, as they do not all apply to the same covered persons or proscribe the same activities, and suchsanctions and embargo laws and regulations may be amended or strengthened over time. Although we believe that we have been in compliance with all applicable sanctions and embargo laws and regulations, and intend to maintain suchcompliance, there can be no assurance that we will be in compliance in the future as such regulations and sanctions may be amended over time. Any suchviolation could result in fines, penalties or other sanctions that could severely impact our ability to access U.S. capital markets and conduct our business, andcould result in some investors deciding, or being required, to divest their interest, or not to invest, in us. In addition, certain institutional investors may haveinvestment policies or restrictions that prevent them from holding securities of companies that have contracts with countries identified by the U.S. governmentas state sponsors of terrorism. The determination by these investors not to invest in, or to divest from, our common shares may adversely affect the price atwhich our common shares trade. Moreover, our charterers may violate applicable sanctions and embargo laws and regulations as a result of actions that do notinvolve us or our vessels, and those violations could in turn negatively affect our reputation. In addition, our reputation and the market for our securities maybe adversely affected if we engage in certain other activities, such as entering into charters with individuals or entities in countries subject to U.S. sanctionsand embargo laws that are not controlled by the governments of those countries, or engaging in operations associated with those countries pursuant to contractswith third parties that are unrelated to those countries or entities controlled by their governments. Investor perception of the value of our common shares maybe adversely affected by the consequences of war, the effects of terrorism, civil unrest and governmental actions in these and surrounding countries. 33 Table of Contents As a Marshall Islands corporation with principal executive offices in Greece, and also having subsidiaries in the Marshall Islands and other offshorejurisdictions such as Malta, our operations may be subject to economic substance requirements. On March 12, 2019, the Council of the European Union published a list of “non-cooperative jurisdictions” for tax purposes in which the Republic of theMarshall Islands, among others, was placed by the E.U. on this list for failing to implement certain commitments previously made to the E.U. by the agreeddeadline. However, it was announced by the Council of the European Union on October 10, 2019 that the Marshall Islands had been removed from that list,but was put back on the list in February 2023 and removed again in October 2023. E.U. member states have agreed upon a set of measures, which they canchoose to apply against the listed countries, including increased monitoring and audits, withholding taxes and non-deductibility of costs. The EuropeanCommission has stated it will continue to support member states’ efforts to develop a more coordinated approach to sanctions for the listed countries in 2019.E.U. legislation prohibits certain E.U. funds from being channeled or transited through entities in non-cooperative jurisdictions. We are a Marshall Islands corporation with principal executive offices in Greece. Our management company is also a Marshall Islands entity. Most of oursubsidiaries are Marshall Islands entities, and one of our subsidiaries is organized in Malta. The Marshall Islands has enacted economic substance regulationswith which we may be obligated to comply. Those regulations require certain entities that carry out particular activities to comply with an economic substancetest whereby the entity must show that it (i) is directed and managed in the Marshall Islands in relation to that relevant activity, (ii) carries out core income-generating activity in relation to that relevant activity in the Marshall Islands (although it is being understood and acknowledged by the regulators that income-generated activities for shipping companies will generally occur in international waters) and (iii) having regard to the level of relevant activity carried out inthe Marshall Islands has (a) an adequate amount of expenditures in the Marshall Islands, (b) adequate physical presence in the Marshall Islands and (c) anadequate number of qualified employees in the Marshall Islands. If we fail to comply with our obligations under this legislation or any similar law applicable to us in any other jurisdictions, we could be subject to financialpenalties and spontaneous disclosure of information to foreign tax officials, or with respect to Marshall Islands Economic substance requirements, revocationof the formation documents and dissolution of the applicable non-compliance Marshall Islands entity or struck from the register of companies in relatedjurisdictions. Any of the foregoing could be disruptive to our business and could have a material adverse effect on our business, financial conditions andoperating results. Accordingly, any implementation of, or changes to, any of the economic substance regulations that impact us could increase the complexityand costs of carrying on business in these jurisdictions, and thus could adversely affect our business, financial condition or results of operations. We do not know (i) if the E.U. will once again add the Marshall Islands from the list of non-cooperative jurisdictions, or add Malta to that list; (ii) what actionsthe Marshall Islands or Malta may take, if any, to remove itself from such list if it should be placed on the list of non-cooperative jurisdictions; (iii) howquickly the E.U. would react to any changes in legislation of the Marshall Islands or Malta; or (iv) how E.U. banks or other counterparties will react while weor any of our subsidiaries remain as entities organized and existing under the laws of listed countries. The effect of the E.U. list of non-cooperativejurisdictions, and any noncompliance by us with any legislation adopted by applicable countries to achieve removal from the list, including economicsubstance regulations, could have a material adverse effect on our business, financial conditions and operating results. It may be difficult to serve us with legal process or enforce judgments against us, our directors or our management. Our business is operated primarily from our offices in Greece. In addition, a majority of our directors and officers are non-residents of the United States, andall of our assets and a substantial portion of the assets of these non-residents are located outside the United States. As a result, it may be difficult or impossiblefor you to bring an action against us or against these individuals in the United States if you believe that your rights have been infringed under securities laws orotherwise. You may also have difficulty enforcing, both within and outside of the United States, judgments you may obtain in the United States courts againstus or these persons in any action, including actions based upon the civil liability provisions of United States federal or state securities laws. There is alsosubstantial doubt that the courts of the Marshall Islands or Greece would enter judgments in original actions brought in those courts predicated on UnitedStates federal or state securities laws. 34 Table of Contents The international nature of our operations may make the outcome of any bankruptcy proceedings difficult to predict. We redomiciled into the Marshall Islands and our subsidiaries are incorporated under the laws of the Marshall Islands or Malta, we have limited operations inthe United States, and we maintain limited assets, if any, in the United States. Consequently, in the event of any bankruptcy, insolvency, liquidation,dissolution, reorganization or similar proceeding involving us or any of our subsidiaries, bankruptcy laws other than those of the United States could apply.The Marshall Islands does not have a bankruptcy statute or general statutory mechanism for insolvency proceedings. If we become a debtor underU.S. bankruptcy law, bankruptcy courts in the United States may seek to assert jurisdiction over all of our assets, wherever located, including property situatedin other countries. There can be no assurance, however, that we would become a debtor in the United States, or that a U.S. bankruptcy court would accept, orbe entitled to accept, jurisdiction over such a bankruptcy case, or that courts in other countries that have jurisdiction over us and our operations wouldrecognize a U.S. bankruptcy court’s jurisdiction if any other bankruptcy court would determine it had jurisdiction. These factors may delay or prevent us fromentering bankruptcy in the United States and may affect the ability of our shareholders to receive any recovery following our bankruptcy. Risks Relating to our Common Shares Our stock price has been volatile and no assurance can be made that it will not substantially depreciate.Our stock price has been volatile recently. The closing price of our common shares within 2023 has ranged from a peak of $2.97 on December 22, 2023 to alow of $0.85 on September 5, 2023, representing a 71% difference. We can offer no comfort or assurance that our stock price will stop being volatile or notsubstantially depreciate. Our stock price was $2.33 on March 13, 2024. We may continue to incur rapid and substantial increases or decreases in our stock price in the foreseeable future that may not coincide in timing with thedisclosure of news or developments by or affecting us. Accordingly, the market price of our common shares may decline or fluctuate rapidly, regardless of anydevelopments in our business. Overall, there are various factors, many of which are beyond our control, that could negatively affect the market price of ourcommon shares or result in fluctuations in the price or trading volume of our common shares, which include but are not limited to:• investor reaction to our business strategy;• the sentiment of the significant number of retail investors whom we believe to hold our common shares, in part due to direct access by retailinvestors to broadly available trading platforms, and whose investment thesis may be influenced by views expressed on financial trading and other socialmedia sites and online forums;• the amount and status of short interest in our common shares, access to margin debt, trading in options and other derivatives on our commonshares and any related hedging and other trading factors;• our continued compliance with the listing standards of the Nasdaq Capital Market;• regulatory or legal developments in the United States and other countries, especially changes in laws or regulations applicable to our industry;• variations in our financial results or those of companies that are perceived to be similar to us;• our ability or inability to raise additional capital and the terms on which we raise it;• our dividend strategy;• our continued compliance with our debt covenants;• variations in the value of our fleet; 35 Table of Contents • declines in the market prices of stocks generally;• trading volume of our common shares;• sales of our common shares by us or our shareholders;• speculation in the press or investment community about our Company or industry;• general economic, industry and market conditions; and• other events or factors, including those resulting from such events, or the prospect of such events, including war, terrorism and otherinternational conflicts, public health issues including health epidemics or pandemics, including worldwide pandemics similar to the COVID-19 pandemic, andnatural disasters such as fire, hurricanes, earthquakes, tornados or other adverse weather and climate conditions, whether occurring in the United States orelsewhere, could disrupt our operations or result in political or economic instability.In addition, some companies that have experienced volatility in the market price of their common shares have been subject to securities class-action litigation.If instituted against us, such litigation could result in substantial costs and diversion of management’s attention and resources, which could materially andadversely affect our business, financial condition, operating results and growth prospects. There can be no guarantee that the price of our common shares willremain at its current level or that future sales of our common shares will not be at prices lower than those sold to investors. We may issue additional common shares or other equity securities without shareholder approval, which would dilute our existing shareholders’ ownershipinterests and may depress the market price of our common shares. We may issue additional common shares or other equity securities of equal or senior rank in the future without shareholder approval for cash or in connectionwith, among other things, future vessel acquisitions, the repayment of outstanding indebtedness, and the conversion of convertible financial instruments. Our issuance of additional common shares or other equity securities of equal or senior rank in these situations would have the following effects: • our existing shareholders’ proportionate ownership interest in us would decrease; • the proportionate amount of cash available for dividends payable on our common shares could decrease; • the relative voting strength of each previously outstanding common share could be diminished; and • the market price of our common shares could decline. In addition, we may be obligated to issue, upon exercise or conversion of outstanding warrants pursuant to the terms thereof: •388,700 common shares issuable upon the exercise of outstanding Class A Warrants (at an exercise price of $35.00 per share) which expire in June2025;•458,500 common shares issuable upon exercise of outstanding June private placement warrants (at an exercise price of $18.00 per share) issued in aprivate placement that closed on June 30, 2020 and expire in December 2025;•833,333 common shares issuable upon exercise of outstanding July private placement warrants (at an exercise price of at $18.00 per share) issued in aprivate placement that closed on July 21, 2020 and expire in January 2026;•1,270,587 common shares issuable upon exercise of the December 2020 Warrants (at an exercise price of $6.25 per share) which expire in June 2026;•1,950,000 common shares issuable upon the exercise of the January 2021 Warrants (at an exercise price of $6.25 per share) which expire in July 2026;and 36 Table of Contents •4,800,000 common shares issuable upon the exercise of the February 2021 Warrants (at an exercise price of $6.25 per share) which expire in August2026.•10,000,000 common shares issuable upon the exercise of the June 2021 Warrants (at an exercise price of $5.00 per share) which expire in December2026.In addition:·We historically issued, on a quarterly basis, common shares to certain of our directors, although we have changed our compensation arrangementswith directors to pay only cash.·We have issued an aggregate of 10,300 of our Series B preferred shares, par value $0.001 per share, to Goldenmare Limited, which shares have25,000 votes per share, subject to maximum voting rights of 49.99%.Our issuance of additional common shares upon the exercise of such warrants and agreements would cause the proportionate ownership interest in us of ourexisting shareholders, other than the exercising warrant or agreement holder, to decrease; the relative voting strength of each previously outstanding commonshare held by our existing shareholders to decrease; and, depending on our share price when and if these warrants are exercised, may result in dilution to ourshareholders. Because we are a foreign private issuer, we are not bound by Nasdaq rules that require shareholder approval for issuances of our securities. Wetherefore can issue securities in such amounts and at such times as we feel appropriate, all without shareholder approval. See “Item 16G. CorporateGovernance.” Future issuances or sales, or the potential for future issuances or sales, of our common shares may cause the trading price of our securities to decline andcould impair our ability to raise capital through subsequent equity offerings. We have issued a significant number of our common shares and may do so in the future. Shares to be issued pursuant to the exercise of our outstandingwarrants could cause the market price of our common shares to decline and could have an adverse effect on our earnings per share. In addition, future sales ofour common shares or other securities in the public or private markets, or the perception that these sales may occur, could cause the market price of ourcommon shares to decline, and could materially impair our ability to raise capital through the sale of additional securities. The market price of our common shares could decline due to sales, or the announcements of proposed sales, of a large number of common shares in themarket, including sales of common shares by our large shareholders, or the perception that these sales could occur. These sales or the perception that thesesales could occur could also depress the market price of our common shares and impair our ability to raise capital through the sale of additional equitysecurities or make it more difficult or impossible for us to sell equity securities in the future at a time and price that we deem appropriate. We cannot predictthe effect that future sales of common shares or other equity-related securities would have on the market price of our common shares. The market price of our common shares may be volatile, which could result in substantial losses for investors who purchase our shares; and the volatilityin the stock prices of other companies may contribute to volatility in our stock price. Our common shares have experienced price and volume fluctuations and may continue to experience volatility in the future. The closing price of our commonshares within 2023 has ranged from a peak of $2.97 on December 22, 2023 to a low of $0.85 on September 5, 2023, representing a 71% change. You may notbe able to sell your shares quickly or at the latest market price if trading in our stock is not active or the volume is low. Some of the factors that may cause themarket price of our common shares to fluctuate include: ● the trading of our ships, and whether one or more ships are not trading or otherwise off hire;● regulatory or legal developments in the United States and other countries;● the recruitment or departure of key personnel;● the level of expenses related to our business or to comply with changing laws, including in relation to environmental laws; 37 Table of Contents ● actual or anticipated changes in estimates as to financial results or recommendations by securities analysts;● announcement or expectation of additional financing efforts;● sales of our securities by us, our insiders, or other shareholders, and the exercise of our warrants and other convertible securities andinstruments;● variations in our financial results or those of companies that are perceived to be similar to us;● changes in estimates or recommendations by securities analysts, if any, that cover our stock;● market conditions in the shipping industry and dry bulk sector; and● general economic, industry, and market conditions.The closing price of our common shares was $2.97 on December 22, 2023 to and $0.85 on September 5, 2023. In addition, there has been volatility for ourintra-day common share price. For example, the high and low intra-day prices on October 19, 2023 were $2.29 and $1.63, respectively, and the high and lowintra-day prices on December 1, 2023 were $2.50 and $1.96, respectively. As a result, there is a potential for rapid and substantial decreases in the price of ourcommon shares, including decreases unrelated to our operating performance or prospects. In recent years, the stock market in general, Nasdaq, and the markets for shipping companies, has experienced significant price and volume fluctuations anddepressions that have often been unrelated or disproportionate to changes in the operating performance of the companies whose stock is experiencing thoseprice and volume fluctuations. Broad market and industry factors may seriously affect the market price of our common shares, regardless of our actualoperating performance. Following periods of such volatility in the market price of a company’s securities, securities class action litigation has often beenbrought against that company. Because of the potential volatility of our stock price, we may become the target of securities litigation in the future. Securitieslitigation could result in substantial costs and divert management’s attention and resources from our business. A possible “short squeeze” due to a sudden increase in demand of our common shares that largely exceeds supply may lead to further price volatility inour common shares. Investors may purchase our common shares to hedge existing exposure in our common shares or to speculate on the price of our common shares. Speculationon the price of our common shares may involve long and short exposures. To the extent aggregate short exposure exceeds the number of common sharesavailable for purchase in the open market, investors with short exposure may have to pay a premium to repurchase our common shares for delivery to lendersof our common shares. Those repurchases may in turn, dramatically increase the price of our common shares until investors with short exposure are able topurchase additional common shares to cover their short position. This is often referred to as a “short squeeze.” A short squeeze could lead to volatile pricemovements in common shares that are not directly correlated to the performance or prospects of our company and once investors purchase the common sharesnecessary to cover their short position the price of our common shares may decline. Our common shares could be delisted from Nasdaq, which could affect their market price and liquidity. We are required to meet certain qualitative and financial tests (including a minimum bid price for our common shares of $1.00 per share, at least 500,000publicly held shares, at least 300 public holders, a market value of publicly held securities of $1 million and net income from continuing operations of$500,000), as well as other corporate governance standards, to maintain the listing of our common shares on the Nasdaq Capital Market, or Nasdaq. It ispossible that we could fail to satisfy one or more of these requirements. There can be no assurance that we will be able to maintain compliance with theminimum bid price, shareholders’ equity, number of publicly held shares, net income requirements or other listing standards in the future. We may receivenotices from Nasdaq that we have failed to meet its requirements, and proceedings to delist our stock could be commenced. We have received in the past (mostrecently on July 12, 2023), a written notification from Nasdaq, indicating that because the closing bid price of our common shares for the last 30 consecutivebusiness days was below $1.00 per share, we no longer meet the minimum bid price continued listing requirement for Nasdaq, as set forth in Nasdaq ListingRule 5450(a)(1). On some occasions we were able to regain compliance within the grace period prescribed by Nasdaq pursuant to a reverse stock split. Wediscuss this reverse stock split and others further in this annual report on Form 20-F. See “Item 4.A. History and Development of the Company— Historyrelating to our shares.” In such event, Nasdaq rules permit us to appeal any delisting determination to a Nasdaq Hearings Panel. If we are unable to maintain orregain compliance in a timely manner and our common shares are delisted, it could be more difficult to buy or sell our common shares and obtain accuratequotations, and the price of our shares could suffer a material decline. Delisting may also impair our ability to raise capital. Delisting of our shares may breachour financing arrangements, which contain cross default provisions, and the purchase agreement pursuant to which we sold some of our outstanding warrants.There could also be adverse tax consequences—please read “Item 10.E Taxation – United States Tax Considerations - United States Federal Income Taxationof United States Holders – Distributions” for further information. 38 Table of Contents In addition, if we, within a two year period, conduct reverse stock splits with a cumulative ratio of 250:1 or more, or if the closing bid price of our commonshares is $0.10 or less for a period of ten consecutive trading days during any bid compliance period, then Nasdaq will immediately initiate delistingprocedures. There can be no assurance that we will be able to maintain compliance with the minimum bid price, shareholders’ equity, number of publicly held shares orother listing standards in the future. We may receive notices from Nasdaq that we have failed to meet its requirements, and proceedings to delist our stockcould be commenced. If we are unable to maintain or regain compliance in a timely manner and our common shares are delisted, it could be more difficult tobuy or sell our common shares and obtain accurate quotations, and the price of our shares could suffer a material decline. The Company agreed, in itssecurities purchase agreements relating to share and warrant issuances in 2020 and 2021, to use commercially reasonable efforts to maintain the listing orquotation of the common shares on Nasdaq, and to take all action reasonably necessary to continue the listing and trading of our common shares on Nasdaq. Our ability to declare and pay dividends to holders of our common shares will depend on a number of factors and will always be subject to the discretion ofour board of directors. If we are not in compliance with our loan covenants and received a notice of default and were unable to cure it under the terms of our loan covenants, we maybe forbidden from issuing dividends. There can be no assurance that dividends will be paid to holders of our shares in any anticipated amounts and frequencyat all. We may incur other expenses or liabilities that would reduce or eliminate the cash available for distribution as dividends, including as a result of therisks described in this section of this annual report on Form 20-F. For instance, the CIT Loan Facility presently prohibits our declaration and payment of dividends under certain circumstances. Please read “Item 5.B. Liquidityand Capital Resources—Indebtedness” for further information. We may also enter into new financing or other agreements that may restrict our ability to pay dividends even without an event of default or make it lessdesirable for us to do so. In addition, we may pay dividends to the holders of our preferred shares prior to the holders of our common shares, depending on theterms of the preferred shares. If we pay a dividend, the terms of our outstanding warrants provide that the exercise price shall be decreased by the amount of cash and/or the fair marketvalue of any securities or other assets paid on each common share in respect of such dividend in order that subsequent thereto upon exercise of the warrants theholder of the warrants may obtain the equivalent benefit of such dividend. The declaration and payment of dividends to holders of our shares will be subject at all times to the discretion of our board of directors, and will be paidequally on a per-share basis between our common shares and our Class B shares, to the extent any are issued and outstanding. We can provide no assurancethat dividends will be paid in the future. There may be a high degree of variability from period to period in the amount of cash, if any, that is available for the payment of dividends based upon, amongother things: Øthe rates we obtain from our charters as well as the rates obtained upon the expiration of our existing charters; Øthe level of our operating costs; Øthe number of unscheduled off-hire days and the timing of, and number of days required for, scheduled drydocking of our vessels; 39 Table of Contents Øvessel acquisitions and related financings; Ørestrictions in our current and future debt arrangements; Øour ability to obtain debt and equity financing on acceptable terms as contemplated by our growth strategy; Øprevailing global and regional economic and political conditions; Øthe effect of governmental regulations and maritime self-regulatory organization standards on the conduct of our business; Øour overall financial condition; Øour cash requirements and availability; Øthe amount of cash reserves established by our board of directors; and Ørestrictions under Marshall Islands law. Marshall Islands law generally prohibits the payment of dividends other than from surplus or certain net profits, or while a company is insolvent or would berendered insolvent by the payment of such a dividend. We may not have sufficient funds, surplus, or net profits to make distributions. We may incur expenses or liabilities or be subject to other circumstances in the future that reduce or eliminate the amount of cash that we have available fordistribution as dividends, if any. Our growth strategy contemplates that we will finance the acquisition of our newbuildings or selective acquisitions of vesselsthrough a combination of our operating cash flow and debt financing through our subsidiaries or equity financing. If financing is not available to us onacceptable terms, our board of directors may decide to finance or refinance acquisitions with a greater percentage of cash from operations to the extentavailable, which would reduce or even eliminate the amount of cash available for the payment of dividends. We may also enter into other agreements that willrestrict our ability to pay dividends or make it less desirable for us to do so. The amount of cash we generate from our operations may differ materially from our net income or loss for the period, which will be affected by non-cashitems. We may incur other expenses or liabilities that could reduce or eliminate the cash available for distribution as dividends. As a result of these and theother factors mentioned above, we may pay dividends during periods when we record losses and may not pay dividends during periods when we record netincome, if we pay dividends at all. We are a holding company, and we will depend on the ability of our subsidiaries to distribute funds to us in order to satisfy our financial obligations or tomake dividend payments. We are a holding company and our subsidiaries, which are all directly and wholly owned by us, will conduct all of our operations and own or charter throughfinancing arrangements all of our operating assets. We have no significant assets other than the equity interests in our wholly owned subsidiaries. As a result,our ability to make dividend payments depends on our subsidiaries and their ability to distribute funds to us. If we are unable to obtain funds from oursubsidiaries, our board of directors may exercise its discretion not to declare or pay dividends. In addition, our subsidiaries are subject to limitations on thepayment of dividends under Marshall Islands or Maltese law. Provisions of our articles of incorporation and bylaws may have anti-takeover effects, which could depress the trading price of our common shares. Several provisions of our articles of incorporation and bylaws, which are summarized below, may have anti-takeover effects. These provisions are intended toavoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize shareholdervalue in connection with any unsolicited offer to acquire our company. However, these anti-takeover provisions could also discourage, delay or prevent themerger or acquisition of our company by means of a tender offer, a proxy contest or otherwise that a shareholder may consider in its best interest and theremoval of incumbent officers and directors, which could affect the desirability of our shares and, consequently, our share price. 40 Table of Contents Multi Class Stock. Our multi-class stock structure, which consists of common shares, Class B common shares, and preferred shares, can provide holders of our Class B commonshares or preferred shares a significant degree of control over all matters requiring shareholder approval, including the election of directors and significantcorporate transactions, such as a merger or other sale of our company or its assets, because our different classes of shares can have different numbers of votes. For instance, while our common shares have one vote on matters before the shareholders, each of our 10,300 outstanding Series B preferred shares has 25,000votes on matters before the shareholders; provided however, that no holder of Series B preferred shares may exercise voting rights pursuant to any Series Bpreferred shares that would result in the total number of votes a holder is entitled to vote on any matter submitted to a vote of shareholders of the Company toexceed 49.99% of the total number of votes eligible to be cast on such matter. No Class B common shares are presently outstanding, but if and when we issueany, each Class B common share will have 20 votes on matters before the shareholders. At present, and until a substantial number of additional securities are issued, our holder of Series B preferred shares exerts substantial control of theCompany’s votes and is able to exert substantial control over our management and all matters requiring shareholder approval, including electing directors andsignificant corporate transactions, such as a merger. In addition, the current holder of our Series B stock is not subject to the limitations of our shareholdersrights agreement, so it is able to acquire common shares. Such holder’s interest could differ from other shareholders’ interests. Blank Check Preferred Shares. Under the terms of our articles of incorporation, our board of directors has authority, without any further vote or action by our shareholders, to issue up to 100million “blank check” preferred shares, almost all of which currently remain available for issuance. Our board could authorize the issuance of preferred shareswith voting or conversion rights that could dilute the voting power or rights of the holders of common shares, in addition to preferred shares that are alreadyoutstanding. The issuance of preferred shares, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, amongother things, have the effect of delaying, deferring or preventing a change in control of us or the removal of our management and may harm the market price ofour common shares. Classified Board of Directors. Our articles of incorporation provide for the division of our board of directors into three classes of directors, with each class as nearly equal in number aspossible, serving staggered, three-year terms beginning upon the expiration of the initial term for each class. Approximately one-third of our board of directorsis elected each year. This classified board provision could discourage a third party from making a tender offer for our shares or attempting to obtain control ofus. It could also delay shareholders who do not agree with the policies of our board of directors from removing a majority of our board of directors for up totwo years. Election of Directors. Our articles of incorporation do not provide for cumulative voting in the election of directors. Our bylaws require parties, other than the chairman of the boardof directors, board of directors and shareholders holding 30% or more of the voting power of the aggregate number of our shares issued and outstanding andentitled to vote, to provide advance written notice of nominations for the election of directors. These provisions may discourage, delay or prevent the removalof incumbent officers and directors. Advance Notice Requirements for Shareholder Proposals and Director Nominations. Our bylaws provide that shareholders, other than shareholders holding 30% or more of the voting power of the aggregate number of our shares issued andoutstanding and entitled to vote, seeking to nominate candidates for election as directors or to bring business before an annual meeting of shareholders mustprovide timely notice of their proposal in writing to the corporate secretary. Generally, to be timely, a shareholder’s notice must be received at our principal executive offices not less than 150 days or more than 180 days prior to the firstanniversary date of the immediately preceding annual meeting of shareholders. Our bylaws also specify requirements as to the form and content of ashareholder’s notice. These provisions may impede a shareholder’s ability to bring matters before an annual meeting of shareholders or make nominations fordirectors at an annual meeting of shareholders. 41 Table of Contents Calling of Special Meetings of Shareholders Our bylaws provide that special meetings of our shareholders may be called only by the chairman of our board of directors, by resolution of our board ofdirectors or by holders of 30% or more of the voting power of the aggregate number of our shares issued and outstanding and entitled to vote at such meeting. Action by Written Consent in Lieu of a Meeting Our articles permit any action which may or is required by the Marshall Islands Business Corporations Act, or BCA, to be taken at a meeting of theshareholders to be authorized by consents in writing signed by the holders of outstanding shares having not less than the minimum number of votes that wouldbe necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Presently and until and unless weissue a significant number of securities, Goldenmare Limited, a company affiliated with our Chief Executive Officer, holds Series B preferred sharescontrolling a significant portion of the voting power of our outstanding capital stock. Goldenmare could, together with shareholders possessing a relativelysmall number of shares, act by written consent in lieu of a meeting and authorize major transactions on behalf of the Company, all without calling a meeting ofshareholders. Business Combinations Our articles prohibit us from engaging in a business combination with an interested shareholder for a period of three years following the date of the transactionin which the person became an interested shareholder, subject to certain exceptions. Please see “Anti-Takeover Effects of Certain Provisions of our Articles ofIncorporation and Bylaws—Business Combinations” within the “Description of Securities” filed as Exhibit 2.1 hereto. In addition, we have entered into a shareholders rights agreement that makes it more difficult for a third party, subject to certain exceptions, to acquire uswithout the support of our board of directors. See “Description of Securities” filed as Exhibit 2.1 hereto for a description of our shareholders rights agreement.These anti-takeover provisions, along with provisions of our shareholders rights agreement, could substantially impede the ability of our shareholders toimpose a change in control and, as a result, may adversely affect the market price of our common shares and your ability to realize any potential change ofcontrol premium. We are subject to Marshall Islands corporate law, which is not well-developed. Our corporate affairs are governed by our articles of incorporation, our bylaws and by the BCA. The provisions of the BCA resemble provisions of thecorporation laws of a number of states in the United States. However, there have been few judicial cases in the Marshall Islands interpreting the BCA. Therights and fiduciary responsibilities of directors under the laws of the Marshall Islands are not as clearly established as the rights and fiduciary responsibilitiesof directors under statutes or judicial precedent in existence in certain United States jurisdictions. The rights of shareholders of corporations incorporated in orredomiciled into the Marshall Islands may differ from the rights of shareholders of corporations incorporated in the United States. While the BCA providesthat it is to be applied and construed to make the laws of the Marshall Islands, for non-resident entities such as us, with respect of the subject matter of theBCA, uniform with the laws of the State of Delaware and other states with substantially similar legislative provisions (and adopts their case law to the extent itdoes not conflict with the BCA), there have been few court cases interpreting the BCA in the Marshall Islands and we cannot predict whether Marshall Islandscourts would reach the same conclusions as United States courts. Thus, you may have more difficulty in protecting your interests in the face of actions by ourmanagement, directors or controlling shareholders than would shareholders of a corporation incorporated in a United States jurisdiction that has developed amore substantial body of case law in the corporate law area. 42 Table of Contents Increases in interest rates may cause the market price of our shares to decline. An increase in interest rates may cause a corresponding decline in demand for equity investments in general. Any such increase in interest rates or reduction indemand for our shares resulting from other relatively more attractive investment opportunities may cause the trading price of our shares to decline. If therelevant SOFR increases, then our payments pursuant to certain existing loan will increase. See “Item 11. Quantitative and Qualitative Disclosures AboutMarket Risk.” The public market may not continue to be active and liquid enough for our shareholders to resell our common shares in the future. The price of our common shares may be volatile and may fluctuate due to factors such as: •actual or anticipated fluctuations in our quarterly and annual results and those of other public companies in our industry; •mergers and strategic alliances in the dry bulk shipping industry; •market conditions in the dry bulk shipping industry; •changes in government regulation; •shortfalls in our operating results from levels forecast by securities analysts; •announcements concerning us or our competitors; and •the general state of the securities market. The dry bulk shipping industry has been highly unpredictable and volatile. The market for our common shares may be equally volatile. Item 4. Information on the Company A. History and Development of the Company History relating to our shares and certain financings We originally incorporated as Globus Maritime Limited on July 26, 2006 pursuant to the Companies (Jersey) Law 1991 (as amended) and began operations inSeptember 2006. Following the conclusion of our initial public offering on June 1, 2007, our common shares were listed on the London Stock Exchange’sAlternative Investment Market, or AIM, under the ticker “GLBS.L.” On July 29, 2010, we effected a 1-4 reverse stock split, with our issued share capitalresulting in 7,240,852 common shares of $0.004 each. (These figures do not reflect the 1-4 reverse stock split which occurred in October 2016, the 1-10reverse stock split which occurred in October 2018 or the 1-100 reverse stock split which occurred in October 2020.) On November 24, 2010, we redomiciled into the Marshall Islands pursuant to the BCA and a resale registration statement for our common shares was declaredeffective by the SEC. Once the resale registration statement was declared effective by the SEC, our common shares began trading on the Nasdaq GlobalMarket under the ticker “GLBS.” Our common shares were suspended from trading on the AIM on November 24, 2010 and were delisted from the AIM onNovember 26, 2010. On April 11, 2016, our common shares began trading on the Nasdaq Capital Market and ceased trading on the Nasdaq Global Market.On October 20, 2016, we effected a 1-4 reverse stock split which reduced the number of outstanding common shares from 10,510,741 to 2,627,674 shares(adjustments were made based on fractional shares). (These figures do not reflect the 1-10 reverse stock split which occurred in October 2018 or the 1-100reverse stock split which occurred in October 2020.)On October 15, 2018, we effected a 1-10 reverse stock split which reduced the number of outstanding common shares from 32,065,077 to 3,206,495 shares(adjustments were made based on fractional shares). (These figures do not reflect the 1-100 reverse stock split which occurred in October 2020.)In November 2018, we entered into a credit facility for up to $15 million with Firment Shipping Inc., a related party to us, for the purpose of financing ourgeneral working capital needs, which facility was amended and restated on May 8, 2020. The Firment Shipping Credit Facility was unsecured and remainedavailable until its final maturity date at October 31, 2021, as amended. We had the right to drawdown any amount up to $15 million or prepay any amount inmultiples of $100,000. Any prepaid amount could have been re-borrowed. Interest on drawn and outstanding amounts was charged at 3.5% per annum untilDecember 31, 2020, and thereafter at 7% per annum. No commitment fee was charged on the amounts remaining available and undrawn. Interest was payablethe last day of a period of three months after the drawdown date, after this period in case of failure to pay any sum due a default interest of 2% per annumabove the regular interest was charged. We had also the right, in our sole option, to convert in whole or in part the outstanding unpaid principal amount andaccrued but unpaid interest under this Agreement into common shares. The conversion price would have equaled the higher of (i) the average of the dailydollar volume-weighted average sale price for the common shares on the Principal Market on any trading day during the period beginning at 9.30 a.m. NewYork City time and ending at 4.00 p.m. over the Pricing Period multiplied by 80%, where the “Pricing Period” equals the ten consecutive trading daysimmediately preceding the date on which the conversion notice was executed or (ii) $280.00. On July 27, 2020, the Company repaid the total outstandingprincipal and interest of the Firment Shipping Credit Facility of approximately $863,000. This facility expired by its terms on October 31, 2021. 43 Table of Contents On March 13, 2019, the Company signed a securities purchase agreement with a private investor and on March 13, 2019 issued, for gross proceeds of $5million, a senior convertible note (the “Convertible Note”) that was convertible into shares of the Company’s common shares, par value $0.004 per share. Ifnot converted or redeemed beforehand pursuant to the terms of the Convertible Note, the Convertible Note was scheduled to mature on March 13, 2020, thefirst anniversary of its issue, but its holder waived the Convertible Note’s maturity until March 13, 2021. The Convertible Note was issued in a transactionexempt from registration under the Securities Act of 1933, as amended, or the Securities Act. The Convertible Note provided for interest to accrue at 10%annually, to be paid at maturity unless the Convertible Note was converted or redeemed pursuant to its terms beforehand. The interest could have been paid incommon shares of the Company, if certain conditions described within the Convertible Note were met. The outstanding balance of the Convertible Note notpreviously converted into shares was fully repaid in June 2020. On June 22, 2020, we completed a public offering of 342,857 units of the Company. Each unit consisted of one common share and one Class A Warrant topurchase one common share (a “Class A Warrant”), for $35 per unit. At the time of the closing, the underwriters exercised and closed a part of their over-allotment option, and purchased an additional 51,393 common shares and Class A Warrants to purchase 51,393 common shares. The exercise price of the Class A Warrants is $35 per whole share at any time after their original issuance up to the date that is five years after their originalissuance. If a registration statement registering the issuance of the common shares underlying the warrants under the Securities Act is not effective oravailable, the holder may, in its sole discretion, elect to exercise the warrant through a cashless exercise, in which case the holder would receive upon suchexercise the net number of common shares determined according to the formula set forth in the warrant. We may be required to pay certain amounts asliquidated damages as specified in the warrants in the event we do not deliver common shares upon exercise of the warrants within the time periods specifiedin the warrants. On June 30, 2020, we issued 458,500 of our common shares in a registered direct offering and 458,500 of June Private Placement (“PP”) Warrants in aconcurrent private placement for a purchase price of $27 per common share and June PP Warrant. The exercise price of each June PP Warrant was initially $30per share but in July 2020 was reduced to $18 per share. On July 21, 2020, we issued 833,333 of our common shares in a registered direct offering and 833,333 of July PP Warrants to purchase common shares in aconcurrent private placement for a purchase price of $18 per common share and July PP Warrant. The exercise price of each July PP Warrant is $18 per share. On December 9, 2020, we issued (a) 1,256,765 common shares, (b) pre-funded warrants to purchase 155,000 common shares, and (c) warrants (the“December 2020 Warrants”) to purchase 1,270,587 common shares. The pre-funded warrants have all been exercised. No December 2020 Warrants have beenexercised as of the date hereof, and may be exercised at any time prior to 5:00 PM New York time on June 9, 2026. The exercise price of the December 2020Warrants was reduced from $8.50 per share to $6.25 per share on January 29, 2021. On January 29, 2021, we issued (a) 2,155,000 common shares, (b) pre-funded warrants to purchase 445,000 common shares, and (c) warrants (the “January2021 Warrants”) to purchase 1,950,000 common shares at an exercise price of $6.25 per share, which may be exercised at any time prior to 5:00 PM New Yorktime on July 29, 2026. The pre-funded warrants were all exercised prior to the date of this annual report. No January 2021 Warrants have been exercised as ofthe date hereof. On February 17, 2021, we issued (a) 3,850,000 common shares, (b) pre-funded warrants to purchase 950,000 common shares, and (c) warrants (the “February2021 Warrants”) to purchase 4,800,000 common shares at an exercise price of $6.25 per share, which may be exercised at any time prior to 5:00 PM New Yorktime on August 17, 2026. The pre-funded warrants have all been exercised. No February 2021 Warrants have been exercised as of the date hereof. On June 29, 2021, we issued (a) 8,900,000 common shares, (b) pre-funded warrants to purchase 1,100,000 common shares, and (c) warrants (the “June 2021Warrants”) to purchase 10,000,000 common shares at an exercise price of $5.00 per share, which may be exercised at any time prior to 5:00 PM New Yorktime on December 29, 2026. The pre-funded warrants have all been exercised. No June 2021 Warrants have been exercised as the date hereof. Each of the June PP Warrants, July PP Warrants, December 2020 Warrants, January 2021 Warrants, February 2021 Warrants and June 2021 Warrants isexercisable for a period of five and one-half years commencing on the date of issuance. The warrants are exercisable at the option of each holder, in whole orin part by delivering to us a duly executed exercise notice with payment in full in immediately available funds for the number of common shares purchasedupon such exercise. If a registration statement registering the resale of the common shares underlying the private placement warrants under the Securities Actis not effective or available at any time after the six month anniversary of the date of issuance of the private placement warrants, the holder may, in its solediscretion, elect to exercise the private placement warrant through a cashless exercise, in which case the holder would receive upon such exercise the netnumber of common shares determined according to the formula set forth in the warrant. If a registration statement covering the issuance of the shares under theSecurities Act is not effective or available at any time after the issuance of the December 2020 Warrants, January 2021 Warrants, February 2021 Warrants andJune 2021 Warrants, the holder may, in its sole discretion, elect to exercise the such warrants through a cashless exercise, in which case the holder wouldreceive upon such exercise the net number of common shares determined according to the formula set forth in the warrant. If we do not issue the shares in atimely fashion, each warrant contains certain liquidated damages provisions. Each of the warrants described above, other than the Class A Warrants, were issued pursuant to a securities purchase agreement and a placement agencyagreement. From June 22, 2020 to the date hereof, we have issued 5,550 common shares pursuant to exercises of outstanding Class A Warrants. As of the date of thisannual report, no June PP Warrants, July PP Warrants, December 2020 Warrants, January 2021 Warrants, February 2021 Warrants or June 2021 Warrants havebeen exercised. On October 21, 2020, we effected a 1-100 reverse stock split which reduced the number of shares outstanding from 175,675,651 to 1,756,720 (adjustmentswere made based on fractional shares). Unless otherwise noted, all historical share numbers, per share amounts, including common share, preferred shares andwarrants, have been adjusted to give effect to this reverse stock split. On June 12, 2020, we entered into a stock purchase agreement and issued 50 of our newly designated Series B preferred shares, par value $0.001 per share, toGoldenmare Limited, a company controlled by our Chief Executive Officer, Athanasios Feidakis, in return for $150,000, which amount was settled byreducing, on a dollar for dollar basis, the amount payable by the Company to Goldenmare Limited pursuant to a consultancy agreement. In July 2020, we issued an additional 250 of our Series B preferred shares to Goldenmare Limited in return for $150,000. The $150,000 was paid by reducing,on a dollar-for-dollar basis, the amount payable by the Company to Goldenmare Limited pursuant to a consultancy agreement. In addition, we increased themaximum voting rights under the Series B preferred shares from 49.0% to 49.99%. In March 2021, we issued an additional 10,000 of our Series B preferred shares to Goldenmare Limited in return for $130,000, which was settled by reducing,on a dollar-for-dollar basis, the amount payable by the Company to Goldenmare Limited pursuant to a consultancy agreement. Each Series B preferred share entitles the holder thereof to 25,000 votes per share on all matters submitted to a vote of the shareholders of the Company,provided however, that no holder of Series B preferred shares may exercise voting rights pursuant to Series B preferred shares that would result in theaggregate voting power of any beneficial owner of such shares and its affiliates (whether pursuant to ownership of Series B preferred shares, common sharesor otherwise) to exceed 49.99% of the total number of votes eligible to be cast on any matter submitted to a vote of shareholders of the Company. To the fullestextent permitted by law, the holders of Series B preferred shares shall have no special voting or consent rights and shall vote together as one class with theholders of the common shares on all matters put before the shareholders. The Series B preferred shares are not convertible into common shares or any othersecurity. They are not redeemable and have no dividend rights. Upon any liquidation, dissolution or winding up of the Company, the Series B preferred sharesare entitled to receive a payment with priority over the common shareholders equal to the par value of $0.001 per share. The Series B preferred shareholder hasno other rights to distributions upon any liquidation, dissolution or winding up of the Company. All issued and outstanding Series B preferred shares must beheld of record by one holder, and the Series B preferred shares shall not be transferred without the prior approval of our Board of Directors. Finally, in theevent the Company (i) declares any dividend on its common shares, payable in common shares, (ii) subdivides the outstanding common shares or (iii)combines the outstanding common shares into a smaller number of shares, there shall be a proportional adjustment to the number of outstanding Series Bpreferred shares. 44 Table of Contents Each issuance of Series B preferred shares to Goldenmare Limited was approved by an independent committee of the Board of Directors of the Company,which (in each instance) received a fairness opinion from an independent financial advisor that the transaction was for a fair value. In March 2021, the Company prepaid $6.0 million of the Entrust loan facility, which represented all amounts that would otherwise come due during calendaryear 2021. As a result, after this pre-payment we had an aggregate debt outstanding of $31 million, gross of unamortized debt costs, from the Entrust LoanFacility. On May 10, 2021, we reached an agreement with First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.) for a loan facility of $34.25million bearing interest at LIBOR plus a margin of 3.75% per annum. This loan facility is referred to as the CIT Loan Facility. The proceeds of this financingwere used to repay the outstanding balance of the EnTrust Loan Facility. In August 2022, we entered into a deed of accession, amendment and restatement ofthe CIT Loan Facility with First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.), whereby the CIT Loan Facility was amended andrestated and an additional borrower, Salaminia Maritime Limited, acceded to the CIT Loan Facility. The CIT Loan Facility principal amount was increased to$52.25 million, by a top up loan amount of $18 million for the purpose of financing our vessel Orion Globe and for general corporate and working capitalpurposes. The CIT Loan Facility (including the new top up loan amount) became further secured by a first preferred mortgage over the vessel Orion Globe.Furthermore, the LIBOR interest provisions of the CIT Loan Facility were replaced with Term SOFR plus a margin of 3.35% (or 5.35% default interest). InAugust 2023, we entered into a second deed of accession, amendment and restatement of the CIT Loan Facility with First Citizens Bank & Trust Company(formerly known as CIT Bank N.A.), whereby the CIT Loan Facility was further amended and restated and two additional borrowers, Argo Maritime Limitedand Talisman Maritime Limited, acceded to the CIT Loan Facility. The CIT Loan Facility was further increased to $72.25 million, by a top up loan amount of$25 million for the purpose of financing our vessels Diamond Globe and Power Globe and for general corporate and working capital purposes. The CIT LoanFacility (including the new top up loan amount) became further secured by first preferred mortgages over the vessels Diamond Globe and Power Globe. TheCIT Loan Facility currently bears interest at Term SOFR together with an adjustment of 0.1% per annum plus a margin of 2.70% (or 4.70% default interest)per annum. For more information regarding the terms of the CIT Loan Facility, see “Item 5.B. Liquidity and Capital Resources — Indebtedness.” On August 3, 2023, we entered into a Shareholders Rights Agreement between the Company and Computershare Trust Company, N.A., as rights agent, andour board of directors authorized and declared a dividend distribution of one right for each outstanding common share to shareholders of record as of the closeof business on August 21, 2023. Each right entitles the registered holder to purchase from us one one-thousandth of a share of Series C Participating PreferredStock at an exercise price of $5.00 per one one-thousandth of a preferred share, subject to adjustment. For additional information, please see “Description ofSecurities” filed as Exhibit 2.1 hereto. As of December 31, 2023, our issued and outstanding capital stock consisted of 20,582,301 common shares and 10,300 Series B preferred shares. Recent history relating to our ships In October 2020, we purchased a 2015-built Kamsarmax dry bulk carrier for $18.4 million. The vessel was delivered on October 29, 2020 and was namedGalaxy Globe. Galaxy Globe was built at the Hudong-Zhonghua Shipyard in China and has a carrying capacity of 81,167 dwt.On June 9, 2021, we took delivery of the m/v “Diamond Globe”, a 2018-built Kamsarmax dry bulk carrier, through its subsidiary, Argo Maritime Limited, fora purchase price of $27 million financed with available cash. The m/v “Diamond Globe” was built at Jiangsu New Yangzi Shipbuilding Co., Ltd and has acarrying capacity of 82,027 dwt. On July 20, 2021, we took delivery of the m/v “Power Globe”, a 2011-built Kamsarmax dry bulk carrier, through its subsidiary, Talisman Maritime Limited,for a purchase price of $16.2 million financed with available cash. The m/v “Power Globe” was built at Universal Shipbuilding Corporation in Japan and has acarrying capacity of 80,655 dwt. 45 Table of Contents On November 29, 2021, we took delivery of the m/v “Orion Globe”, a 2015-built Kamsarmax dry bulk carrier, through its subsidiary, Salaminia MaritimeLimited, for a purchase price of $28.4 million financed with available cash. The m/v “Orion Globe” was built at Tsuneishi Zosen in Japan and has a carryingcapacity of 81,837 dwt.On April 29, 2022, we entered into a contract, through our subsidiary Calypso Shipholding S.A., for the construction and purchase of one fuel efficient drybulk carrier with a carrying capacity of approximately 64,000 dwt. The vessel was built at Nihon Shipyard Co. in Japan. The total consideration for theconstruction of the vessel was approximately $37.5 million. On January 22, 2024, we paid the final installment to Nihon Shipyard Co. in Japan and tookdelivery of the new Ultramax with carrying capacity of approximately 64,000 dwt that was named m/v “GLBS Hero”.On May 13, 2022, we signed two contracts, through our subsidiaries Daxos Maritime Limited and Paralus Shipholding S.A., for the construction and purchaseof two fuel efficient bulk carriers of approximately 64,000 dwt each. The sister vessels will be built at Nantong COSCO KHI Ship Engineering Co. in China,with the first one scheduled to be delivered during the third quarter of 2024 and to be named m/v “GLBS MIGHT” and the second one scheduled to bedelivered during the fourth quarter of 2024. The total consideration for the construction of both vessels is approximately $70.3 million, which we intend tofinance with a combination of debt and equity. In May 2022, we paid the first installment of $13.8 million and in November 2022 paid the second installmentof $6.9 million for both vessels under construction. For more information regarding the sale and leaseback agreement that we entered into in February 2024 inrespect of the vessel GLBS MIGHT, see “—Recent developments (post-2023).” On March 6, 2023, we, through a wholly owned subsidiary, entered into an agreement to sell the 2007-built Sun Globe for a gross price of $14.1 million,before commissions, to an unaffiliated third party.Following the agreement to sell Sun Globe and given the significant increase in the vessel’s market value, we assessed that there were indications thatimpairment losses recognized in the previous periods with respect to this vessel had decreased. Therefore, the carrying amount of the vessel was increased toits recoverable amount, determined based on its selling price less cost to sell, and we recorded a reversal of impairment in the amount of $4.4 million duringthe first quarter of 2023. The vessel was delivered to its new owners on June 5, 2023 and we recorded a gain of $71,000. On August 11, 2023, we, through a wholly owned subsidiary, entered into an agreement to sell the 2009-built Sky Globe for a gross price of $10.7 million,before commissions, to an unaffiliated third party. The vessel was delivered to its new owners on September 7, 2023. We recognized a gain of approximately$2.2 million as a result of the sale. On August 16, 2023, we through a wholly owned subsidiary, entered into an agreement to sell the 2010-built Star Globe for a gross price of $11.2 million,before commissions, to an unaffiliated third party. The vessel was delivered to its new owners on September 13, 2023. We recognized a gain of approximately$1.6 million as a result of the sale. On August 18, 2023, we, through Thalia Shipholding S.A. and Olympia Shipholding S.A., signed two contracts for the construction and purchase of two fuelefficient bulk carriers of approximately 64,000 dwt each. The two vessels are expected be built at Nihon Shipyard Co. in Japan and are scheduled to bedelivered during the second half of 2026. The total consideration for the construction of both vessels is approximately $75.5 million, which the Companyintends to finance with a combination of debt and equity. In August 2023, we paid the first installment of $7.5 million for both vessels under construction. As of December 31, 2023, our fleet was comprised of a total of six dry bulk vessels consisting of four Kamsarmaxes, one Panamax and one Supramax, and wehad contracted for the construction of five additional Ultramaxes (one of which was delivered in January 2024). The weighted average age of the vessels in ourfleet as of December 31, 2023 was 11.2 years, and their carrying capacity was 453,745 dwt. The weighted average age of the vessels in our fleet as of February29, 2024 was 9.9 years, and their carrying capacity was 517,487 dwt. Recent developments (post-2023) On February 23, 2024, we, through our subsidiary Daxos Maritime Limited, entered into a $28 million sale and leaseback agreement with SK ShipholdingS.A., a subsidiary of Shinken Bussan Co., Ltd. of Japan (“Shinken”), with respect to the approximately 64,000 dwt bulk carrier to be named “GLBS MIGHT,”which is scheduled to be delivered from the relevant shipyard during the third quarter of 2024. For more information regarding the terms of the sale andleaseback agreement, see “Item 5.B. Liquidity and Capital Resources — Indebtedness.” 46 Table of Contents General Our executive office is located at the office of Globus Shipmanagement Corp., which we refer to as our Manager, at 128 Vouliagmenis Avenue, 3rd Floor, 16674 Glyfada, Attica, Greece. Our telephone number is +30 210 960 8300. Our registered agent in the Marshall Islands is The Trust Company of the MarshallIslands, Inc. and our registered address in the Marshall Islands is Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall IslandsMH96960. We maintain our website at www.globusmaritime.gr. The SEC maintains an internet site that contains reports, proxy and information statements,and other information regarding us and other issuers that file electronically with the SEC at http://www.sec.gov. Information that is available on or accessedthrough these websites does not constitute part of, and is not incorporated by reference into, this annual report on Form 20-F. B. Business OverviewWe are an integrated dry bulk shipping company, providing marine transportation services on a worldwide basis. We own (or charter through finance leases),operate and manage a fleet of dry bulk vessels that transport iron ore, coal, grain, steel products, cement, alumina and other dry bulk cargoes internationally.We intend to grow our fleet through timely and selective acquisitions of modern vessels or acquisition through construction of new vessels in a manner that webelieve will provide an attractive return on equity and will be accretive to our earnings and cash flow based on anticipated market rates at the time of purchase.There is no guarantee however, that we will be able to find suitable vessels to purchase or build or that such vessels will provide an attractive return on equityor be accretive to our earnings and cash flow. Our operations are managed by our Glyfada, Greece-based wholly owned subsidiary, Globus Shipmanagement Corp., which we refer to as our Manager, whichprovides in-house commercial and technical management for our vessels and provided consulting services for an affiliated ship-management company. OurManager has entered into a ship management agreement with each of our wholly owned vessel-owning (or bareboat chartering in through financialarrangements) subsidiaries to provide services that include managing day-to-day vessel operations, such as supervising the crewing, supplying, maintaining ofvessels and other services. The following table presents information concerning the vessels in our fleet as of March 14, 2024: Vessel YearBuilt Flag DirectOwner/Lessee Shipyard Vessel Type DeliveryDate CarryingCapacity(dwt)m/v River Globe 2007 MarshallIslands DevoceanMaritime Ltd. YangzhouDayang Supramax December2007 53,627m/v Moon Globe 2005 MarshallIslands ArtfulShipholdingS.A. Hudong-Zhonghua Panamax June 2011 74,432m/v Galaxy Globe 2015 MarshallIslands SerenaMaritimeLimited Hudong-Zhonghua Kamsarmax October 2020 81,167 m/v Diamond Globe 2018 MarshallIslands Argo MaritimeLimited Jiangsu NewYangziShipbuildingCo. Kamsarmax June 2021 82,027m/v Power Globe 2011 MarshallIslands TalismanMaritimeLimited UniversalShipbuildingCorporation Kamsarmax July 2021 80,655 m/v Orion Globe 2015 MarshallIslands SalaminiaMaritimeLimited TsuneishiZosen Kamsarmax November2021 81,837m/v GLBS Hero 2024 MarshallIslands CalypsoShipholdingS.A. NihonShipyard Co. Ultramax January 2024 63,742 Total: 517,487 We own or charter in each of our vessels through separate, wholly owned subsidiaries, all of which are incorporated in the Marshall Islands. Our Supramaxvessel is geared. Geared vessels can operate in ports with minimal shore-side infrastructure. Due to the ability to switch between various dry bulk cargo typesand to service a wider variety of ports, the day rates for geared vessels tend to have a premium. On January 22, 2024, we paid the final installment to Nihon Shipyard Co. in Japan and on January 25, 2024 we took delivery of a new Ultramax with carryingcapacity of approximately 64,000 dwt that was named m/v “GLBS Hero”. In addition to the above vessels, we have contracted for the construction of four additional Ultramaxes. See “Item 4.A. History and Development of theCompany.” 47 Table of Contents Employment of our Vessels Our long-term strategy to maximize the value of our fleet is to employ our vessels on a mix of all types of charter contracts, including in the short-term or spotmarket and on long-term charters and index-linked charters. We believe this strategy provides the cash flow stability, reduced exposure to market downturnsand high utilization rates of the charter market, while at the same time enabling us to benefit from periods of increasing short-term or spot market rates. Butour short-term strategy at any given point in time is dictated by a multitude of factors and the chartering opportunities before us. We may, for example, seek toemploy a greater portion of our fleet on the short-term or spot market or on time charters with longer durations, should we believe it to be in our best interests.We generally prefer spot or short-term contracts in order to be versatile, to be able to move quickly to capture a market upswing, and to be more selective withthe cargos we carry. Long-term charters, however, provide desirable cash flow stability, albeit at the cost of missing upswings in cargo rates. Finally, the index-linked charters reflect similar rate volatility as spot/voyage rates, although the index-linked hire rate may enable us to capture increased profit margins duringperiods of improvements in vessel charter rates. Accordingly, our mix between short-term or spot charters, longer-term charters and index-linked charterschanges from time-to-time. When our ships are not all on the short-term or spot market, we generally seek to stagger the expiration dates of our charters toreduce exposure to volatility in the shipping cycle when our vessels come off of charter. We also continually monitor developments in the dry bulk shippingindustry and, subject to market demand, will adjust the number of vessels on charters and the charter periods for our vessels according to market conditions. We and our Manager have developed relationships with a number of international charterers, vessel brokers, financial institutions, insurers and shipbuilders.We have also developed a network of relationships with vessel brokers who help facilitate vessel charters and acquisitions. On the date of the filing of this annual report on 20-F, all of our vessels were employed on short-term time charters, of which three are index-linked. Each of our vessels travels across the world and not on any particular route. The charterers of our vessels, whether time, bareboat or on the spot market, selectthe locations to which our vessels travel, subject to any restrictions under terms of employment. Time Charter A time charter is a contract for the use of a vessel for a fixed period of time at a specified daily rate. Under a time charter, the vessel owner provides crewing,insuring, repairing and maintenance and other services related to the vessel’s operation, the cost of which is included in the daily rate, and the customer isresponsible for substantially all of the vessel voyage costs, including the cost of bunkers (fuel oil) and canal and port charges. The owner also payscommissions typically ranging from 0% to 6.25% of the total daily charter hire rate of each charter to unaffiliated ship brokers and to in-house brokersassociated with the charterer, depending on the number of brokers involved with arranging the charter. Basic Hire Rate and Term “Basic hire rate” refers to the basic payment from the customer for the use of the vessel. The hire rate is generally payable semi-monthly or 15 days, inadvance, in U.S. dollars as specified in the charter. A hire rate can be fixed or index-linked, with the latter reflecting similar rate volatility as spot/voyage rates,although the index-linked hire rate may enable us to capture increased profit margins during periods of improvements in vessel charter rates. Off-hire When the vessel is “off-hire,” the charterer generally is not required to pay the basic hire rate, and we are responsible for all costs. Prolonged off-hire may leadto vessel substitution or termination of the time charter. A vessel generally will be deemed off-hire if there is a loss of time due to, among other things,operational deficiencies; drydocking for examination or painting the bottom; equipment breakdowns; damages to the hull; or similar problems. 48 Table of Contents Ship Management and Maintenance We are responsible for the technical management of the vessel and for maintaining the vessel, periodic drydocking, cleaning and painting and performing workrequired by regulations. Globus Shipmanagement provides the technical, commercial and day-to-day operational management of our vessels. Technicalmanagement includes crewing, maintenance, repair and drydockings. During 2023, we paid Globus Shipmanagement $700 per vessel per day. All fees payableto Globus Shipmanagement for vessels that we own or charter in are eliminated upon consolidation of our accounts. Termination We are generally entitled to suspend performance under the time charter if the customer defaults in its payment obligations. Either party may terminate thecharter in the event of war in specified countries. Commissions During the year ended December 31, 2023, we paid commissions of 5% to each time charter agreement then in effect. Bareboat Charter A bareboat charter is a contract pursuant to which the vessel owner provides the vessel to the charterer for a fixed period of time at a specified daily rate, andthe charterer provides for all of the vessel’s operating expenses. The charterer undertakes to maintain the vessel in a good state of repair and efficient operatingcondition and drydock the vessel during this period as per the classification society requirements. Redelivery Upon the expiration of a bareboat charter, typically the charterer must redeliver the vessel in as good structure, state, condition and class as that in which thevessel was delivered. Ship Management and Maintenance Under a bareboat charter, the charterer is responsible for all of the vessel’s operating expenses, including crewing, insuring, maintaining and repairing thevessel, any drydocking costs, and the stores, lube oils and communication expenses. Under a bareboat charter, the charterer is also responsible for the voyagecosts, and generally assumes all risk of operation. The charterer covers the costs associated with the vessel’s special surveys and related drydocking fallingwithin the charter period. Commissions Commissions on bareboat charters typically range from 0% to 3.75%. Our Customers We seek to charter our vessels to customers who we perceive as creditworthy thereby minimizing the risk of default by our charterers. We also try to selectcharterers depending on the type of product they want to carry and the geographical areas in which they tend to trade. Our assessment of a charterer’s financial condition and reliability is an important factor in negotiating employment for our vessels. We generally charter ourvessels to operators, trading houses (including commodities traders), shipping companies and producers and government-owned entities and generally avoidchartering our vessels to companies we believe to be speculative or undercapitalized entities. Since our operations began in September 2006, our customershave included Hyundai Glovis Co. Ltd., Dampskibsselskabet NORDEN A/S, NYK Bulk & Projects Carriers Ltd. and Olam Global Agri Pte Ltd. In addition,during the periods when some of our vessels were trading on the spot market, they have been chartered to charterers such as Cargill International SA,Oldendorff GmbH & Co KG, Western Bulk Pte. Ltd., Ausca Shipping HK Limited and others, thus expanding our customer base. 49 Table of Contents Competition Our business fluctuates in line with the main patterns of trade of the major dry bulk cargoes and varies according to changes in the supply and demand forthese items. We operate in markets that are highly competitive and based primarily on supply and demand. We compete for charters on the basis of price,vessel location, size, age and condition of the vessel, as well as on our reputation as an owner and operator. We compete with other owners of dry bulk vesselsin the Panamax, Supramax and Kamsarmax dry bulk vessels, but we also compete with owners for the purchase and sale of vessels of all sizes. Thosecompetitors may be better capitalized or have more liquidity than we do. In this period of significantly depressed pricing and over capacity, better liquiditymay be a major competitive advantage, and we believe that some of our competitors may be better capitalized than we are. Ownership of dry bulk vessels is highly fragmented. It is likely that we will face substantial competition for long-term charter business from a number ofexperienced companies. Many of these competitors will have larger dry bulk vessel fleets and greater financial resources than us, which may make them morecompetitive. It is also likely that we will face increased numbers of competitors entering into our transportation sectors, including in the dry bulk sector. Manyof these competitors have strong reputations and extensive resources and experience. Increased competition may cause greater price competition, especially forlong-term charters. We believe that no single competitor has a dominant position in the markets in which we compete. The process for obtaining longer term time charters generally involves a lengthy and intensive screening and vetting process and the submission of competitivebids. In addition to the quality and suitability of the vessel, longer term shipping contracts may be awarded based upon a variety of other factors relating to thevessel operator, including: Øenvironmental, health and safety record; Øcompliance with regulatory industry standards; Øreputation for customer service, technical and operating expertise; Øshipping experience and quality of vessel operations, including cost-effectiveness; Øquality, experience and technical capability of crews; Øthe ability to finance vessels at competitive rates and overall financial stability; Øenvironmental, social, and governance criteria; Ørelationships with shipyards and the ability to obtain suitable berths; Øconstruction management experience, including the ability to procure on-time delivery of new vessels according to customer specifications; Øwillingness to accept operational risks pursuant to the charter, such as allowing termination of the charter for force majeure events; and Øcompetitiveness of the bid in terms of overall price. As a result of these factors, we may be unable to expand our relationships with existing customers or obtain new customers for long-term time charters on aprofitable basis, if at all. However, even if we are successful in employing our vessels under longer term charters, our vessels will not be available for tradingon the short-term or spot market during an upturn in the market cycle, when short-term or spot trading may be more profitable. If we cannot successfullyemploy our vessels in profitable charters, our results of operations and operating cash flow could be materially adversely affected. 50 Table of Contents The Dry Bulk Shipping Industry The world dry bulk fleet is generally divided into seven major categories, based on a vessel’s cargo carrying capacity. These categories consist of: Handysize,Handymax/Supramax, Panamax, Kamsarmax, Capesize and Very Large Ore Carrier. Ø Handysize. Handysize vessels have a carrying capacity of up to 39,999 dwt. These vessels are primarily involved in carrying minor bulk cargoes.Increasingly, vessels of this type operate on regional trading routes, and may serve as trans-shipment feeders for larger vessels. Handysize vessels are wellsuited for small ports with length and draft restrictions. Their cargo gear enables them to service ports lacking the infrastructure for cargo loading andunloading. Ø Handymax/Supramax. Handymax vessels have a carrying capacity of between 40,000 and 59,999 dwt. These vessels operate on a large number ofgeographically dispersed global trade routes, carrying primarily iron ore, coal, grains and minor bulks. Within the Handymax category there is also a sub-sector known as Supramax. Supramax bulk vessels are vessels between 50,000 to 59,999 dwt, normally offering cargo loading and unloading flexibility withon-board cranes, while at the same time possessing the cargo carrying capability approaching conventional Panamax bulk vessels. Hence, the earningspotential of a Supramax dry bulk vessel, when compared to a conventional Handymax vessel of 45,000 dwt, is greater. Ø Ultramax. Ultramax vessels are medium-sized vessels. Larger than Supramax vessels, they have a carrying capacity generally between 60,000 to65,000 dwt. Ø Panamax. Panamax vessels have a carrying capacity of between 60,000 and 79,999 dwt. These vessels carry coal, grains, and, to a lesser extent,minor bulks, including steel products, forest products and fertilizers. The term “Panamax” refers to vessels that were able to pass through the Panama Canalbefore the Panama Canal was expanded in June 2016 (to allow vessels of up to 120,000 dwt, a size sometimes referred to as New Panamax). Panamax vesselsare more versatile than larger vessels. Ø Kamsarmax. Kamsarmax vessels typically have a carrying capacity of between 80,000 and 109,999 dwt. These vessels tend to be shallower and havea larger beam than a standard Panamax vessel with a higher cubic capacity. They have been designed specifically for loading high cubic cargoes from draughtrestricted ports. The term Kamsarmax stems from Port Kamsar in Guinea, where large quantities of bauxite are exported from a port with only 13.5 meterdraught and a 229 meter length overall restriction, but no beam restriction. Ø Capesize. Capesize vessels have carrying capacities of between 110,000 and 199,999 dwt. Only the largest ports around the world possess theinfrastructure to accommodate vessels of this size. Capesize vessels are mainly used to transport iron ore or coal and, to a lesser extent, grains, primarily onlong-haul routes. Ø VLOC. Very large ore carriers are in excess of 200,000 dwt. VLOCs are built to exploit economies of scale on long-haul iron ore routes. The supply of dry bulk shipping capacity, measured by the amount of suitable vessel tonnage available to carry cargo, is determined by the size of the existingworldwide dry bulk fleet, the number of new vessels on order, the scrapping of older vessels and the number of vessels out of active service (i.e., laid up orotherwise not available for hire). In addition to prevailing and anticipated freight rates, factors that affect the rate of newbuilding, scrapping and laying-upinclude newbuilding prices, secondhand vessel values in relation to scrap prices, costs of bunkers and other voyage expenses, costs associated withclassification society surveys, normal maintenance and insurance coverage, the efficiency and age profile of the existing fleets in the market and governmentand industry regulation of marine transportation practices. The supply of dry bulk vessels is not only a result of the number of vessels in service, but also theoperating efficiency of the fleet. Dry bulk trade is influenced by the underlying demand for the dry bulk commodities which, in turn, is influenced by the levelof worldwide economic activity. Generally, growth in gross domestic product and industrial production correlate with peaks in demand for marine dry bulktransportation services. Dry bulk vessels are one of the most versatile elements of the global shipping fleet in terms of employment alternatives. They seldom operate on round tripvoyages with high ballasting times. Rather, they often participate in triangular or multi-leg voyages. Charter Rates In the time charter market, rates vary depending on the length of the charter period and vessel specific factors such as age, speed, size and fuel consumption. Inthe voyage charter market, rates are influenced by cargo size, commodity, port dues and canal transit fees, as well as delivery and redelivery regions. Ingeneral, a larger cargo size is quoted at a lower rate per ton than a smaller cargo size. Routes with costly ports or canals generally command higher rates.Voyages loading from a port where vessels usually discharge cargo, or discharging from a port where vessels usually load cargo, are generally quoted at lowerrates. This is because such voyages generally increase vessel efficiency by reducing the unloaded portion (or ballast leg) that is included in the calculation ofthe return charter to a loading area. 51 Table of Contents Within the dry bulk shipping industry, the freight rate indices issued by the Baltic Exchange in London are the references most likely to be monitored. Thesereferences are based on actual charter hire rates under charters entered into by market participants as well as daily assessments provided to the Baltic Exchangeby a panel of major shipbrokers. The Baltic Exchange, an independent organization comprised of shipbrokers, shipping companies and other shipping players,provides daily independent shipping market information and has created freight rate indices reflecting the average freight rates (that incorporate actualbusiness concluded as well as daily assessments provided to the exchange by a panel of independent shipbrokers) for the major bulk vessel trading routes.These indices include the Baltic Panamax Index, the index with the longest history and, more recently, the Baltic Capesize Index. Charter (or hire) rates paid for dry bulk vessels are generally a function of the underlying balance between vessel supply and demand. Over the past 25 years,dry bulk cargo charter rates have passed through cyclical phases and changes in vessel supply and demand have created a pattern of rate “peaks” and“troughs.” Generally, spot/voyage charter rates will be more volatile than time charter rates, as they reflect short-term movements in demand and marketsentiment. The BDI remained significantly depressed from 2008-2020. In 2021, the BDI rose to a high of 5,650 on October 7, 2021 and had a low of 1,303 onFebruary 10, 2021. In 2022, the BDI ranged from a low of 965 on August 31, 2022 to a high of 3,369 on May 23, 2022. In 2023, the BDI ranged from a highof 3,346 on December 4, 2023 to a low of 530 on February 16, 2023. In 2024 through March 13, 2024, the BDI ranged from a high of 2,377 on March 11,2024 to a low of 1,308 on January 17, 2024. Vessel Prices Newbuilding vessel prices generally fell as part of the sudden and steep decline in freight rates after August 2008, and continued to gradually decline, butstarted to increase in 2021 (although not at the 2008 levels) although they declined in the latter half of 2022 and in the beginning of 2023. Since the beginningof 2023, they have been on an increasing trend with normal fluctuations. In broad terms, the secondhand market is affected by both the newbuilding prices as well as the overall freight expectations and sentiment observed at anygiven time. As with newbuild prices, secondhand vessel values have continued to gradually decline since August 2008 until 2021, when they started toincrease, although they declined in the latter half of 2022 and in the beginning of 2023. Price declines were observed until the fourth quarter of 2023 whenvalues rebounded to levels noted at the beginning of the year. Since then, dry bulk vessels’ prices have been following an upward pattern due to resilient ton-mile demand, limited effective supply of vessels and modest orderbook. Seasonality Our fleet consists of dry bulk vessels that operate in markets that have historically exhibited seasonal variations in demand and, as a result, in charter rates. Thedry bulk sector is typically stronger in the fall and winter months in anticipation of increased consumption of coal and other raw materials in the northernhemisphere during the winter months. Such seasonality will affect the rates we obtain on the vessels in our fleet that operate on the short-term or spot market. Permits and Authorizations We are required by various governmental and quasi-governmental agencies to obtain certain permits, licenses and certificates with respect to our vessels. Thekinds of permits, licenses and certificates required depend upon several factors, including the commodity transported, the waters in which the vessel operates,the nationality of the vessel’s crew and the age of a vessel. We have been able to obtain all permits, licenses and certificates currently required to permit ourvessels to operate. Additional laws and regulations, environmental or otherwise, may be adopted which could limit our ability to do business or increase ourcost of doing business. 52 Table of Contents Disclosure of Activities pursuant to Section 13(r) of the U.S. Securities Exchange Act of 1934 Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012 added Section 13(r) to the Exchange Act. Section 13(r), as amended, requiresan issuer to disclose whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or certain othersanctioned parties. Disclosure is required even where the activities, transactions or dealings are conducted in compliance with applicable law. Provided in thissection is information concerning the activities of us and our affiliates that occurred in 2023 and which we believe may be required to be disclosed pursuant toSection 13(r) of the Exchange Act.In 2023, our vessels did not complete any port call in Iran, and we are not aware of any vessels owned or controlled by our affiliates completing any port callin Iran. Our charter party agreements for our vessels restrict the charterers from calling in Iran in violation of U.S. sanctions, or carrying any cargo to Iran which issubject to U.S. sanctions. However, there can be no assurance that our vessels will not, from time to time in the future on charterer’s instructions, performvoyages which would require disclosure pursuant to Exchange Act Section 13(r). We currently have no intention to charter our vessels to charterers and sub-charterers, including, as the case may be, Iran-related parties, who may make, ormay sub-let the vessels to sub-charterers who may make, port calls to Iran, but we always evaluate and reevaluate our legally available options. Inspection by Classification Societies Every oceangoing vessel must be “classed” by a classification society. The classification society certifies that the vessel is “in class,” signifying that the vesselhas been built and maintained in accordance with the rules of the classification society and complies with applicable rules and regulations of the vessel’scountry of registry and the international conventions of which that country is a member. In addition, where surveys are required by international conventionsand corresponding laws and ordinances of a flag state, the classification society will undertake them on application or by official order, acting on behalf of theauthorities concerned. The classification society also undertakes on request other surveys and checks that are required by regulations and requirements of the flag state. Thesesurveys are subject to agreements made in each individual case and/or to the regulations of the country concerned. For maintenance of the class certification,regular and extraordinary surveys of hull, machinery, including the electrical plant, and any special equipment classed are required to be performed as follows: ØAnnual Surveys. For seagoing vessels, annual surveys are conducted for the hull and the machinery, including the electrical plant and whereapplicable for special equipment classed, at intervals of 12 months from the date of commencement of the class period indicated in the certificate. ØIntermediate Surveys. Extended annual surveys are referred to as intermediate surveys and typically are conducted two and one-half years aftercommissioning and each class renewal. Intermediate surveys may be carried out on the occasion of the second or third annual survey. ØClass Renewal Surveys. Class renewal surveys, also known as special surveys, are carried out for the vessel’s hull, machinery, including the electricalplant, and for any special equipment classed, at the intervals indicated by the character of classification for the hull. At the special survey the vesselis thoroughly examined, including audio-gauging to determine the thickness of the steel structures. Should the thickness be found to be less thanclass requirements, the classification society would prescribe steel renewals. The classification society may grant a one-year grace period forcompletion of the special survey. Substantial amounts of money may have to be spent for steel renewals to pass a special survey if the vesselexperiences excessive wear and tear. In lieu of the special survey every four or five years, depending on whether a grace period was granted, ashipowner has the option of arranging with the classification society for the vessel’s hull or machinery to be on a continuous survey cycle, in whichevery part of the vessel would be surveyed within a five-year cycle. At an owner’s application, the surveys required for class renewal may be splitaccording to an agreed schedule to extend over the entire period of class. This process is referred to as continuous class renewal. 53 Table of Contents All areas subject to survey as defined by the classification society are required to be surveyed at least once per class period, unless shorter intervals betweensurveys are prescribed elsewhere. The period between two subsequent surveys of each area must not exceed five years. Most insurance underwriters make it a condition for insurance coverage that a vessel be certified as “in class” by a classification society that is a member ofthe International Association of Classification Societies. All the vessels in our fleet are certified as being “in class” by Nippon Kaiji Kyokai (Class NK) orLloyds. Typically, all new and secondhand vessels that we purchase must be certified “in class” prior to their delivery under our standard purchase contractsand memoranda of agreement. Under our standard purchase contracts, unless negotiated otherwise, if the vessel is not certified on the date of closing, wewould have no obligation to take delivery of the vessel. Although we may not have an obligation to accept any vessel that is not certified on the date ofclosing, we may determine nonetheless to purchase the vessel, should we determine it to be in our best interests. If we do so, we may be unable to charter suchvessel after we purchase it until it obtains such certification, which could increase our costs and affect the earnings we anticipate from the employment of thevessel. Vessels are drydocked during intermediate and special surveys for repairs of their underwater parts. If “in water survey” notation is assigned, there is an optionof carrying out an underwater inspection of the vessel in lieu of drydocking, subject to certain conditions. In the event that an “in water survey” notation isassigned and other requirements as stipulated by class rules permit, dry docking required as part of an Intermediate Survey may be carried out “in lieu” therebyachieving a higher utilization for the relevant vessel. As per rules each vessel must dry dock twice within a five year cycle. One drydock must coincide withthe special survey while the time distance between two dry docks must not exceed 36 months. We budget 30 days per drydocking per vessel. Actual length willvary based on the condition of each vessel, shipyard schedules and other factors. The following table lists the dates by which we expect to carry out the next drydockings and special surveys for the vessels in our fleet: Vessel NameDrydockingSpecial SurveyClassification Societym/v River GlobeJune 2025August 2027Class NKm/v Moon GlobeNovember 2025November 2025Class NKm/v Galaxy GlobeOctober 2025October 2025Class NKm/v Diamond GlobeMay 2026May 2028Lloydsm/v Power GlobeOctober 2024June 2026Class NKm/v Orion GlobeMarch 2025March 2025Class NKm/v GLBS HeroJanuary 2027January 2029Class NK Following an incident or a scheduled survey, if any defects are found, the classification surveyor will issue a “recommendation” or “condition of class” whichmust be rectified within the prescribed time limits. 54 Table of Contents Risk Management and Insurance General The operation of any cargo vessel embraces a wide variety of risks, including the following: Ømechanical failure or damage, for example by reason of the seizure of a main engine crankshaft; Øcargo loss, for example arising from hull damage; Øpersonal injury, for example arising from collision or piracy; Ølosses due to piracy, terrorist or war-like action between countries; Øenvironmental damage, for example arising from marine disasters such as oil spills and other environmental mishaps; Øphysical damage to the vessel, for example by reason of collision; Ødamage to other property, for example by reason of cargo damage or oil pollution; and Øbusiness interruption, for example arising from strikes and political or regulatory change. The value of such losses or damages may vary from modest sums, for example for a small cargo shortage damage claim, to catastrophic liabilities, for examplearising out of a marine disaster, such as a serious oil or chemical spill, which may be virtually unlimited. While we maintain the traditional range of marineand liability insurance coverage for our fleet (hull and machinery insurance, war risks insurance and protection and indemnity coverage) in amounts and toextents that we believe are prudent to cover normal risks in our operations, we cannot insure against all risks, and we cannot be assured that all covered risksare adequately insured against. Furthermore, there can be no guarantee that any specific claim will be paid by the insurer or that it will always be possible toobtain insurance coverage at reasonable rates. Any uninsured or under-insured loss could harm our business and financial condition. 55 Table of Contents Hull and Machinery and War Risks The principal coverages for marine risks (covering loss or damage to the vessels, rather than liabilities to third parties) are hull and machinery insurance andwar risk insurance. These address the risks of the actual or constructive total loss of a vessel and accidental damage to a vessel’s hull and machinery, forexample from running aground or colliding with another ship. These insurances provide coverage which is limited to an agreed “insured value” which, as amatter of policy, is never less than the particular vessel’s fair market value. Reimbursement of loss under such coverage is subject to policy deductibles thatvary according to the nature of the coverage. The hull and machinery deductible is $100,000 per incident, whereas the collision deductible is $50,000 perincident. In case that a Particular Average and a Collision Liability Claim arise from the same casualty, the total deductible shall not exceed USD 100,000. Thewar risk insurance has no deductible for hull and machinery and increased value, however loss of hire is subject to a 7 days deductible. Protection and Indemnity Insurance Protection and indemnity insurance is a form of mutual indemnity insurance provided by mutual marine protection and indemnity associations, or “P&IClubs,” formed by vessel owners to provide protection from large financial loss to one club member by contribution towards that loss by all members. Each of the vessels that we operate is entered in the Gard P&I (Bermuda) Ltd. which we refer to as the Club, for third party liability marine insurancecoverage. The Club is a mutual insurance vehicle. As a member of the Club, we are insured, subject to agreed deductibles and our terms of entry, for our legalliabilities and expenses arising out of our interest in an entered ship, out of events occurring during the period of entry of the ship in the Club and in connectionwith the operation of the ship, against specified risks. These risks include liabilities arising from death of crew and passengers, loss or damage to cargo,collisions, property damage, oil pollution and wreck removal. The Club benefits from its membership in the International Group of P&I Clubs, or the International Group, for its main reinsurance program, and maintains aseparate complementary insurance program for additional risks. The Club’s policy year commences each February. The mutual calls are levied by way of Estimated Total Premiums, or ETP, and the amount of the finalinstallment of the ETP varies in accordance with the actual total premium ultimately required by the Club for a particular policy year. Members have a liabilityto pay supplementary calls which may be levied by the Club if the ETP is insufficient to cover the Club’s outgoings in a policy year. Cover per claim is generally limited to an unspecified sum, being the amount available from reinsurance plus the maximum amount collectable from membersof the International Group by way of overspill calls. Certain exceptions apply, including a $1.0 billion limit on each incident or occurrence each Owner’s Entryon claims in respect of oil pollution, a $3.0 billion limit each Ship any one event on cover for passengers and seamen/crew combined and a sub-limit of $2.0billion for passenger claims each ship and any one event. To the extent that we experience either a supplementary or an overspill call, our policy is to expense such amounts. To the extent that the Club depends onfunds paid in calls from other members in our industry, if there were an industry-wide slow-down, other members might not be able to meet the call and wemight not receive a payout in the event we made a claim on a policy. Uninsured Risks Not all risks are insured and not all risks are insurable. The principal insurable risk which nevertheless remains uninsured across our fleet is the “loss of hire”due to strikes and/or delays arising from H&M and/or P&I perils. We generally do not insure the risk of loss of hire because we regard the cost asdisproportionate. This insurance provides, subject to a deductible, a limited indemnity for hire that is not receivable by the shipowner for reasons set forth inthe policy. An example of a “strike and delay insurance policy” would cover the loss of hire on a 10 or 17 days basis for delays arising from H&M perils suchas collision, stranding or machinery damage. For a 17 days cover the premium per annum pro rata would be calculated on the 120% of the daily hire. Delays arising from P&I perils such as illness, injury or saving life at sea, can also be covered by this policy. In the case of loss of hire deriving from P&Iperils, the annual premium per vessel for a 17 days cover would be the 25% of the daily hire per annum pro rata however this is not a standalone cover and canonly be combined with the aforementioned H&M perils cover. This kind of a “strike and delay insurance policy” would have an annual aggregate claims limit of USD 1,500,000 per annum pro rata and its purpose would beto secure the hire income during periods described above. 56 Table of Contents Environmental and Other Regulations Sources of Applicable Rules and Standards Shipping is one of the world’s most heavily regulated industries, and it is subject to many industry standards. Government regulation significantly affects theownership and operation of vessels. These regulations consist mainly of rules and standards established by international conventions, but they also includenational, state and local laws and regulations in force in jurisdictions where vessels may operate or are registered, and which may be more stringent thaninternational rules and standards. This is the case particularly in the United States and, increasingly, in Europe. A variety of governmental and private entities subject vessels to both scheduled and unscheduled inspections. These entities include local port authorities (theU.S. Coast Guard, harbor masters or equivalent entities), classification societies, flag state administration (country vessel of registry), port state control,charterers and particularly terminal operators. Certain of these entities require vessel owners to obtain permits, licenses and certificates for the operation oftheir vessels. Failure to maintain necessary permits or approvals could require a vessel owner to incur substantial costs or temporarily suspend operation of oneor more of its vessels. Heightened levels of environmental and quality concerns among insurance underwriters, regulators and charterers continue to lead to greater inspection andsafety requirements on all vessels and may accelerate the scrapping of older vessels throughout the industry. Increasing environmental concerns have created ademand for vessels that conform to stricter environmental standards. Vessel owners are required to maintain operating standards for all vessels that willemphasize operational safety, quality maintenance, continuous training of officers and crews and compliance with U.S. and international regulations. Becauselaws and regulations are frequently changed and may impose increasingly stricter requirements, we cannot predict the ultimate cost of complying with theserequirements, or the impact of these requirements on the resale value or useful lives of our vessels. In addition, a future serious marine incident that causessignificant adverse environmental impact could result in additional legislation or regulation that could negatively affect our profitability. The following is a non-exhaustive overview of certain material conventions, laws and regulations that affect our business and the operation of our vessels. It isnot a comprehensive summary of all the conventions, laws and regulations to which we are subject. The IMO is a United Nations agency setting standards and creating a regulatory framework for the shipping industry and has negotiated and adopted a numberof international conventions. These fall into two main categories, consisting firstly of those concerned generally with vessel safety and security standards, andsecondly of those specifically concerned with measures to prevent pollution from vessels. Ship Safety Regulation A primary international safety convention is the Safety of Life at Sea Convention of 1974, as amended, or SOLAS, including the regulations and codes ofpractice that form part of its regime. Much of SOLAS is not directly concerned with preventing pollution, but some of its safety provisions are intended toprevent pollution as well as promote safety of life and preservation of property. These regulations have been and continue to be regularly amended as new andhigher safety standards are introduced with which we are required to comply. 57 Table of Contents Under Chapter IX of the SOLAS Convention, or the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention, orthe ISM Code, our operations are also subject to environmental standards and requirements. The purpose of the ISM Code is to provide an internationalstandard for the safe management and operation of vessels and for pollution prevention. Under the ISM Code, the party with operational control of a vessel isrequired to develop, implement and maintain an extensive safety management system that includes, among other things, the adoption of a safety andenvironmental protection policy setting forth instructions and procedures for operating its vessels safely and protecting the environment and describingprocedures for responding to emergencies. The ISM Code requires that vessel operators obtain a Safety Management Certificate for each vessel they operate.This certificate issued after verification that the vessel’s operator and its shipboard management operate in accordance with the approved safety managementsystem and evidence that the vessel complies with the requirements of the ISM Code. No vessel can obtain a Safety Management Certificate unless its operatorhas been awarded a document of compliance, issued by the respective flag state for the vessel, under the ISM Code. Effective July 1, 2024, amendments to the International Code on the Enhanced Programme of Inspections during Surveys of Bulk Carriers and Oil Tankers,2011 will become effective, addressing inconsistencies on examination of ballast tanks at annual surveys for bulk carriers and oil tankers. Amendments to SOLAS chapter II-2, intended to prevent the supply of oil fuel not complying SOLAS flashpoint requirements, requiring that ships carryingoil fuel must, prior to bunkering, be provided with a declaration certifying that the oil fuel supplied is in conformity with regulation SOLAS II.2/4.2.1, willenter into effect January 1, 2026. Another amendment of SOLAS, made after the terrorist attacks in the United States on September 11, 2001, introduced special measures to enhance maritimesecurity, including the International Ship and Port Facility Security Code, or ISPS Code, which sets out measures for the enhancement of security of vesselsand port facilities. To trade internationally, a vessel must attain an International Ship Security Certificate, or ISSC, from a recognized security organizationapproved by the vessel’s flag state. The vessels that we operate maintain ISM and ISPS certifications for safety and security of operations. Regulations to Prevent Pollution from Ships In the second main category of international regulation which deals with prevention of pollution, the primary convention is the International Convention forthe Prevention of Pollution from Ships 1973 as amended by the 1978 Protocol, or MARPOL, which is applicable to dry bulk, tanker and LNG carriers, amongother vessels, and imposes environmental standards on the shipping industry set out in its Annexes I-VI. These contain regulations for the prevention ofpollution by oil (Annex I), by noxious liquid substances in bulk (Annex II), by harmful substances in packaged forms within the scope of the InternationalMaritime Dangerous Goods Code (Annex III), by sewage (Annex IV), by garbage (Annex V) and by air emissions (Annex VI). These regulations have been and continue to be regularly amended and supplemented as new and higher standards of pollution prevention are introduced withwhich we are required to comply. For example, MARPOL Annex VI sets limits on Sulphur Oxides (SOx) and Nitrogen Oxides (NOx) and particulate matter emissions from vessel exhausts andprohibits deliberate emissions of ozone depleting substances. It also regulates the emission of volatile organic compounds (VOC) from cargo tankers andcertain gas carriers, as well as shipboard incineration of specific substances. Annex VI also includes a global cap on the sulphur content of fuel oil with a lowercap on the sulphur content applicable inside special areas, the “Emission Control Areas” or ECAs. Already established ECAs include the Baltic Sea, the NorthSea, including the English Channel, the North American area and the US Caribbean Sea area. Recently the IMO approved a proposal for a new ECA for theMediterranean Sea as a whole to apply from July 1, 2025 such that the sulphur content of marine fuels does not exceed 0.1%. The global cap on the sulphurcontent of fuel oil was reduced to 0.5% as of January 1, 2020, regardless of whether a ship is operating outside a designated ECA. From January 1, 2015 thecap on the sulphur content of fuel oil for vessels operating in ECAs has been 0.1%; however ships operating in this ECA will be exempted from compliancewith the 0.1% m/m sulfur content standard for fuel oil until July 1, 2025. Additional amendments to Annex VI revising, among other terms, the definition of“Sulphur content of fuel oil” and “low-flashpoint fuel”, and pertaining to the sampling and testing of onboard fuel oil, which became effective in 2022.Amendments to Annex VI requiring bunker delivery notes to include a flashpoint of fuel oil or a statement that the flashpoint has been measured at or above70°C as mandatory information, will become effective May 1, 2024. These regulations subject ocean-going vessels to stringent emissions controls and maycause us to incur substantial costs. Annex VI also provides for progressive reductions in NOx emissions from marine diesel engines installed in vessels. Limiting NOx emissions is set on a threetier reduction, the final tier (“Tier III”) applying to engines installed on vessels constructed on or after January 1, 2016 and which operate in the NorthAmerican ECA or the US Caribbean Sea ECA, and to engines installed on vessels constructed on or after January 1, 2021 and which operate in the Baltic SeaECA or the North Sea ECA. The Tier III requirements would also apply to engines of vessels operating in other ECAs as may be designated in the future bythe IMO’s Marine Environment Protection Committee (or MEPC) for Tier III NOx control. The Tier III requirements do not apply to engines installed onvessels constructed prior to January 1, 2021, if they are of less than 500 gross tons, of 24 meters or over in length, and have been designed and used solely forrecreational purposes. We anticipate incurring costs at each stage of implementation on all these areas. Currently we are compliant in all our vessels.Additionally, amendments to Annex II, which strengthen discharge requirements for cargo residues and tank washings in specified sea areas (including NorthWest European waters, Baltic Sea area, Western European waters and Norwegian Sea), came into effect in January 2021. 58 Table of Contents Greenhouse Gas Emissions In February 2005, the Kyoto Protocol to the United Nations Framework Convention on Climate Change entered into force. Pursuant to the Kyoto Protocol,adopting countries are required to implement national programs to reduce emissions of certain gases, generally referred to as greenhouse gases, which aresuspected of contributing to global warming. Currently, the greenhouse gas emissions from international shipping do not come under the Kyoto Protocol (thistask having been delegated to the IMO). In December 2009, more than 27 nations, including the United States, entered into the Copenhagen Accord. TheCopenhagen Accord is non-binding, but is intended to pave the way for a comprehensive, international treaty on climate change. On December 12, 2015 theParis Agreement was adopted by 195 countries. The Paris Agreement deals with greenhouse gas emission reduction measures and targets from 2020 in orderto limit the global temperature increases above pre-industrial levels to well below 2˚ Celsius. Although shipping was ultimately not included in the ParisAgreement, it is expected that the adoption of the Paris Agreement may lead to regulatory changes in relation to curbing greenhouse gas emissions fromshipping. The Paris Agreement has been ratified by a large number of countries and entered into force on November 4, 2016. The United States rejoined theParis Agreement in February 2021. In July 2011 the IMO adopted regulations imposing technical and operational measures for the reduction of greenhouse gas emissions. These new regulationsformed a new chapter in Annex VI of MARPOL and became effective on January 1, 2013. The new technical and operational measures include the “EnergyEfficiency Design Index,” which is mandatory for newbuilding vessels, and the “Ship Energy Efficiency Management Plan,” which is mandatory for allvessels. In October 2016 the MEPC adopted updated guidelines for the calculation of the Energy-Efficiency Design Index. In addition, the IMO is evaluatingvarious mandatory measures to reduce greenhouse gas emissions from international shipping, which may include market-based instruments or a carbon tax. InOctober 2016, the IMO adopted a mandatory data collection system under which vessels of 5,000 gross tonnage and above are to collect fuel consumption dataand to report the aggregated data to their flag state at the end of each calendar year. The new requirements entered into force on March 1, 2018. In April 2018,the MEPC adopted an initial strategy on the reduction of greenhouse gas emissions from ships. In July 2023, the IMO adopted the 2023 IMO Strategy onReduction of GHG Emissions from Ships, which identifies a number of levels of ambition, including (1) decreasing the carbon intensity from ships throughimplementation of further phases of energy efficiency for new ships; (2) reducing carbon dioxide emissions per transport work, as an average acrossinternational shipping, by at least 40% by 2030; and (3) pursuing net-zero GHG emissions by or around 2050. These regulations could cause us to incuradditional substantial expenses. IMO’s MEPC 76 adopted amendments to Annex VI that will require ships to reduce their greenhouse gas emissions; effective January 2023, the RevisedMARPOL Annex VI includes requirements for ships to calculate their Energy Efficiency Existing Ship Index, or “EEXI,” following technical means toimprove their energy efficiency and to establish their annual operational carbon intensity indicator and rating, or “CII,” and are expected to become effectiveon May 1, 2024. Beginning in January 2023, MARPOL Annex VI requires EEXI and CII certification. MEPC 76 also adopted guidelines to supportimplementation of the amendments. The EEXI measures apply to newbuild ships and all existing ships above 400 GT and CII requirements apply to all shipsof 5000 GT or above. This means that the first annual reporting was to be completed in 2023, with the first rating awarded in 2024. With respect to the CII,taking effect from January 1, 2023, ships of 5,000 gross tonnage are required to document and verify their actual annual operational CII achieved against adetermined required annual operational CII. The CII regulations state that a ship rated D for three consecutive years, or E for one year, will be required tosubmit a corrective action plan showing how C or above will be achieved. The EU adopted Regulation (EU) 2015/757 on the monitoring, reporting and verification of carbon dioxide emissions from vessels (or the MRV Regulation),which was published in the Official Journal on May 19, 2015 and entered into force on July 1, 2015 (as amended by Regulation (EU) 2016/2071). The MRVRegulation applies to all vessels over 5,000 gross tonnage (except for a few types, such as, amongst others, warships and fish catching or fish processingvessels), irrespective of flag, in respect of carbon dioxide emissions released during intra-EU voyages and EU incoming and outgoing voyages. The firstreporting period commenced on January 1, 2018. The monitoring, reporting and verification system adopted by the MRV Regulation was the precursor to amarket-based mechanism to be adopted in the future (see below). 59 Table of Contents Furthermore, the 70th MEPC meeting in October 2016 adopted a mandatory data collection system (DCS) which requires ships above 5,000 gross tonnes toreport consumption data for fuel oil, hours under way and distance travelled. Unlike the EU MRV (see below), the IMO DCS covers any maritime activitycarried out by ships, including dredging, pipeline laying, ice-breaking, fish-catching and off-shore installations. The system, adopted by resolutionMEPC.278(70), entered into force on 1 March 2018. Reporting commenced with the year 2019. The Ship Energy Efficiency Management Plans of all shipscovered by the IMO DCS must include a description of the methodology for data collection and reporting. After each calendar year, the aggregated data arereported to the flag state. If the data have been reported in accordance with the requirements, the flag state issues a statement of compliance to the ship. Flagstates subsequently transfer this data to an IMO ship fuel oil consumption database, which is part of the Global Integrated Shipping Information System(GISIS) platform. IMO will then produce annual reports, summarising the data collected. Thus, currently, data related to the GHG emissions of ships above 5000 gross tonnes calling at ports in the European Economic Area (EEA) must be reported in two separate, but largely overlapping, systems: the EU MRV –which applies since 2018 – and the IMO DCS – which applies since 2019. The proposed revision of Regulation (EU) 2015/757 adopted on 4 February 2019aims to align and facilitate the simultaneous implementation of the two systems. MEPC 79 adopted amendments to Annex VI on the reporting of mandatory values related to the implementation of the IMO short-term GHG reductionmeasure, including attained EEXI, CII and rating values to the IMO DCS, which will become effective May 1, 2024. MEPC 80 adopted the 2023 IMOStrategy on Reduction of GHG Emissions from Ships with enhanced targets to mitigate harmful emissions. The revised IMO GHG Strategy comprises acommon ambition to ensure an uptake of alternative zero and near-zero GHG fuels by 2030 and to achieve net-zero emissions from international shipping by2050. MEPC 81 will take place in spring 2024 in which the IMO will decide on the market-based mechanism to reach the emission reduction targets– eitherthrough a global emissions trading scheme for shipping or a global carbon levy. MEPC 77 adopted a non-binding resolution which urges Member States and ship operators to voluntarily use distillate or other cleaner alternative fuels ormethods of propulsion that are safe for ships and could contribute to the reduction of black carbon emissions from ships when operating in or near the Arctic. MEPC 79 adopted amendments to Annex VI on the reporting of mandatory values related to the implementation of the IMO short-term GHG reductionmeasure, including attained EEXI, CII and rating values to the IMO DCS, which will become effective May 1, 2024. MEPC 80 adopted the 2023 IMOStrategy on Reduction of GHG Emissions from Ships with enhanced targets to mitigate harmful emissions. The revised IMO GHG Strategy comprises acommon ambition to ensure an uptake of alternative zero and near-zero GHG fuels by 2030 and to achieve net-zero emissions from international shipping by2050. MEPC 81 will take place in spring 2024 in which the IMO will decide on the market-based mechanism to reach the emission reduction targets– eitherthrough a global emissions trading scheme for shipping or a global carbon levy. In the United States, the U.S. Environmental Protection Agency, or EPA, issued an “endangerment finding” regarding greenhouse gases under the Clean AirAct. While this finding in itself does not impose any requirements on our industry, it authorizes the EPA to regulate directly greenhouse gas emissions througha rule-making process. Any passage of new climate control legislation or other regulatory initiatives by the IMO, EU, the United States or other countries orstates where we operate that restrict emissions of greenhouse gases could have a significant financial and operational impact on our business through increasedcompliance costs or additional operational restrictions that we cannot predict with certainty at this time. Anti-Fouling Requirements In 2001, the IMO adopted the International Convention on the Control of Harmful Anti-fouling Systems on Ships, or the Anti-fouling Convention. The Anti-fouling Convention, which entered into force in September 2008, prohibits and/or restricts the use of organotin compound coatings to prevent the attachmentof mollusks and other sea life to the hulls of vessels. Vessels of over 400 gross tons engaged in international voyages must obtain an International Anti-FoulingSystem Certificate and undergo a survey before the vessel is put into service or before the Anti-fouling System Certificate is issued for the first time and whenthe anti-fouling systems are altered or replaced. In 2023, amendments to the Anti-fouling Convention came into effect and will include controls on the biocidecybutryne; ships shall not apply or re-apply anti-fouling systems containing this substance from January 1, 2023. MEPC 76 adopted amendments to the Anti-fouling Convention to include controls on the biocide cybutryne; ships shall not apply or re-apply anti-fouling systems containing that substance startingJanuary 1, 2023. The amendments require ships to remove this substance, or apply a coating to anti-fouling systems with this substance, at the next scheduledrenewal of the anti-fouling system after January 1, 2023. 60 Table of Contents Other International Regulations to Prevent Pollution In addition to MARPOL, other more specialized international instruments have been adopted to prevent different types of pollution or environmental harmfrom vessels. In February 2004, the IMO adopted an International Convention for the Control and Management of Ships’ Ballast Water and Sediments, or the BWMConvention. The BWM Convention, which entered into force globally on September 8, 2017, aims to prevent the spread of harmful aquatic organisms fromone region to another, by establishing standards and procedures for the management and control of vessels’ ballast water and sediments. The BWMConvention’s implementing regulations require vessels to conduct ballast water management in accordance with the standards set out in the convention, whichinclude performance of ballast water exchange in accordance with the requirements set out in the relevant regulation and the gradual phasing in of a ballastwater performance standard which requires ballast water treatment and the installation of ballast water treatment systems on board the vessels. Under theBWM Convention, vessels are required to implement a Ballast Water and Sediments Management Plan, carry a Ballast Water Record Book and anInternational Ballast Water Management Certificate. Pursuant to the BWM Convention, ballast water management systems (“BWMSs”) installed on or afterOctober 28, 2020 shall be approved in accordance with BWMS Code, while BWMSs installed before October 23, 2020 must be approved taking into accountguidelines developed by the IMO or the BWMS Code. Additionally, many countries already regulate the discharge of ballast water carried by vessels fromcountry to country to prevent the introduction of invasive and harmful species via such discharges. The U.S., for example, requires vessels entering its watersfrom another country to conduct mid-ocean ballast exchange, or undertake some alternate measure, and to comply with certain reporting requirements. Shipssailing in U.S. waters are required to employ a type-approved BWMS which is compliant with USCG regulations. The U.S. Coast Guard has approved anumber of BWMS. Amendments to the BWM Convention concerning commissioning testing of BWMS became effective in June 2022. The Hong Kong International Convention for the Safe and Environmentally Sound Recycling of Ships adopted by the IMO in 2009, or the RecyclingConvention, deals with issues relating to ship recycling and aims to address the occupational health and safety, as well as environmental risks relating to shiprecycling. It contains regulations regarding the design, construction, operation, maintenance and recycling of vessels, as well as regarding their survey andcertification to verify compliance with the requirements of the Recycling Convention. The Recycling Convention, amongst other things, prohibits and/orrestricts the installation or use of hazardous materials on vessels and requires vessels to have on board an inventory of hazardous materials specific to eachvessel. It also requires ship recycling facilities to develop a ship-recycling plan for each vessel prior to its recycling. Parties to the Recycling Convention are toensure that ship-recycling facilities are designed, constructed and operated in a safe and environmentally sound manner and that they are authorized bycompetent authorities after verification of compliance with the requirements of the Recycling Convention. The Recycling Convention (which is not effectiveyet) is to enter into force 24 months after a specified minimum number of states with a combined gross tonnage and maximum annual recycling volume duringthe preceding 10 years have ratified it. A MARPOL regulation and the International Convention on Oil Pollution Preparedness, Response and Co-operation, 1990 also require owners and operatorsof vessels to adopt Shipboard Oil Pollution Emergency Plans. Another MARPOL regulation sets out similar requirements for the adoption of shipboard marinepollution emergency plans for noxious liquid substances with respect to vessels carrying such substances in bulk. Periodic training and drills for responsepersonnel and for vessels and their crews are required. European Union Regulations European regulations in the maritime sector are in general based on international law most of which were promulgated by the IMO and then adopted by theMember States. However, since the Erika incident in 1999, when the Erika broke in two off the coast of France while carrying heavy fuel oil, the EuropeanUnion (or EU) has become increasingly active in the field of regulation of maritime safety and protection of the environment. It has been the driving forcebehind a number of amendments of MARPOL (including, for example, changes to accelerate the timetable for the phase-out of single hull tankers, andprohibiting the carriage in such tankers of heavy grades of oil), and if dissatisfied either with the extent of such amendments or with the timetable for theirintroduction it has been prepared to legislate on a unilateral basis. In some instances where it has done so, international regulations have subsequently beenamended to the same level of stringency as that introduced in the EU, but the risk is well established that EU regulations (and other jurisdictions) may fromtime to time impose burdens and costs on shipowners and operators which are additional to those involved in complying with international rules and standards. 61 Table of Contents In some areas of regulation the EU has introduced new laws without attempting to procure a corresponding amendment of international law. Notably, itadopted in 2005 a directive on ship-source pollution (which was amended in 2009), imposing criminal sanctions for discharges of oil and other noxioussubstances from vessels sailing in its waters, irrespective of their flag not only where such pollution is caused by intent or recklessness (which would be anoffense under MARPOL), but also where it is caused by “serious negligence.” The directive could therefore result in criminal liability being incurred incircumstances where it would not be incurred under international law. Experience has shown that in the emotive atmosphere often associated with pollutionincidents, retributive attitudes towards vessel interests have found expression in negligence being alleged by prosecutors and found by courts on groundswhich the international maritime community has found hard to understand. Moreover, there is skepticism that the notion of “serious negligence” is likely toprove any narrower in practice than ordinary negligence. Criminal liability for a pollution incident could not only result in us incurring substantial penalties orfines but may also, in some jurisdictions, facilitate civil liability claims for greater compensation than would otherwise have been payable. The EU has also adopted legislation (Directive 2009/16/EC on Port State Control, as subsequently amended) which requires the Member States to refuseaccess to their ports to certain sub-standard vessels according to various factors, such as the vessel’s condition, flag and number of previous detentions withincertain preceding periods; creates obligations on the part of EU member port states to inspect minimum percentages of vessels using their ports annually; andprovides for increased surveillance of vessels posing a high risk to maritime safety or the marine environment. If deficiencies are found that are clearlyhazardous to safety, health or the environment, the state is required to detain the vessel or stop loading or unloading until the deficiencies are addressed.Member states are also required to implement their own separate systems of proportionate penalties for breaches of these standards. Commission Regulation (EU) No 802/2010, which was adopted by the European Commission in September 2010, as part of the implementation of the PortState Control Directive and came into force on January 1, 2011, as subsequently amended by Regulation 1205/2012 of December 14, 2012, introduced aranking system (published on a public website and updated daily) displaying shipping companies operating in the EU with the worst safety records. Theranking is judged upon the results of the technical inspections carried out on the vessels owned by a particular shipping company. Those shipping companiesthat have the most positive safety records are rewarded by being subjected to fewer inspections, whilst those with the most safety shortcomings or technicalfailings recorded upon inspection are to be subjected to a greater frequency of official inspections of their vessels. By Directive 2009/15/EC of April 23, 2009 (on common rules and standards for ship inspection and survey organizations and for the relevant activities ofmaritime administrations) as amended by Directive 2014/111/EU of December 17, 2014, the European Union has established measures to be followed by theMember States for the exercise of authority and control over classification societies, including the ability to seek to suspend or revoke the authority ofclassification societies that are negligent in their duties. The EU has also adopted legislation requiring the use of low sulphur fuel. Under Council Directive 1999/32/EC as subsequently amended, from January 1,2015, vessels have been required to burn fuel with a sulphur content not exceeding 0.1% while within EU member states’ territorial seas, exclusive economiczones and pollution control zones falling within sulphur oxide (SOx) Emission Control Areas (or SECAs), such as the Baltic Sea and the North Sea, includingthe English Channel. Further sea areas may be designated as SECAs in the future by the IMO in accordance with MARPOL Annex VI. Directive 1999/32/ECwas repealed and codified by 2016/802/EU to align with the revised Annex VI. Regulation (EU) 2015/757 of the European Parliament and of the Council of 29 April 2015 ( amended by Regulation (EU) 2016/2071 with respect to methodsof calculating, inter alia, emission and consumption) governs the monitoring, reporting and verification of carbon dioxide emissions from maritime transport,and, subject to some exclusions, requires companies with ships over 5,000 gross tonnage to monitor and report carbon dioxide emissions annually, which maycause us to incur additional expenses. As of January 2019, large ships calling at EU ports have been required to collect and publish data on carbon dioxideemissions and other information. The system entered into force on 1 March 2018. July 2020 saw the European Parliament’s Committee on Environment, Public Health and Food Safety vote in favor of the inclusion of vessels of 5000 grosstons and above in the EU Emissions Trading System (in addition to voting for a revision to the monitoring, reporting and verification of CO2 emissions). InApril 2023, the European Parliament adopted the proposal from the European Commission to amend the regulation on monitoring carbon dioxide emissionsfrom maritime transport. 62 Table of Contents On July 14, 2021, the European Commission published a package of draft proposals as part of its ‘Fit for 55’ environmental legislative agenda and as part ofthe wider EU Green Deal growth strategy. There are two key initiatives relevant to maritime arising from the Proposals: (a) a bespoke emissions tradingscheme for maritime (Maritime ETS) which is due to commence in 2024 and which is to apply to all ships above a gross tonnage of 5000; and (b) a FuelEUdraft regulation which seeks to require all ships above a gross tonnage of 5000 to carry on board a ‘FuelEU certificate of compliance’ from 30 June 2025 asevidence of compliance with the limits on the greenhouse gas intensity of the energy used on-board by a ship and with the requirements on the use of on-shorepower supply (OPS) at berth. More specifically, Maritime ETS is to apply gradually over the period from 2024-2026. The cap under the ETS would be set bytaking into account EU MRV system emissions data for the years 2018 and 2019, adjusted, from year 2021 and is to capture 100% of the emissions from intra-EU maritime voyages; 100% of emissions from ships at berth in EU ports; and 50% of emissions from voyages which start or end at EU ports (but the otherdestination is outside the EU). More recent proposed amendments signal that 100% of non-EU emissions may be caught if the IMO does not introduce a globalmarket-based measure by 2028. Furthermore, the proposals envisage that all maritime allowances would be auctioned and there will be no free allocation.From a risk management perspective, new systems, personnel, data management systems, costs recovery mechanisms, revised service agreement terms andemissions reporting procedures may have to be put in place, which may be at a significant cost, to prepare for and manage the administrative aspect of ETScompliance. FuelEU was passed into law on July 25, 2023 and will apply from January 1, 2025. Concerned at the lack of progress in satisfying the conditions needed to bring the Hong Kong Convention into force, the EU published its own Ship RecyclingRegulation 1257/2013 (SRR) in 2013, with a view to facilitating early ratification of the Hong Kong Convention both within the EU and in other countriesoutside the EU. The 2013 regulations are vital to responsible ship recycling in the EU. The SRR Regulation applies to vessels flying the flag of a MemberState and certain of its provisions apply to vessels flying the flag of a third country calling at a port or anchorage of a Member State. For example, whencalling at a port or anchorage of a Member State, the vessels flying the flag of a third country will be required, amongst other things, to have on board aninventory of hazardous materials which complies with the requirements of the Regulation and to be able to submit to the relevant authorities of that MemberState a copy of a statement of compliance issued by the relevant authorities of the country of their flag and verifying the inventory. Pursuant to the Regulation,the EU Commission publishes from time to time a European List of approved ship recycling facilities meeting the requirements of the Regulation. OnNovember 11, 2020 the EU Commission published an implementing decision which included an updated version of the European List. Furthermore, the SRRrequires that, from 31 December 2020, all existing ships sailing under the flag of EU member states and non-EU flagged ships calling at an EU port oranchorage must carry on-board an Inventory of Hazardous Materials (IHM) with a certificate or statement of compliance, as appropriate. For EU-flaggedvessels, a certificate (either an Inventory Certificate or Ready for Recycling Certificate) will be necessary, while non-EU flagged vessels will need a Statementof Compliance. Now that the HKC has been ratified and will enter into force on June 26, 2025, it is expected that the EU Ship Recycling Regulation will bereviewed in light of this. Compliance Enforcement The flag state, as defined by the United Nations Convention on the Law of the Sea, has overall responsibility for the implementation and enforcement ofinternational maritime regulations for all vessels granted the right to fly its flag. The “Shipping Industry Guidelines on Flag State Performance” issued by theInternational Chamber of Shipping in cooperation with other international shipping associations evaluates flag states based on factors such as port state controlrecord, ratification of major international maritime treaties, use of recognized organizations conducting survey work on their behalf which comply with theIMO guidelines, age of fleet, compliance with reporting requirements and participation at IMO meetings. The vessels that we operate are flagged in theMarshall Islands. Marshall Islands-flagged vessels have historically received a good assessment in the shipping industry. Noncompliance with the ISM Code or other IMO regulations may subject the shipowner or bareboat charterer to increased liability and, if the implementinglegislation so provides, to criminal sanctions, may lead to decreases in available insurance coverage for affected vessels or may invalidate or result in the lossof existing insurance cover and may result in the denial of access to, or detention in, some ports. The U.S. Coast Guard and European Union authorities have,for example, indicated that vessels not in compliance with the ISM Code will be prohibited from trading in U.S. and European Union ports, respectively. As ofthe date of this annual report on Form 20-F, each of our vessels is ISM Code certified. However, there can be no assurance that such certificate will bemaintained. The IMO, the EU and other regulatory authorities continue to review and introduce new regulations. It is impossible to predict what additional regulations, ifany, may be passed by the IMO, the EU and/or other regulatory authorities and what effect, if any, such regulations may have on our operations. European Mandatory Non-Financial Reporting Regulations On November 28, 2022, the EU Parliament adopted the Corporate Sustainability Reporting Directive (“CSRD”). EU member states have 18 months from thisdate (by July 6, 2024) to integrate it into national law. The CSRD will create new, detailed sustainability reporting requirements and will significantly expandthe number of EU and non-EU companies subject to the EU sustainability reporting framework. The required disclosures will go beyond environmental andclimate change reporting to include social and governance matters (for example, respect for employee and human rights, anti-corruption and bribery, corporategovernance and diversity and inclusion). In addition, it will require disclosure regarding the due diligence processes implemented by a company in relation tosustainability matters and the actual and potential adverse sustainability impacts of an in-scope company’s operations and value chain. The CSRD will begin toapply on a phased basis starting from financial year 2024 through to 2028, applicable to large EU and non-EU undertakings with substantial presence in theEU, subject to certain financial and employee thresholds being met. New systems, personnel, data management systems and reporting procedures will have tobe put in place, at significant cost, to prepare for and manage the administrative aspect of CSRD compliance. 63 Table of Contents United States Environmental Regulations and Laws Governing Civil Liability for Pollution Environmental legislation in the United States merits particular mention as it is in many respects more onerous than international laws, representing a high-water mark of regulation with which shipowners and operators must comply, and of liability likely to be incurred in the event of non-compliance or an incidentcausing pollution. U.S. federal legislation, including notably the OPA, establishes an extensive regulatory and liability regime for the protection and cleanup of the environmentfrom oil spills, including bunker oil spills from dry bulk vessels as well as cargo or bunker oil spills from tankers. The OPA affects all owners and operatorswhose vessels trade in the United States, its territories and possessions or whose vessels operate in United States waters, which includes the United States’territorial sea and its 200 nautical mile exclusive economic zone. Under OPA, vessel owners, operators and bareboat charterers are “responsible parties” andare jointly, severally and strictly liable without regard to fault (unless the spill results solely from the act or omission of a third party, an act of God or an act ofwar) for all containment and clean-up costs and other damages arising from discharges or substantial threats of discharges of oil from their vessels. The OPAexpressly allows the individual states of the United States to impose their own liability regimes for the discharge of petroleum products. In addition to potentialliability under the OPA as the relevant federal legislation, vessel owners may in some instances incur liability on an even more stringent basis under state lawin the particular state where the spillage occurred. The OPA requires the owner or operator of any non-tank vessel of 400 gross tons or more that carries oil of any kind as a fuel for main propulsion, includingbunkers, to prepare and submit a response plan for each vessel. The vessel response plans must include detailed information on actions to be taken by vesselpersonnel to prevent or mitigate any discharge or substantial threat of such a discharge of oil from the vessel. The OPA contains statutory caps on liability and damages; such caps do not apply to direct clean-up costs. On December 23, 2022, the USCG adjusted thelimits of OPA liability for a non-tank vessel, to the greater of $1,300 per gross ton or $1,076,000 (subject to periodic adjustment for inflation). However, theselimits of liability do not apply if an incident was proximately caused by violation of applicable United States federal safety, construction or operatingregulations or by a responsible party’s gross negligence or willful misconduct, or if the responsible party fails or refuses to report the incident or to cooperateand assist in connection with oil removal activities. In addition, the Comprehensive Environmental Response, Compensation, and Liability Act, or CERCLA, which applies to the discharge of hazardoussubstances (other than oil) whether on land or at sea, contains a similar liability regime and provides for cleanup, removal and natural resource damages.Liability under CERCLA is limited to the greater of $300 per gross ton or $0.5 million for vessels not carrying hazardous substances as cargo or residue (or thegreater of $300 per gross ton or $5.0 million for vessels carrying hazardous substances) unless the incident is caused by gross negligence, willful misconductor a violation of certain regulations, in which case liability is unlimited. We maintain, for each of our vessels, protection and indemnity coverage against pollution liability risks in the amount of $1.0 billion per event. This insurancecoverage is subject to exclusions, deductibles and other terms and conditions. If any liabilities or expenses fall within an exclusion from coverage, or ifdamages from a catastrophic incident exceed the $1.0 billion limitation of coverage per event, our cash flow, profitability and financial position could beadversely impacted. We believe our insurance and protection and indemnity coverage as described above meets the requirements of the OPA. The OPA requires owners and operators of all vessels over 300 gross tons, even those that do not carry petroleum or hazardous substances as cargo, toestablish and maintain with the U.S. Coast Guard evidence of financial responsibility sufficient to meet their potential liabilities under the OPA. Under theregulations, vessel owners and operators may evidence their financial responsibility by showing proof of insurance, surety bond, self-insurance or guaranty. Under the OPA, an owner or operator of a fleet of vessels is required only to demonstrate evidence of financial responsibility in an amount sufficient to coverthe vessel in the fleet having the greatest limited liability under the OPA. 64 Table of Contents The U.S. Coast Guard’s regulations concerning certificates of financial responsibility provide, in accordance with the OPA, that claimants may bring suitdirectly against an insurer or guarantor that furnishes the guaranty that supports the certificates of financial responsibility. In the event that such insurer orguarantor is sued directly, it is prohibited from asserting any contractual defense that it may have had against the responsible party and is limited to assertingthose defenses available to the responsible party and the defense that the incident was caused by the willful misconduct of the responsible party. The OPA specifically permits individual states to impose their own liability regimes with regard to oil pollution incidents occurring within their boundaries,and some states have enacted legislation providing for unlimited liability for oil spills. In some cases, states that have enacted such legislation have not yetissued implementing regulations defining vessels owners’ responsibilities under these laws. We intend to comply with all applicable state regulations in theports where our vessels call. The United States Clean Water Act, or CWA, prohibits the discharge of oil or hazardous substances in U.S. navigable waters and imposes strict liability in theform of penalties for unauthorized discharges. The CWA also imposes substantial liability for the costs of removal, remediation and damages and complementsthe remedies available under CERCLA. In 2015, the EPA expanded the definition of “waters of the United States,” or WOTUS, thereby expanding federalauthority under the CWA. On December 30, 2022, the EPA and U.S. Army Corps of Engineers announced the final revised WOTUS rule, which was publishedon January 18, 2023. In August 2023, the EPA and Department of the Army issued a final rule to amend the revised WOTUS definition to conform thedefinition of WOTUS to the U.S. Supreme Court’s interpretation of the Clean Water Act in its decision dated May 25, 2023. The final rule became effectiveSeptember 8, 2023 and operates to limit the Clean Water Act. The EPA enacted rules governing the regulation of ballast water discharges and other discharges incidental to the normal operation of vessels within U.S.waters. Under the rules, commercial vessels 79 feet in length or longer (other than commercial fishing vessels), or Regulated Vessels, are required to obtain aCWA permit regulating and authorizing such normal discharges. This permit, which the EPA had designated as the Vessel General Permit for DischargesIncidental to the Normal Operation of Vessels, or VGP, incorporated the then current U.S. Coast Guard requirements for ballast water management as well assupplemental ballast water requirements, including limits applicable to specific discharge streams, such as deck runoff, bilge water and gray water. SeveralU.S. states have added specific requirements to the VGP, including submission of a Notice of Intent, or NOI, or retention of a PARI form and submission ofannual reports. The Vessel Incidental Discharge Act (or VIDA) was signed into law on December 4, 2018, and establishes a new framework for the regulationof vessel incidental discharges under the CWA. On October 26, 2020, the EPA published a Notice of Proposed Rulemaking for Vessel Incidental DischargeNational Standards of Performance under VIDA, and in November 2020, held virtual public meetings. On October 18, 2023, the EPA published aSupplemental Notice to the Vessel Incidental Discharge National Standards of Performance, which shares new ballast water information that the EPA receivedfrom the USCG. Comments to the Supplemental Notice were due by December 18, 2023. Under VIDA, all provisions of the VGP 2018 and the USCG ballastwater regulations remain in force and effect as currently written until the EPA publishes standard. The new regulations could require the installation of newequipment. Vessels that are constructed after December 1, 2013, are subject to the ballast water numeric effluent limitations. Several U.S. states, including California, haveadded specific requirements to the VGP and, in some cases, may require vessels to install ballast water treatment technology to meet biological performancestandards. Security Regulations Since the terrorist attacks of September 11, 2001, there have been a variety of initiatives intended to enhance vessel security. In November 2002, the MTSAcame into effect. To implement certain portions of the MTSA, in July 2003, the U.S. Coast Guard issued regulations requiring the implementation of certainsecurity requirements aboard vessels operating in waters subject to the jurisdiction of the United States. Similarly, in December 2002, amendments to SOLAScreated a new chapter of the convention dealing specifically with maritime security. The chapter imposes various detailed security obligations on vessels andport authorities, most of which are contained in the newly created ISPS Code. Among the various requirements are: Øon-board installation of automatic information systems to enhance vessel-to-vessel and vessel-to-shore communications; Øon-board installation of ship security alert systems; Øthe development of vessel security plans; and Øcompliance with flag state security certification requirements. 65 Table of Contents The U.S. Coast Guard regulations, intended to be aligned with international maritime security standards, exempt non-U.S. vessels from MTSA vessel securitymeasures, provided such vessels have on board a valid International Ship Security Certificate that attests to the vessel’s compliance with SOLAS securityrequirements and the ISPS Code. The vessels in our fleet that we operate have on board valid International Ship Security Certificates and, therefore, willcomply with the requirements of the MTSA. International Laws Governing Civil Liability to Pay Compensation or Damages Although the United States is not a party to the International Convention on Civil Liability for Oil Pollution Damage of 1969, as amended by the 1992Protocol and further amended in 2000, or the CLC (which has been adopted by the IMO and sets out a liability regime in relation to oil pollution damage),many countries are parties and have ratified either the original CLC or its 1992 Protocol. Under the CLC, a vessel’s registered owner is strictly liable forpollution damage caused in the territorial waters or, under the 1992 Protocol, in the exclusive economic zone or equivalent area, of a contracting state bydischarge of persistent oil, subject to certain defenses and subject to the right to limit liability. The original CLC applies to vessels carrying oil as cargo and notin ballast, whereas the CLC as amended by the 1992 Protocol applies to tanker vessels and combination carriers (i.e., vessels which sometimes carry oil inbulk and sometimes other cargoes) but only when the latter carry oil in bulk as cargo and during any voyage following such carriage (to the extent they haveoil residues on board). Vessels trading with states that are parties to these conventions must provide evidence of insurance covering the liability of the owner.In jurisdictions where the CLC has not been adopted, various legislative schemes or common law govern, and liability is imposed either on the basis of fault orin a manner similar to that of the convention. We believe that our protection and indemnity insurance will cover the liability under the regime adopted by theIMO. The CLC is supplemented by the International Convention on the Establishment of an International Fund for Compensation for Oil Pollution Damage 1971, asamended (or the Fund Convention). The purpose of the Fund Convention was the creation of a supplementary compensation fund (the International OilPollution Compensation Fund, or IOPC Fund) which provides additional compensation to victims of a pollution incident who are unable to obtain adequate orany compensation under the CLC. In 2001, the IMO adopted the International Convention on Civil Liability for Bunker Oil Pollution Damage, or the Bunker Convention, which covers liabilityand compensation for pollution damage caused in the territorial waters or the exclusive economic zone or equivalent area of ratifying states by discharges of“bunker oil.” The Bunker Convention defines “bunker oil” as “any hydrocarbon mineral oil, including lubricating oil, used or intended to be used for theoperation or propulsion of the ship, and any residues of such oil.” The Bunker Convention imposes strict liability (subject to certain defenses) on theshipowner (which term includes the registered owner, bareboat charterer, manager and operator of the vessel). It also requires registered owners of vessels overa certain size to maintain insurance for pollution damage in an amount equal to the limits of liability under the applicable national or international limitationregime (but not exceeding the amount calculated in accordance with the Convention on Limitation of Liability for Maritime Claims of 1976, as amended bythe 1996 Protocol to it, or the 1976 Convention). The Bunker Convention entered into force in November 2008. In other jurisdictions, liability for spills orreleases of oil from vessels’ bunkers continues to be determined by the national or other domestic laws in the jurisdiction where the events or damages occur. The IMO’s International Convention on Liability and Compensation for Damage in Connection with the Carriage of Hazardous and Noxious Substances bySea 1996, as superseded by the 2010 Protocol, or the HNS Convention, sets out a liability regime for loss or damage caused by hazardous or noxioussubstances carried on board a vessel. These substances are listed in the convention itself or defined by reference to lists of substances included in various IMOconventions and codes. The HNS Convention covers loss or damage by contamination to the environment, costs of preventive measures and further damagecaused by such measures, loss or damage to property outside the ship and loss of life or personal injury caused by such substances on board or outside the ship.It imposes strict liability (subject to certain defenses) on the registered owner of the vessel and provides for limitation of liability and compulsory insurance.The owner’s right to limit liability is lost if it is proved that the damage resulted from the owner’s personal act or omission, committed with the intent to causesuch damage, or recklessly and with knowledge that such damage would probably result. The HNS Convention has not entered into force yet. 66 Table of Contents Outside the United States, national laws generally provide for the owner to bear strict liability for pollution, subject to a right to limit liability under applicablenational or international regimes for limitation of liability. The most widely applicable international regime limiting maritime pollution liability is the 1976Convention. However, claims for oil pollution damage within the meaning of the CLC or any Protocol or amendment to it are expressly excepted from thelimitation regime set out in the 1976 Convention. Rights to limit liability under the 1976 Convention are forfeited where it is proved that the loss resulted fromthe shipowner’s personal act or omissions, committed with the intent to cause such loss, or recklessly and with knowledge that such loss would probablyresult. Some states have ratified the 1996 Protocol to the 1976 Convention, which provides for liability limits substantially higher than those set forth in theoriginal 1976 Convention to apply in such states. Finally, some jurisdictions are not a party to either the 1976 Convention or the 1996 Protocol, and some areparties to other earlier limitation of liability conventions and, therefore, shipowners’ rights to limit liability for maritime pollution in such jurisdictions may bedifferent or uncertain. The Maritime Labour Convention The International Labour Organization’s Maritime Labour Convention was adopted in 2006 (“MLC 2006”). The basic aims of the MLC 2006 are to ensurecomprehensive worldwide protection of the rights of seafarers and to establish a level playing field for countries and ship owners committed to providingdecent working and living conditions for seafarers, protecting them from unfair competition on the part of substandard ships. The Convention was ratified onAugust 20, 2012, and all our vessels have been certified, as required. The MLC 2006 requirements have not had a material effect on our operations. C. Organizational Structure Globus Maritime Limited is a holding company. As of the date of this annual report, Globus wholly owns 12 operational subsidiaries, all of which are MarshallIslands corporations seven of our operational subsidiaries each own one vessel, four of our operational subsidiaries each are a counterparty to a ship buildingcontract (one of which is also the counterparty to the bareboat charterer under a sale and leaseback) and one of our operational subsidiaries is our Manager anddoes not own any vessels. Our Manager provides the technical and day-to-day commercial management of our fleet and our financial reporting. Our Managerprovides consultancy services to an affiliated ship management company. Our Manager maintains ship management agreements with each of our vessel-owning or bareboat chartering subsidiaries. In addition, four additional Marshall Islands subsidiaries have each entered into a shipbuilding contract for theconstruction of a new vessel. See “Item 4.A. History and Development of the Company.” We also own a number of entities that used to own our ships that wesold. Those subsidiaries are formed in the Marshall Islands and Malta. D. Property, Plants and Equipment In 2016 our Manager entered into a rental agreement for 350 square meters of office space for our operations within a building owned by Cyberonica S.A., arelated party to us at a monthly rate of €10,360 with a lease period ending January 2, 2025. However, in August 2021, our Manager entered into a new rentalagreement for 902 square metres of office space for its operations within a building owned by Cyberonica S.A. (a company controlled by our chairman of theboard) at a monthly rate of €26,000 with a lease period ending August 2024, and the 2016 rental agreement was terminated. In June 2022, we entered into anew rental agreement with F.G. Europe (an affiliate of our chairman) for the same office space, at the same rate of Euro 26,000 and with the same lease periodending of August 4, 2024. The previous rental agreement with Cyberonica was terminated. We do not presently own any real estate. As of December 31, 2023,we did not owe any amount of back rent to F.G. Europe. As of December 31, 2023 and 2022 our fleet consisted of six and nine vessels, respectively, with an aggregate carrying value of $100.6 and $129.5 million,respectively. 67 Table of Contents A vessel-by-vessel carrying value summary as of December 31, 2023 and 2022 follows: Dry bulk VesselsDwtYear BuiltMonth andYear ofAcquisitionPurchase Price(in millions ofU.S. Dollars)Carrying Value as of December31, 2023 (inmillions ofU.S. Dollars)Carrying Value as of December31, 2022 (inmillions ofU.S. Dollars)m/v River Globe53,6272007December 200757.56.97.6m/v Sky Globe56,8552009May 201032.8-9.8m/v Star Globe56,8672010May 201032.8-9.3m/v Sun Globe58,7902007September201130.3-9.3m/v Moon Globe74,4322005June 201131.410.010.2m/v Galaxy Globe81,1672015October 202018.417.016.7m/v Diamond Globe82,0272018June 202127.025.425.0m/v Power Globe80,6552011July 202116.214.716.0m/v Orion Globe81,8372015November202128.426.626.7 100.6129.5 Other than our vessels and contracts to construct vessels, we do not have any material property. Six of our vessels are subject to priority mortgages, whichsecure our obligations under the CIT Loan Facility. For more information on the vessels currently comprising our fleet, please see “Item 4.B. BusinessOverview.” For more information on our shipbuilding contracts, see “Item 4.A. History and Development of the Company.” For more information on our financing arrangements, please see “Item 5.B. Liquidity and Capital Resources — Indebtedness.” We have no manufacturing capacity, nor do we produce any products. We believe that our existing financing arrangements are adequate to meet our needs for the foreseeable future. Item 4A. Unresolved Staff Comments None. Item 5. Operating and Financial Review and Prospects The following discussion should be read in conjunction with our consolidated financial statements and the accompanying notes thereto included elsewhere inthis annual report on Form 20-F. We believe that the following discussion contains forward-looking statements that involve risks and uncertainties. Actualresults or plan of operations could differ materially from those anticipated by forward-looking information due to factors discussed under “Item 3.D. RiskFactors” and elsewhere in this annual report on Form 20-F. Please see the section “Cautionary Note Regarding Forward-Looking Statements” at thebeginning of this annual report on Form 20-F. The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is intended to help the reader understandour results of operations and financial condition. The MD&A is provided as a supplement to, and should be read in conjunction with, our consolidatedfinancial statements and notes thereto included in “Item 18. Financial Statements.” The MD&A generally discusses 2023 and 2022 items and year-on-year comparisons between 2023 and 2022. Discussions of 2021 items and year-on-yearcomparisons between 2022 and 2021 that are not included in this Form 20-F can be found in “Management’s Discussion and Analysis of Financial Conditionand Results of Operations” in the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2022 filed with the SEC on March 20,2023. A. Operating Results Overview and History We are an integrated dry bulk shipping company, which began operations in September 2006, providing marine transportation services on a worldwide basis.We own, operate and manage a fleet of dry bulk vessels that transport iron ore, coal, grain, steel products, cement, alumina and other dry bulk cargoesinternationally. Following the conclusion of our initial public offering on June 1, 2007, our common shares were listed on the AIM under the ticker “GLBS.L.”On November 24, 2010, we redomiciled into the Marshall Islands pursuant to the BCA and a resale registration statement for our common shares was declaredeffective by the SEC. Once the resale registration statement was declared effective by the SEC, our common shares began trading on the Nasdaq GlobalMarket under the ticker “GLBS.” We delisted our common shares from the AIM on November 26, 2010. 68 Table of Contents On April 11, 2016 our common shares began trading on the Nasdaq Capital Market and ceased trading on the Nasdaq Global Market, without a change in ourticker. On July 29, 2010, we effected a 1-4 reverse stock split, with our issued share capital resulting in 7,240,852 common shares of $0.004 each. On October 20,2016, we effected a 1-4 reverse stock split which reduced the number of outstanding common shares from 10,510,741 to 2,627,674 shares (adjustments weremade based on fractional shares). (These figures do not reflect the 1-10 reverse stock split which occurred in October 2018 or the 1-100 reverse stock splitoccurred in October 2020.) On October 15, 2018, we effected a 1-10 reverse stock split which reduced the number of outstanding common shares from32,065,077 to 3,206,495 shares (adjustments were made based on fractional shares). (These figures do not reflect the 1-100 reverse stock split occurred inOctober 2020.)In November 2018, we entered into a credit facility for up to $15 million with Firment Shipping Inc., a related party to us, for the purpose of financing ourgeneral working capital needs, which facility was amended and restated on May 8, 2020. The Firment Shipping Credit Facility was unsecured and remainedavailable until its final maturity date at October 31, 2021, as amended. We have the right to drawdown any amount up to $15 million or prepay any amount inmultiples of $100,000. Any prepaid amount cannot be re-borrowed. Interest on drawn and outstanding amounts is charged at 3.5% per annum until December31, 2020, and thereafter at 7% per annum. No commitment fee is charged on the amounts remaining available and undrawn. Interest is payable the last day of aperiod of three months after the drawdown date, after this period in case of failure to pay any sum due a default interest of 2% per annum above the regularinterest is charged. We have also the right, in our sole option, to convert in whole or in part the outstanding unpaid principal amount and accrued but unpaidinterest under this Agreement into common shares. The conversion price shall equal the higher of (i) the average of the daily dollar volume-weighted averagesale price for the common shares on the Principal Market on any trading day during the period beginning at 9.30 a.m. New York City time and ending at 4.00p.m. over the Pricing Period multiplied by 80%, where the “Pricing Period” equals the ten consecutive trading days immediately preceding the date on whichthe conversion notice was executed or (ii) $280.00. The outstanding amount under the Firment Shipping Credit Facility was fully repaid on July 27, 2020. Thisfacility expired on its terms on October 31, 2021. On April 23, 2019, the Company converted the outstanding principal amount of $3.1 million plus the accrued interest of $0.1 million with a conversion priceof $2.80 per share and issued 1,132,191 new common shares on behalf of Firment Shipping Inc. in accordance with the provisions of the Firment ShippingCredit Facility. This conversion resulted in a gain of $0.1 million. As of December 31, 2020, $14.2 million was available to be drawn under the FirmentShipping Credit Facility. (These figures do not reflect the 1-100 reverse stock split occurred in October 2020.) On June 22, 2020, we completed a public offering of 342,857 units of the Company. Each unit consisted of one common share and one Class A Warrant topurchase one common share (a “Class A Warrant”), for $35 per unit. At the time of the closing, the underwriters exercised and closed a part of their over-allotment option, and purchased an additional 51,393 common shares and Class A Warrants to purchase 51,393 common shares. The exercise price of the Class A Warrants is $35 per whole share at any time after their original issuance up to the date that is five years after their originalissuance. If a registration statement registering the issuance of the common shares underlying the warrants under the Securities Act is not effective or available,the holder may, in its sole discretion, elect to exercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise thenet number of common shares determined according to the formula set forth in the warrant. We may be required to pay certain amounts as liquidated damagesas specified in the warrants in the event it does not deliver common shares upon exercise of the warrants within the time periods specified in the warrants. On June 30, 2020, we issued 458,500 of our common shares in a registered direct offering and 458,500 of our June PP Warrants in a concurrent privateplacement for a purchase price of $27 per common share and June PP Warrant. No June PP Warrants have been exercised as of the date hereof, and may beexercised at any time prior to 5:00 PM New York time on December 30, 2025. The exercise price of each June PP Warrant was originally $30 per share, but inJuly 2020 was reduced to $18 per share. On July 21, 2020, we issued 833,333 of our common shares in a registered direct offering and 833,333 of our July PP Warrants to purchase common shares ina concurrent private placement for a purchase price of $18 per common share and July PP Warrant. No July PP Warrants have been exercised as of the datehereof, and may be exercised at any time prior to 5:00 PM New York time on January 21, 2026. The exercise price of each July PP Warrant is $18 per share. 69 Table of Contents On December 9, 2020, we issued (a) 1,256,765 common shares, (b) pre-funded warrants to purchase 155,000 common shares, and (c) warrants (the“December 2020 Warrants”) to purchase 1,270,587 common shares. The pre-funded warrants have all been exercised. No December 2020 Warrants have beenexercised as of the date hereof, and may be exercised at any time prior to 5:00 PM New York time on June 9, 2026. The exercise price of the December 2020Warrants was reduced from $8.50 per share to $6.25 per share on January 29, 2021. On January 29, 2021, we issued (a) 2,155,000 common shares, (b) pre-funded warrants to purchase 445,000 common shares, and (c) warrants (the “January2021 Warrants”) to purchase 1,950,000 common shares at an exercise price of $6.25 per share, which may be exercised at any time prior to 5:00 PM New Yorktime on July 29, 2026. The pre-funded warrants were all exercised. No January 2021 Warrants have been exercised as of the date hereof. On February 17, 2021, we issued (a) 3,850,000 common shares, (b) pre-funded warrants to purchase 950,000 common shares, and (c) warrants (the “February2021 Warrants”) to purchase 4,800,000 common shares at an exercise price of $6.25 per share, which may be exercised at any time prior to 5:00 PM New Yorktime on August 17, 2026. The pre-funded warrants have all been exercised. No February 2021 Warrants have been exercised as of the date hereof. On June 29, 2021, we issued (a) 8,900,000 common shares, (b) pre-funded warrants to purchase 1,100,000 common shares, and (c) warrants (the “June 2021Warrants”) to purchase 10,000,000 common shares at an exercise price of $5.00 per share, which may be exercised at any time prior to 5:00 PM New Yorktime on December 29, 2026. The pre-funded warrants have all been exercised. No June 2021 Warrants have been exercised as the date hereof. Each of the June PP Warrants, July PP Warrants, December 2020 Warrants, January 2021 Warrants, February 2021 Warrants and June 2021 Warrants isexercisable for a period of five and one-half years commencing on the date of issuance. The warrants are exercisable at the option of each holder, in whole orin part by delivering to us a duly executed exercise notice with payment in full in immediately available funds for the number of common shares purchasedupon such exercise. If a registration statement registering the resale of the common shares underlying the private placement warrants under the Securities Actis not effective or available at any time after the six month anniversary of the date of issuance of the private placement warrants, the holder may, in its solediscretion, elect to exercise the private placement warrant through a cashless exercise, in which case the holder would receive upon such exercise the netnumber of common shares determined according to the formula set forth in the warrant. If a registration statement covering the issuance of the shares under theSecurities Act is not effective or available at any time after the issuance of the December 2020 Warrants, January 2021 Warrants, February 2021 Warrants andJune 2021 Warrants, the holder may, in its sole discretion, elect to exercise the such warrants through a cashless exercise, in which case the holder wouldreceive upon such exercise the net number of common shares determined according to the formula set forth in the warrant. If we do not issue the shares in atimely fashion, each warrant contains certain liquidated damages provisions. From June 22, 2020 through the date hereof, we have issued 5,550 common shares pursuant to exercises of outstanding Class A Warrants. As of the date ofthis annual report, no June PP Warrants, July PP Warrants, December 2020 Warrants, January 2021 Warrants, February 2021 Warrants or June 2021 Warrantshave been exercised. On October 21, 2020, we effected a 1-100 reverse stock split which reduced the number of shares outstanding from 175,675,651 to 1,756,720 (adjustmentswere made based on fractional shares). Unless otherwise noted, all historical share numbers, per share amounts, including common share, preferred shares andwarrants, have been adjusted to give effect to this reverse stock split. As of December 31, 2023, our issued and outstanding capital stock consisted of 20,582,301 common shares and 10,300 Series Preferred Shares. On June 12, 2020, we entered into a stock purchase agreement and issued 50 of our newly-designated Series B preferred shares, par value $0.001 per share, toGoldenmare Limited, a company controlled by our Chief Executive Officer, Athanasios Feidakis, in return for $150,000, which amount was settled byreducing, on a dollar-for-dollar basis, the amount payable by the Company to Goldenmare Limited pursuant to the consultancy agreement. In July 2020, we issued an additional 250 of our Series B preferred shares to Goldenmare Limited in return for $150,000. The $150,000 was paid by reducing,on a dollar-for-dollar basis, the amount payable by the Company to Goldenmare Limited pursuant to a consultancy agreement. In addition, we increased themaximum voting rights under the Series B preferred shares from 49.0% to 49.99%. 70 Table of Contents In March 2021, we issued an additional 10,000 of our Series B preferred shares to Goldenmare Limited in return for $130,000, which was settled by reducing,on a dollar-for-dollar basis, the amount payable by the Company to Goldenmare Limited pursuant to a consultancy agreement. Each Series B preferred share entitles the holder thereof to 25,000 votes per share on all matters submitted to a vote of the shareholders of the Company,provided however, that no holder of Series B preferred shares may exercise voting rights pursuant to Series B preferred shares that would result in theaggregate voting power of any beneficial owner of such shares and its affiliates (whether pursuant to ownership of Series B preferred shares, common sharesor otherwise) to exceed 49.99% of the total number of votes eligible to be cast on any matter submitted to a vote of shareholders of the Company. To the fullestextent permitted by law, the holders of Series B preferred shares shall have no special voting or consent rights and shall vote together as one class with theholders of the common shares on all matters put before the shareholders. The Series B preferred shares are not convertible into common shares or any othersecurity. They are not redeemable and have no dividend rights. Upon any liquidation, dissolution or winding up of the Company, the Series B preferred sharesare entitled to receive a payment with priority over the common shareholders equal to the par value of $0.001 per share. The Series B preferred shareholder hasno other rights to distributions upon any liquidation, dissolution or winding up of the Company. All issued and outstanding Series B preferred shares must beheld of record by one holder, and the Series B preferred shares shall not be transferred without the prior approval of our Board of Directors. Finally, in theevent the Company (i) declares any dividend on its common shares, payable in common shares, (ii) subdivides the outstanding common shares or (iii)combines the outstanding common shares into a smaller number of shares, there shall be a proportional adjustment to the number of outstanding Series Bpreferred shares. Each issuance of the Series B preferred shares to Goldenmare Limited was approved by an independent committee of the Board of Directors of the Company,which (in each instance) received a fairness opinion from an independent financial advisor that the transaction was for a fair value. In May 2021, we entered into an agreement with First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.) for a loan facility of $34.25million bearing interest at LIBOR plus a margin of 3.75% per annum. On May 10, 2021, we fully drew $34.25 million under this facility. The proceeds of thisfinancing were used to repay the outstanding balance of the EnTrust Loan Facility. In August 2022, we entered into a deed of accession, amendment and restatement of the CIT Loan Facility with First Citizens Bank & Trust Company(formerly known as CIT Bank N.A.), whereby the CIT Loan Facility was amended and restated and an additional borrower, Salaminia Maritime Limited,acceded to the CIT Loan Facility. The CIT Loan Facility principal amount was increased to $52.25 million, by a top up loan amount of $18 million for thepurpose of financing our vessel Orion Globe and for general corporate and working capital purposes. The CIT Loan Facility (including the new top up loanamount) became further secured by a first preferred mortgage over the vessel Orion Globe. Furthermore, the LIBOR interest provisions of the CIT LoanFacility were replaced with Term SOFR plus a margin of 3.35% (or 5.35% default interest) per annum. On August 10, 2022, we fully drew the top up amountof $18 million. On April 29, 2022, we entered into a contract, through our subsidiary Calypso Shipholding S.A., for the construction and purchase of one fuel efficient bulkcarrier with a carrying capacity of approximately 64,000 dwt. The vessel was built at Nihon Shipyard Co. in Japan and was delivered on January 25, 2024. Thetotal consideration for the construction of the vessel was approximately $37.5 million, which we financed with equity. In May 2022 we paid the firstinstallment of $7.4 million, in March 2023 paid the second installment of $3.8 million, in September 2023 paid the third installment of $3.7 millionand inNovember 2023 paid the fourth installment of $3.7 million. On January 22, 2024, we paid the final installment of $18.5 million and on January 25, 2024 wetook delivery of the new vessel which was named m/v GLBS Hero. On May 13, 2022, we entered into two contracts, through our subsidiaries Daxos Maritime Limited and Paralus Shipholding S.A., for the construction andpurchase of two fuel efficient bulk carriers with a carrying capacity of approximately 64,000 dwt each. The sister vessels will be built at Nantong COSCO KHIShip Engineering Co. in China with the first one scheduled to be delivered during the third quarter of 2024 and to be named m/v “GLBS MIGHT” and thesecond one scheduled during the fourth quarter of 2024. The total consideration for the construction of both vessels is approximately $70.3 million, which weintend to finance with a combination of debt and equity. In May 2022 we paid the first installment of $13.8 million and in November 2022 we paid the secondinstallment of $6.9 million for both vessels under construction. For more information regarding the sale and leaseback agreement that we entered into inFebruary 2024 in respect of the vessel GLBS MIGHT, see “—Recent developments (post-2023).” 71 Table of Contents On March 6, 2023, we, through a wholly owned subsidiary, entered into an agreement to sell the 2007-built Sun Globe for a gross price of $14.1 million,before commissions, to an unaffiliated third party. Following the agreement to sell Sun Globe and given the significant increase in the vessel’s market value,we assessed that there were indications that impairment losses recognized in the previous periods with respect to this vessel had decreased. Therefore, thecarrying amount of the vessel was increased to its recoverable amount, determined based on its selling price less cost to sell, and we recorded a reversal ofimpairment in the amount of $4.4 million during the first quarter of 2023. The vessel was delivered to its new owners on June 5, 2023 and we recorded a gainof $71,000. In August 2023, we entered into a second deed of accession, amendment and restatement of the CIT Loan Facility with First Citizens Bank & Trust Company(formerly known as CIT Bank N.A.), whereby the CIT Loan Facility was further amended and restated and two additional borrowers, Argo Maritime Limitedand Talisman Maritime Limited, acceded to the CIT Loan Facility. The CIT Loan Facility was further increased to $72.25 million, by a top up loan amount of$25 million for the purpose of financing our vessels Diamond Globe and Power Globe and for general corporate and working capital purposes. The CIT LoanFacility (including the new top up loan amount) became further secured by first preferred mortgages over the vessels Diamond Globe and Power Globe. TheCIT Loan Facility currently bears interest at Term SOFR together with an adjustment of 0.1% per annum plus a margin of 2.70% (or 4.70% default interest)per annum. On August 10, 2023, we fully drew the top up amount of $25 million. On August 11, 2023, we, through a wholly owned subsidiary, entered into an agreement to sell the 2009-built Sky Globe for a gross price of $10.7 million,before commissions, to an unaffiliated third party. The vessel was delivered to its new owners on September 7, 2023. We recognized a gain of approximately$2.2 million as a result of the sale. On August 16, 2023, we, through a wholly owned subsidiary, entered into an agreement to sell the 2010-built Star Globe for a gross price of $11.2 million,before commissions, to an unaffiliated third party. The vessel was delivered to its new owners on September 13, 2023. We recognized a gain of approximately$1.6 million as a result of the sale. On August 18, 2023, we, through Thalia Shipholding S.A. and Olympia Shipholding S.A., signed two contracts for the construction and purchase of two fuelefficient bulk carrier of approximately 64,000 dwt each. The two vessels will be built at Nihon Shipyard Co. in Japan and are scheduled to be delivered duringthe second half of 2026. The total consideration for the construction of both vessels is approximately $75.5 million, which we intend to finance with acombination of debt and equity. In August 2023, we paid the first installment of $7.5 million for both vessels under construction. Recent Developments (post-2023) On February 23, 2024, we, through our subsidiary Daxos Maritime Limited, entered into a $28 million sale and leaseback agreement with SK ShipholdingS.A., a subsidiary of Shinken, with respect to the approximately 64,000 dwt bulk carrier to be named “GLBS MIGHT,” which is scheduled to be deliveredduring the third quarter of 2024. For more information regarding the terms of the sale and leaseback agreement, see “Item 5.B. Liquidity and CapitalResources — Indebtedness.” We intend to grow our fleet through timely and selective acquisitions of modern vessels or acquisition through construction of new vessels in a manner that webelieve will provide an attractive return on equity and will be accretive to our earnings and cash flow based on anticipated market rates at the time of purchase.There is no guarantee however, that we will be able to find suitable vessels to purchase or that such vessels will provide an attractive return on equity or beaccretive to our earnings and cash flow. Our strategy is to generally employ our vessels on a mix of all types of charter contracts, including bareboat charters, time charters and spot charters. We may,from time to time, enter into charters with longer durations depending on our assessment of market conditions. We seek to manage our fleet in a manner that allows us to maintain profitability across the shipping cycle and thus maximize returns for our shareholders. Toaccomplish this objective we have historically deployed our vessels primarily on a mix of bareboat and time charters (with terms of between one month andfive years). According to our assessment of market conditions, we have historically adjusted the mix of these charters to take advantage of the relatively stablecash flow and high utilization rates associated with time charters or to profit from attractive spot charter rates during periods of strong charter marketconditions. The average number of vessels in our fleet for the year ended December 31, 2023 was 7.8, for the year ended December 31, 2022 was 9.0, and for the yearended December 31, 2021 was 7.1. 72 Table of Contents Our operations are managed by our Glyfada, Greece-based wholly owned subsidiary, Globus Shipmanagement Corp., our Manager, who provides in-housecommercial and technical management services to our vessels and consultancy services to an affiliated ship-management company. Our Manager enters into aship management agreement with each of our wholly owned vessel-owning or bareboat chartering subsidiaries to provide such services and also entered into aconsultancy agreement with an affiliated ship-management company. Conflicts The conflict between Russia and Ukraine, which commenced in February 2022, has disrupted supply chains and caused instability and significant volatility inthe global economy. Much uncertainty remains regarding the global impact of the conflict in Ukraine, and it is possible that such instability, uncertainty andresulting volatility could significantly increase our costs and adversely affect our business, including our ability to secure charters and financing on attractiveterms, and as a result, adversely affect our business, financial condition, results of operation and cash flows. As a result of the conflict between Russia and Ukraine, Switzerland, the United States, the European Union, the United Kingdom and others have announcedunprecedented levels of sanctions and other measures against Russia and certain Russian entities and nationals, including removing Russian-based financialinstitutions from the Society for Worldwide Interbank Financial Telecommunication payment system and restricting imports of Russian oil, liquefied naturalgas, and coal. Such sanctions against Russia may adversely affect our business, financial condition, results of operation and cash flows. For example, apartfrom the immediate commercial disruptions caused in the conflict zone, escalating tensions and fears of potential shortages in the supply of Russian crudecaused the price of oil to trade above $100 per barrel in March 2022. The ongoing conflict could result in the imposition of further economic sanctions againstRussia, with uncertain impacts on the dry bulk market and the world economy. While we do not have any Ukrainian or Russian crew and our vessels currentlydo not sail in the Black Sea, it is possible that the conflict in Ukraine, including any increased shipping costs, disruptions of global shipping routes, any impacton the global supply chain and any impact on current or potential customers caused by the events in Russia and Ukraine, could adversely affect our operationsor financial performance. Due to the recent nature of these activities, the full impact on our business is not yet known. The ongoing conflict between Russia and Ukraine could result in the imposition of further economic sanctions by the United States, the United Kingdom, theEuropean Union, or other countries against Russia, trade tariffs, or embargoes with uncertain impacts on the markets in which we operate. In addition, the U.S.and certain other North Atlantic Treaty Organization (NATO) countries have been supplying Ukraine with military aid. U.S. officials have also warned of theincreased possibility of Russian cyberattacks, which could disrupt the operations of businesses involved in the dry bulk industry, including ours, and couldcreate economic uncertainty particularly if such attacks spread to a broad array of countries and networks. Although Ukraine and Russia reached an agreementto extend an arrangement allowing shipment of grain from Ukrainian ports through a humanitarian corridor in the Black Sea in November 2022, Russiaterminated this agreement in July 2023. While much uncertainty remains regarding the global impact of the war in Ukraine, it is possible that such tensionscould adversely affect our business, financial condition, operating results, and cash flows. Furthermore, the intensity and duration of the recently declared war between Israel and Hamas is difficult to predict and its impact on the world economy andour industry is uncertain. While much uncertainty remains regarding the global impact of the war between Israel and Hamas, it is possible that such tensionscould result in the eruption of further hostilities in other regions, including the Red Sea, and could adversely affect our business, financial conditions, operatingresults, and cash flows. In the past, political conflicts have also resulted in attacks on vessels, mining of waterways and other efforts to disrupt international shipping, particularly inthe Arabian Gulf region. These types of attacks have also affected vessels trading in regions such as the Black Sea, South China Sea and the Gulf of Aden offthe coast of Somalia. The ongoing war in Ukraine has previously resulted in missile attacks on commercial vessels in the Black Sea and the recent outbreak ofconflict in the Red Sea has also resulted in missile attacks on vessels. Acts of terrorism and piracy have also affected vessels trading in regions such as theGulf of Guinea, the Red Sea, the Gulf of Aden off the coast of Somalia, and the Indian Ocean. The IMO’s extraordinary council session held on March 10-11,2022 addressed the impacts on shipping and seafarers, as a result of the war in Ukraine. The IMO called for the need to preserve the integrity of maritimesupply chains and the safety and welfare of seafarers and any spillover effects of the military action on global shipping, logistics and supply chains, inparticular the impacts on the delivery of commodities and food to developing nations and the impacts on energy supplies. Any of these occurrences could havea material adverse impact on our operating results, revenues and costs. 73 Table of Contents IMO 2020 Compliance On October 27, 2016, the Marine Environment Protection Committee (“MEPC”) of the International Maritime Organization (“IMO”) announced theratification of regulations mandating reduction in sulfur emissions from 3.5% currently to 0.5% as of the beginning of 2020 rather than pushing the deadlineback to 2025. Accordingly, ships now have to reduce sulfur emissions, for which the principal solutions are the use of exhaust gas cleaning systems(“scrubbers”) or buying fuel with low sulfur content. If a vessel is not retrofitted with a scrubber, it will need to use low sulfur fuel, which is currently moreexpensive than standard marine fuel containing 3.5% sulfur content. This increased demand for low sulfur fuel resulted in an increase in prices for such fuelduring the beginning of 2020. Until September 2023 bunker prices increased and then started decreasing again. None of our vessels currently have scrubbers. We will continue to evaluate all options to comply with IMO regulations. Our fuel costs and fuel inventoriesmay increase as a result of these sulfur emission regulations. Low sulfur fuel is more expensive than standard marine fuel containing 3.5% sulfur content andmay become more expensive or difficult to obtain as a result of increased demand. If the cost differential between low sulfur fuel and high sulfur fuel issignificantly higher than anticipated, or if low sulfur fuel is not available at ports on certain trading routes, it may not be feasible or competitive to operatevessels on certain trading routes without installing scrubbers or without incurring deviation time to obtain compliant fuel. Lack of Historical Operating Data for Vessels Before their Acquisition Consistent with shipping industry practice, we were not and have not been able obtain the historical operating data for the secondhand vessels we purchase, inpart because that information is not material to our decision to acquire such vessels, nor do we believe such information would be helpful to potential investorsin our common shares in assessing our business or profitability. We generally purchase our vessels under a standardized agreement commonly used in shippingpractice, which, among other things, provides us with the right to inspect the vessel and the vessel’s classification society records. The standard agreementdoes not provide us the right to inspect, or receive copies of, the historical operating data of the vessel. Accordingly, such information was not available to us.Prior to the delivery of a purchased vessel, the seller typically removes from the vessel all records, including past financial records and accounts related to thevessel. Typically, the technical management agreement between a seller’s technical manager and the seller is automatically terminated and the vessel’s tradingcertificates are revoked by its flag state following a change in ownership. In addition, and consistent with shipping industry practice, we treat the acquisition of vessels from unaffiliated third parties as the acquisition of an asset ratherthan a business. We believe that, under the applicable provisions of Rule 11-01(d) of Regulation S-X under the Securities Act, the acquisition of our vesselsdoes not constitute the acquisition of a “business” for which historical or pro forma financial information would be provided pursuant to Rules 3-05 and 11-01of Regulation S-X. Although vessels are generally acquired free of charter, we may in the future acquire some vessels with charters. Where a vessel has been under a voyagecharter, the vessel is usually delivered to the buyer free of charter. It is rare in the shipping industry for the last charterer of the vessel in the hands of the sellerto continue as the first charterer of the vessel in the hands of the buyer. In most cases, when a vessel is under time charter and the buyer wishes to assume thatcharter, the vessel cannot be acquired without the charterer’s consent and the buyer entering into a separate direct agreement, called a novation agreement, withthe charterer to assume the charter. The purchase of a vessel itself does not transfer the charter because it is a separate service agreement between the vesselowner and the charterer. If the Company acquires a vessel subject to a time charter, it amortizes the amount of the component that is attributable to favorable or unfavorable termsrelative to market terms and is included in the cost of that vessel, over the remaining term of the lease. The amortization is included in line “amortization offair value of time charter attached to vessels” in the income statement component of the consolidated statement of comprehensive income. If we purchase a vessel and assume or renegotiate a related time charter, we must take the following steps before the vessel will be ready to commenceoperations: Øobtain the charterer’s consent to us as the new owner; Øobtain the charterer’s consent to a new technical manager; Øin some cases, obtain the charterer’s consent to a new flag for the vessel; Øarrange for a new crew for the vessel, and where the vessel is on charter, in some cases, the crew must be approved by the charterer; 74 Table of Contents Øreplace all hired equipment on board, such as gas cylinders and communication equipment; Ønegotiate and enter into new insurance contracts for the vessel through our own insurance brokers; Øregister the vessel under a flag state and perform the related inspections in order to obtain new trading certificates from the flag state; Øimplement a new planned maintenance program for the vessel; and Øensure that the new technical manager obtains new certificates for compliance with the safety and vessel security regulations of the flag state. The following discussion is intended to help you understand how acquisitions of vessels affect our business and results of operations. Our business is comprised of the following main elements: Øemployment and operation of our dry bulk vessels and management of a vessel owned by a third party; and Ømanagement of the financial, general and administrative elements involved in the conduct of our business and ownership of our dry bulk vessels. The employment and operation of our vessels and the vessel we manage require the following main components: Øvessel maintenance and repair; Øcrew selection and training; Øvessel spares and stores supply; Øcontingency response planning; Øonboard safety procedures auditing; Øaccounting; Øvessel insurance arrangement; Øvessel chartering; Øvessel security training and security response plans (ISPS); Øobtaining ISM certification and audit for each vessel within the six months of taking over a vessel; Øvessel hire management; Øvessel surveying; and Øvessel performance monitoring. The management of financial, general and administrative elements involved in the conduct of our business and ownership of our vessels requires the followingmain components: Ømanagement of our financial resources, including banking relationships, i.e., administration of bank loans and bank accounts; Ømanagement of our accounting system and records and financial reporting; 75 Table of Contents Øadministration of the legal and regulatory requirements affecting our business and assets; and Ømanagement of the relationships with our service providers and customers. The principal factors that affect our profitability, cash flows and shareholders’ return on investment include: Ørates and periods of hire; Ølevels of vessel operating expenses, including repairs and drydocking; Øpurchase and sale of vessels; Ømanagement fees for any third party ships that we manage; Ødepreciation expenses; Øfinancing costs; and Øfluctuations in foreign exchange rates. Revenue Overview We generate revenues by charging our customers for the use of our vessels to transport their dry bulk commodities. Under a time charter, the charterer pays usa fixed daily charter hire rate and bears all voyage expenses, including the cost of bunkers (fuel oil) and port and canal charges. We remain responsible forpaying the chartered vessel’s operating expenses, including the cost of crewing, insuring, repairing and maintaining the vessel, the costs of spares andconsumable stores, tonnage taxes and other miscellaneous expenses. Under a bareboat charter, the charterer pays us a fixed daily charter hire rate and bears allvoyage expenses, as well as the vessel’s operating expenses. Spot charters can be spot voyage charters or spot time charters. Spot voyage charters involve the carriage of a specific amount and type of cargo on a load-portto discharge-port basis, subject to various cargo handling terms, and the vessel owner is paid on a per-ton basis. Under a spot voyage charter, the vessel owneris responsible for the payment of all expenses including capital costs, voyage expenses, such as port, canal and bunker costs. A spot time charter is a contractto charter a vessel for an agreed period of time at a set daily rate. Under spot time charters, the charterer pays the voyage expenses. Voyage revenues and management & consulting fee income Our voyage revenues are driven primarily by the number of vessels in our fleet, the number of days during which our vessels operate and the amount of dailyhire rates that our vessels earn under charters or on the spot market, which, in turn, are affected by a number of factors, including: Øthe duration of our charters; Øthe number of days our vessels are hired to operate on the short-term or spot market; Øour decisions relating to vessel acquisitions and disposals; Øthe amount of time that we spend positioning our vessels for employment; Øthe amount of time that our vessels spend in drydocking undergoing repairs; Ømaintenance and upgrade work; Øthe age, condition and specifications of our vessels; 76 Table of Contents Ølevels of supply and demand in the dry bulk shipping industry; and Øother factors affecting short-term or spot market charter rates for dry bulk vessels. Our voyage revenues decreased in 2023 compared to 2022, mainly due to lower short-term daily time charter rates earned on average from our vessels on ayear-on-year basis and the decrease of our fleet from an average of 9.0 vessels in 2022 to 7.8 vessels in 2023. Our voyage revenues increased in 2022compared to 2021, mainly due to the increase of our fleet from an average of 7.1 vessels in 2021 to 9.0 vessels in 2022. Employment of our Vessels As of the date of this annual report on Form 20-F, we employed our vessels as follows: Øm/v River Globe – on a time charter that began in March 2024 and is expected to expire in April 2024, at a gross rate of $12,500 per day; Øm/v Moon Globe – on a time charter that began in January 2024 and is expected to expire in March 2024, at a gross rate of $8,500 per day; Øm/v Galaxy Globe on a time charter that began in November 2023 and is expected to expire in August 2024, at a gross rate of 104% of the averageBKI-82 5TC INDEX as quoted by the Baltic Exchange per day; Øm/v Diamond Globe – on a time charter that began in October 2023 and is expected to expire in July 2024, at a gross rate of $18,705.44 per dayuntil May 2024 and subsequently at a gross rate of 104% of the average BKI-82 5TC INDEX as quoted by the Baltic Exchange per day; Øm/v Power Globe – on a time charter that began in November 2023 and is expected to expire in April 2024, at a gross rate of $10,650 per day; Øm/v Orion Globe – on a time charter that began in June 2023 and is expected to expire in April 2024, at a gross rate of 104.5% of the averageBKI-82 5TC INDEX as quoted by the Baltic Exchange per day; and Øm/v GLBS Hero – on a time charter that began in January 2024 and is expected to expire in October 2024, at a gross rate of 122% of the averageBSI-58 INDEX as quoted by the Baltic Exchange per day. Our charter agreements subject us to counterparty risk. In depressed market conditions, charterers may seek to renegotiate the terms of their existing charterparties or avoid their obligations under those contracts. Should counterparties to one or more of our charters fail to honor their obligations under theiragreements with us, we could sustain significant losses which could have a material adverse effect on our business, financial condition, results of operations,cash flows and ability to pay dividends. Critical Accounting Policies Critical accounting policies are those that are both most important to the portrayal of the company’s financial condition and results, and require management’smost difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. For adescription of all our significant accounting policies, see Note 2 to our annual audited financial statements included in this annual report on Form 20-F. Voyage Expenses We charter our vessels primarily through time charters under which the charterer is responsible for most voyage expenses, such as the cost of bunkers (fueloil), port expenses, agents’ fees, canal dues, extra war risks insurance and any other expenses related to the cargo. Whenever we employ our vessels on a voyage basis (such as trips for the purpose of geographically repositioning a vessel or trip(s) after the end of one-timecharter and up to the beginning of the next charter), we incur voyage expenses that include port expenses and canal charges and bunker (fuel oil) expenses. 77 Table of Contents If we charter our vessels on bareboat charters, the charterer will pay for most of the voyage expenses and operating expenses. As is common in the shipping industry, we have historically paid commissions ranging from 1.25% to 2.50% of the total daily charter hire rate of each charterto unaffiliated ship brokers and in-house brokers associated with the charterers, depending on the number of brokers involved with arranging the charter. For the year ended December 31, 2023, commissions amounted to $0.4 million. For the year ended December 31, 2022, commissions amounted to $0.9million. For the year ended December 31, 2021, commissions amounted to $0.6 million. We believe that the amounts and the structures of our commissions are consistent with industry practices. These commissions are directly related to our revenues. We therefore expect that the amount of total commissions will increase if the size of our fleet grows asa result of additional vessel acquisitions and employment of those vessels or if charter rates increase. Vessel Operating Expenses Vessel operating expenses include costs for crewing, insurance, repairs and maintenance, lubricants, spare parts and consumable stores, statutory andclassification tonnage taxes and other miscellaneous expenses. We calculate daily vessel operating expenses by dividing vessel operating expenses byownership days for the relevant time period excluding bareboat charter days. Our vessel operating expenses have historically fluctuated as a result of changes in the size of our fleet. In addition, a portion of our vessel operating expensesis in currencies other than the U.S. dollar, such as costs related to repairs, spare parts and consumables. These expenses may increase or decrease as a result offluctuation of the U.S. dollar against these currencies. We expect that crewing costs will increase in the future due to the shortage in the supply of qualified sea-going personnel. In addition, we expect thatmaintenance costs will increase as our vessels age. Other factors that may affect the shipping industry in general, such as the cost of insurance, may also causeour expenses to increase. To the extent that we purchase additional vessels, we expect our vessel operating expenses to increase accordingly. Other factorsbeyond our control, some of which may affect the shipping industry in general, including, for instance, developments relating to market prices for crewing,lubes, and insurance, may also cause these expenses to increase. In 2023, operating expenses were lower due to the decrease of the fleet from nine to sixvessels by the end of 2023; however, our per vessel operating expenses increased by approximately 3%. If industry-wide inflationary pressures continue during2024 combined with higher regulatory-related costs, we expect higher costs in relation to crew, spares and parts. Depreciation The cost of each of the Company’s vessels is depreciated on a straight-line basis over each vessel’s remaining useful economic life, after considering theestimated residual value of each vessel, beginning when the vessel is ready for its intended use. Management estimates that the useful life of new vessels is 25years, which is consistent with industry practice. The residual value of a vessel is the product of its lightweight tonnage and estimated scrap value perlightweight ton. The residual values and useful lives are reviewed at each reporting date and adjusted prospectively, if appropriate. During the fourth quarter of2021, we adjusted the scrap rate from $300/ton to $380/ton due to the increased scrap rates worldwide. This resulted to a decrease of approximately $145,000of the depreciation charge included in the consolidated statement of comprehensive income for 2021. During the fourth quarter of 2022, we adjusted the scraprate from $380/ton to $440/ton due to the increased scrap rates worldwide. This resulted in a decrease of approximately $118,000 to the depreciation chargeincluded in the consolidated statement of comprehensive income for 2022. During the fourth quarter of 2023, we adjusted the scrap rate from $440/ton to$480/ton, due to the increased scrap rates worldwide. This resulted in a decrease of approximately $62,000 to the depreciation charge included in theconsolidated statement of comprehensive income for 2023. We do not expect these assumptions to change significantly in the near future. We expect that these depreciation charges will increase if we acquire additionalvessels. 78 Table of Contents Depreciation of Drydocking Costs Approximately every 2.5 years, our vessels are required to be taken out of service and removed from water (known as “drydocking”) for major repairs andmaintenance that cannot be performed while the vessels are operating. The costs associated with the drydockings are capitalized and depreciated on a straight-line basis over the period between drydockings, to a maximum of 2.5 years. At the date of acquisition of a vessel, we estimate the component of the cost thatcorresponds to the economic benefit to be derived until the first scheduled drydocking of the vessel under our ownership or bareboat charter and thiscomponent is depreciated on a straight-line basis over the remaining period through the estimated drydocking date. We expect that drydocking costs willincrease as our vessels age and if we acquire additional vessels. Administrative Expenses Our administrative expenses include payroll expenses, traveling, promotional and other expenses associated with us being a public company, which include thepreparation of disclosure documents, legal and accounting costs, director and officer liability insurance costs and costs related to compliance. We expect thatour administrative expenses will increase as we enlarge our fleet. Administrative Expenses Payable to Related Parties Our administrative expenses payable to related parties include cash remuneration of our executive officers and directors. Share Based Payments Until 2021, we operated an equity-settled, share based compensation plan. The value of the service received in exchange of the grant of shares is recognized asan expense. The total amount to be expensed over the vesting period, if any, was determined by reference to the fair value of the share awards at the grant date.The relevant expense was recognized in the income statement component of the consolidated statement of comprehensive income, with a correspondingimpact in equity. On March 13, 2024, we adopted a new equity incentive program. For more information, see “Item 6.E. Share Ownership—Equity IncentivePlan.” Impairment Loss and Reversal of Previously Recognized Impairment Losses We assess at each reporting date whether there is an indication that a vessel in our fleet may be impaired. Such indicators are:·Observable indications that the vessel’s value has declined/ increased significantly·Significant adverse / favorable changes in the technological, economic or legal environment incurred or are expected to be incurred and negatively /positively affect vessel’s value or decrease / increase its revenue generating ability·Market interest rates of return on investments have increased / decreased during the period, which will result in increase /decrease of the discountrate.The vessel’s recoverable amount is estimated when events or changes in circumstances indicate the carrying value may not be recoverable. If such indicationexists and where the carrying value exceeds the estimated recoverable amounts, the vessel is written down to its recoverable amount. The recoverable amountis the greater of fair value less costs to sell and value-in-use. In assessing value-in-use, the estimated future cash flows are discounted to their present valueusing a discount rate that reflects current market assessments of the time value of money and the risks specific to the vessel. Impairment losses are recognizedin the consolidated statement of comprehensive income. A previously recognized impairment loss is reversed only if there has been a change in the estimatesused to determine the asset’s recoverable amount since the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increasedto its recoverable amount. That increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairmentloss been recognized for the asset in prior years. Such reversal is recognized in the consolidated statement of comprehensive income. After such a reversal, thedepreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over itsremaining useful life. As of December 31, 2023 and 2022, no impairment indicators were identified for the Company’s vessels as the vessels’ recoverableamounts exceeded their carrying amounts. 79 Table of Contents We also assess at each reporting date whether there is any indication that an impairment loss recognized in prior periods for a vessel may no longer exist ormay have decreased. As of December 31, 2022, no indicators for reversal of impairment were present and no reversal of previously recognized impairmentlosses was required for the financial year ended December 31, 2022. Following the agreement to sell Sun Globe and given the significant increase in thevessel’s market value, we assessed that there were indications that impairment losses recognised in the previous periods with respect to this vessel haddecreased. Therefore, the carrying amount of the vessel was increased to its recoverable amount, determined based on selling price less cost to sell, and werecorded a reversal of impairment in the amount of $4.4 million during the first quarter of 2023. No indicators for reversal of impairment were present and noreversal of previously recognized impairment losses was required for the remaining financial year ended December 31, 2023. Gain/(Loss) on Sale of Vessels Gain or loss on the sale of vessels is the residual value remaining after deducting from the vessels’ sale proceeds, the carrying value of the vessels at therespective date of delivery to their new owners and the total expenses associated with the sale. On March 6, 2023, we, through a wholly owned subsidiary, entered into an agreement to sell the 2007-built Sun Globe for a gross price of $14.1 million,before commissions, to an unaffiliated third party. The vessel was delivered to its new owners on June 5, 2023. We recognized a gain of $71,000 as a result ofthe sale, which is included in the consolidated statement of comprehensive income for 2023. On August 11, 2023, we through a wholly owned subsidiary, entered into an agreement to sell the 2009-built Sky Globe for a gross price of $10.7 million,before commissions, to an unaffiliated third party. The vessel was delivered to its new owners on September 7, 2023. We recognized a gain of approximately$2.2 million as a result of the sale, which is included in the income statement component of the consolidated statement of comprehensive income for 2023. On August 16, 2023, we, through a wholly owned subsidiary, entered into an agreement to sell the 2010-built Star Globe for a gross price of $11.2 million,before commissions, to an unaffiliated third party. The vessel was delivered to its new owners on September 13, 2023. We recognized a gain of approximately$1.6 million as a result of the sale, which is included in the income statement component of the consolidated statement of comprehensive income for 2023. Other (Expenses)/Income, Net We include other operating expenses or income that is not classified otherwise. It mainly consists of provisions for insurance claims deductibles and refundsfrom insurance claims. Interest Income from Bank Balances & Bank Deposits We earn interest on the funds we have deposited with certain banks as well as from short-term certificates of deposit. Interest Expense and Finance Costs We incur interest expense and financing costs in connection with the indebtedness under our credit arrangements. We also incurred financing costs inconnection with establishing those arrangements, which is included in our finance costs and amortization and write-off of deferred finance charges. As ofDecember 31, 2023 and 2022, we had $52.6 million and $44.4 million of indebtedness outstanding under our then existing credit arrangements, respectively.We incurred interest expense and financing costs relating to our outstanding debt. We will incur additional interest expense in the future on our outstandingborrowings and under future borrowings to finance future acquisitions. Please see “Item 5.B. Liquidity and Capital Resources—Indebtedness” for furtherinformation. Gain/(Loss) on Derivative Financial Instruments Derivative financial instruments, including embedded derivative financial instruments, are initially recognized at fair value on the date a derivative contract isentered into and are subsequently remeasured at fair value. Changes in the fair value of these derivative instruments are recognized immediately in the incomestatement component of the consolidated statement of comprehensive income. These instruments are not designated for hedge accounting. 80 Table of Contents Foreign Exchange Gains/(Losses), Net We generate all our revenues from the trading of our vessels in U.S. dollars but incur a portion of our expenses in currencies other than the U.S. dollar. Weconvert U.S. dollars into foreign currencies to pay for our non-U.S. dollar expenses, which we then hold on deposit until the date of each transaction.Fluctuations in foreign exchange rates create foreign exchange gains or losses when we mark-to-market these non-U.S. dollar deposits. Because a portion ofour expenses is payable in currencies other than the U.S. dollar, our expenses may from time to time increase relative to our revenues as a result of fluctuationsin exchange rates, which could affect the amount of net income that we report in future periods. Factors Affecting Our Results of Operations We believe that the important measures for analyzing trends in our results of operations consist of the following: ØOwnership days. We define ownership days as the aggregate number of days in a period during which each vessel in our fleet has been owned orbareboat chartered in by us. Ownership days are an indicator of the size of our fleet over a period and affect both the amount of revenues and theamount of expenses that we record during a period. ØAvailable days. We define available days as the number of our ownership days less the aggregate number of days that our vessels are off-hire due toscheduled repairs or repairs under guarantee, vessel upgrades or special surveys. The shipping industry uses available days to measure the number ofdays in a period during which vessels should be capable of generating revenues. ØOperating days. Operating days are the number of available days in a period less the aggregate number of days that the vessels are off-hire due toany reason, including unforeseen circumstances but excluding days during which vessels are seeking employment. The shipping industry usesoperating days to measure the aggregate number of days in a period during which vessels generate revenues. ØFleet utilization. We calculate fleet utilization by dividing the number of our operating days during a period by the number of our available daysduring the period. The shipping industry uses fleet utilization to measure a company’s efficiency in finding suitable employment for its vessels andminimizing the amount of days that its vessels are off-hire for reasons other than scheduled repairs or repairs under guarantee, vessel upgrades andspecial surveys. ØAverage number of vessels. We measure average number of vessels by the sum of the number of days each vessel was part of our fleet during arelevant period divided by the number of calendar days in such period. ØTCE rates. We define TCE rates as our revenue less net revenue from our bareboat charters less voyage expenses during a period divided by thenumber of our available days during the period excluding bareboat charter days, which is consistent with industry standards. TCE is a non-GAAPmeasure. TCE rate is a standard shipping industry performance measure used primarily to compare daily earnings generated by vessels on timecharters with daily earnings generated by vessels on voyage charters, because charter hire rates for vessels on voyage charters are generally notexpressed in per day amounts while charter hire rates for vessels on time charters generally are expressed in such amounts. The following table reflects our ownership days, available days, operating days, average number of vessels and fleet utilization for the periods indicated. Year Ended December 31, 2023 2022 2021 2020 2019Ownership days 2,850 3,285 2,594 1,894 1,825Available days 2,754 3,073 2,531 1,778 1,788Operating days 2,710 3,029 2,477 1,733 1,756Fleet utilization 98.4% 98.5% 97.9% 97.5% 98.2%Average number of vessels 7.8 9.0 7.1 5.2 5.0Daily time charter equivalent (TCE) rate*$9,768 $18,227 $16,627 $5,210 $7,564 *Amounts subject to rounding. 81 Table of Contents We utilize TCE because we believe it is a meaningful measure to compare period-to-period changes in our performance despite changes in the mix of chartertypes (i.e., voyage charters, spot charters and time charters) under which our vessels may be employed between the periods. Our management also utilizesTCE to assist them in making decisions regarding employment of our vessels. We believe that our method of calculating TCE is consistent with industrystandards and is determined by dividing revenue after deducting voyage expenses, and net revenue from our bareboat charters, by available days for therelevant period excluding bareboat charter days. Voyage expenses primarily consist of brokerage commissions and port, canal and fuel costs that are unique toa particular voyage, which would otherwise be paid by the charter under a time charter contract. The following table reflects the Voyage Revenues to Daily Time Charter Equivalent (“TCE”) Reconciliation for the periods presented. Year Ended December 31, (Expressed in Thousands of U.S. Dollars, except number of days and daily TCE rates) 2023 2022 2021 2020 2019 Voyage revenues30,840 61,390 43,211 11,753 15,623Less: Voyage expenses3,936 5,373 1,128 2,490 2,098Net revenue26,904 56,017 42,083 9,263 13,525Available days2,754 3,073 2,531 1,778 1,788Daily TCE rate*9,768 18,227 16,627 5,210 7,564 *Amounts subject to rounding. Results of Operations The following is a discussion of our operating results for the year ended December 31, 2023 compared to the year ended December 31, 2022. Variances arecalculated on the numbers presented in the discussion over operating results. Year ended December 31, 2023 compared to the year ended December 31, 2022 As of December 31, 2023 and 2022, our fleet consisted of six vessels (one Supramax, four Kamsarmaxes and one Panamax) and nine vessels (fourSupramaxes, four Kamsarmaxes and one Panamax), respectively, with an aggregate carrying capacity of 453,745 dwt and 626,257 dwt, respectively. Duringthe years ended December 31, 2023 and 2022 we had an average of 7.8 and 9.0 dry bulk vessels in our fleet, respectively. For the year ended December 31, 2023, we had an operating income of $6.3 million, while for the year ended December 31, 2022, we had an operating incomeof $23.6 million. Voyage revenues. Voyage revenues decreased by $30.6 million, or 50%, to $30.8 million in 2023, compared to $61.4 million in 2022. The decrease isattributable to the decrease of the average number of vessels from 9.0 in 2022 to 7.8 in 2023 and the decrease of TCE from $18,227 in 2022 to $9,768 in 2023.In 2023, we had total operating days of 2,710 and fleet utilization of 98.4%, compared to 3,029 operating days and a fleet utilization of 98.5% in 2022. Theforegoing fleet utilization percentages are based upon the available days of each vessel, being the number of our ownership days less the aggregate number ofdays that our vessels are off-hire due to scheduled repairs or repairs under guarantee, vessel upgrades or special surveys. We also had 2,850 and 3,285ownership days in 2023 and 2022, respectively, which decrease is due to the sale of three of our vessels within 2023. Voyage expenses. Voyage expenses decreased by $1.5 million, or 28%, to $3.9 million in 2023, compared to $5.4 million in 2022. This decrease is attributed tothe lower TCE rates achieved within 2023 which led to fewer commission expense and the substantially more days of dry-docking repairs in 2022 compared to2023, which led to a higher bunker expense in 2022 compared to 2023. Vessel operating expenses. Vessel operating expenses decreased by $1.9 million, or 11%, to $16.1 million in 2023, compared to $18 million in 2022. Thebreakdown of our operating expenses for the year ended December 31, 2023 was as follows: Crew expenses51%Repairs and spares19%Insurance7%Stores14%Lubricants6%Other3% 82 Table of Contents The decrease is mainly attributed to the decrease of the fleet from 9.0 vessels on average for 2022 to 7.8 vessels on average for 2023. Daily vessel operatingexpenses increased from $5,483 in 2022 to $5,645 in 2023, representing an increase of 3%, mainly due to industry-wide inflationary pressures. Depreciation. Depreciation charge during the year ended December 31, 2023 reached $4.7 million compared to $5.6 million during 2022. This is mainlyattributed to the decrease of the fleet from 9.0 vessels on average for 2022 to 7.8 vessels on average for 2023. During the fourth quarter of 2022, we adjustedthe scrap rate from $380/ton to $440/ton due to the increased scrap rates worldwide. This resulted in a decrease of approximately $118,000 to the depreciationcharge included in the consolidated statement of comprehensive income for 2022. During the fourth quarter of 2023, we adjusted the scrap rate from $440/tonto $480/ton due to the increased scrap rates worldwide. This resulted in a decrease of approximately $62,000 to the depreciation charge included in theconsolidated statement of comprehensive income for 2023. Depreciation of dry-docking costs. Depreciation of dry-docking costs decreased by $0.4 million, or 9%, to $4.2 million in 2023, compared to $4.6 million in2022. The decrease is mainly attributed to the decrease of the fleet from 9.0 vessels on average for 2022 to 7.8 vessels on average for 2023. Administrative expenses. Administrative expenses increased by $0.6 million or 21% to $3.5 million in 2023, from $2.9 million in 2022. This is mainlyattributed to the increased personnel expenses in 2023 amounting to $2 million compared to $1.5 million in 2022. Administrative expenses payable to related parties. Administrative expenses payable to related parties amounted to $0.7 million in 2023, compared to $1.4million in 2022. In December 2021, we agreed to pay a one-time cash bonus of $1.5 million to Goldenmare Limited pursuant to the consultancy agreement,half of which was to be paid immediately and the other half during 2022, although this amount was paid in 2023. There was no such agreement for 2023. Interest expense and finance costs. Interest expense and finance costs increased by $2.1 million, or 91%, to $4.4 million in 2023, compared to $2.3 million in2022. Our weighted average interest rate for 2023 was 8.19% compared to 5.58% during 2022. Total borrowings outstanding as of December 31, 2023amounted to $52.6 million, compared to $44.4 million as of December 31, 2022. Our sole credit facility that was in place as of December 31, 2023 and 2022,the CIT Loan Facility, is denominated in U.S. dollars. Gain on derivative financial instruments. Following the entry into the CIT Loan Facility, we entered into an Interest Rate Swap agreement on May 10, 2021.Following the deed of accession, amendment and restatement of the CIT Loan Facility in August 2022, we also entered into a new swap agreement in order forthe additional borrower to enter into hedging transactions (separately from those entered by the other borrowers) with First-Citizens Bank & Trust Company(formerly known as CIT Bank N.A.). For the year ended December 31, 2023, the Company recognized a total gain of $0.4 million. The $0.2 million gain was in relation with the initial swapagreement entered in 2021, approximately $1.1 million was the interest for the interest rate swap during the year ended December 31, 2023, minus $0.9million loss is according to the interest rate swap valuation and is included in the consolidated statement of comprehensive income. For the year ended December 31, 2023, the Company recognized a gain of approximately $0.2 million in relation with the new swap agreement entered in2022, approximately $0.4 million was the interest for the interest rate swap during the year ended December 31, 2023, minus approximately $0.2 million lossis according to the interest rate swap valuation and is included in the consolidated statement of comprehensive income. For the year ended December 31, 2022, the Company recognized a total gain of $2.5 million. The $2 million gain was in relation with the initial swapagreement entered in 2021, approximately $1.6 million gain is according to the Interest Rate Swap valuation minus approximately $0.4 million was the interestfor the Interest Rate Swap during the year ended December 31, 2022, and is included in the consolidated statement of comprehensive income. 83 Table of Contents For the year ended December 31, 2022, the Company recognized a gain of approximately $514,000 in relation with the new swap agreement entered in 2022,approximately $493,000 of the gain is according to the Interest Rate Swap valuation and approximately $21,000 was the interest for the Interest Rate Swapduring the year ended December 31, 2022, and is included in the consolidated statement of comprehensive income. Reversal of Impairment. On March 6, 2023, we, through a wholly owned subsidiary, entered into an agreement to sell the 2007-built Sun Globe for a grossprice of $14.1 million, before commissions, to an unaffiliated third party. Following the agreement to sell Sun Globe and given the significant increase in thevessel’s market value, we assessed that there were indications that impairment losses recognized in the previous periods with respect to this vessel havedecreased. Therefore, the carrying amount of the vessel was increased to its recoverable amount, determined based on selling price less cost to sell, and werecorded reversal of impairment amounting $4.4 million, and is included in the consolidated statement of comprehensive income. Gain from the sale of vessels. Gain from sale of vessels amounted to $3.8 million for the year ended December 31, 2023. As a result of the sale of Sky Globeand Star Globe we recognized a gain of approximately $2.2 million and $1.6 million, respectively. Both vessels were delivered to their new owners inSeptember 2023. Interest Income. During the year ended December 31, 2023, interest income reached approximately $2.6 million compared to $0.4 million for the year endedDecember 31, 2022. This is mainly attributed to the increase of interest rates worldwide during 2023 and the fact that the Company has proceeded to secureshort-term time deposits. Gain from loan modification. Following the amendment and restatement of the CIT Loan Facility reached in August 2023 we recognized a gain onmodification amounted to approximately $0.4 million that had adjusted the carrying value of the loan and classified under Gain from the modification of theLoan in the consolidated statement of comprehensive income. Inflation Although inflation has had a moderate impact on our vessel operating expenses and corporate overheads, management does not consider inflation to be asignificant risk to direct costs in the current and foreseeable economic environment. It is anticipated that insurance costs, which have risen over the last threeyears, may well continue to rise over the next few years. Maritime transportation is a specialized area and the number of vessels is increasing. There willtherefore be an increased demand for qualified crew and this has and will continue to put inflationary pressure on crew costs. However, in a shippingdownturn, costs subject to inflation can usually be controlled because shipping companies typically monitor costs to preserve liquidity and encourage suppliersand service providers to lower rates and prices in the event of a downturn. B. Liquidity and Capital Resources Our primary sources of liquidity are cash flow from operations, cash on hand, equity offerings and long-term borrowings. We currently use our funds primarilyfor the acquisition of vessels generally, fleet renewal and repairs, drydocking for our vessels, payment of dividends (if any), debt repayments and satisfyingworking capital requirements as may be needed to support our business. Our ability to continue to meet our liquidity needs is subject to and will be affected bycash generated from operations, the economic or business environment in which we operate, shipping industry conditions, the financial condition of ourcustomers, vendors and service providers, our ability to comply with the financial and other covenants of our indebtedness, and other factors. We believe, given our current cash holdings, if dry bulk shipping rates do not decline significantly from current levels, our capital resources, including cashanticipated to be generated within the year, are sufficient to fund our operations for at least the next twelve months. Such resources include unrestricted cashand cash equivalents of $74.2 million as of December 31, 2023, which compares to a minimum liquidity requirement under our CIT Loan Facility of $900,000and a minimum cash reserve of $3 million as of December 31, 2023. Given the anticipated capital expenditures related to commitments under shipbuildingcontracts and drydockings during 2024-2026, we anticipate continuing to have significant cash expenditures. Refer to “—Capital Expenditures” below forfurther details. However, if market conditions were to worsen significantly, then our cash resources may decline to a level that may put at risk our ability to payour lender and other creditors. In May 2021, we entered into an agreement with First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.) fora loan facility of up to $34.25 million bearing interest at LIBOR plus a margin of 3.75% per annum. The proceeds of this financing were used to repay theoutstanding balance of the EnTrust Loan Facility. In August 2022, we entered into a deed of accession, amendment and restatement of the CIT Loan Facilitywith First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.), whereby the CIT Loan Facility was amended and restated and an additionalborrower, Salaminia Maritime Limited, acceded to the CIT Loan Facility. The CIT Loan Facility principal amount was increased to $52.25 million, by a top uploan amount of $18 million for the purpose of financing our vessel Orion Globe and for general corporate and working capital purposes. The CIT LoanFacility (including the new top up loan amount) became further secured by a first preferred mortgage over the vessel Orion Globe. Furthermore, the LIBORinterest provisions of the CIT Loan Facility were replaced with Term SOFR plus a margin of 3.35% (or 5.35% default interest) per annum. In August 2023, weentered into a second deed of accession, amendment and restatement of the CIT Loan Facility with First Citizens Bank & Trust Company (formerly known asCIT Bank N.A.), whereby the CIT Loan Facility was further amended and restated and two additional borrowers, Argo Maritime Limited and TalismanMaritime Limited, acceded to the CIT Loan Facility. The CIT Loan Facility was further increased to $72.25 million, by a top up loan amount of $25 millionfor the purpose of financing our vessels Diamond Globe and Power Globe and for general corporate and working capital purposes. The CIT Loan Facility(including the new top up loan amount) became further secured by first preferred mortgages over the vessels Diamond Globe and Power Globe. The CIT LoanFacility currently bears interest at Term SOFR together with an adjustment of 0.1% per annum plus a margin of 2.70% (or 4.70% default interest) per annum. 84 Table of Contents The mandatory debt repayments in 2024 under the CIT Loan Facility are $6.3 million, and we have already paid $1.6 million of such amount. As of December 31, 2023, our CIT Loan Facility contained covenants that require (1) a minimum loan (including any exposure under a related swapagreement) to value ratio of 70% until May 2024, and thereafter 65% and (2) a maximum leverage ratio of 0.75:1.00. If the values of our vessels were todecline as a result of COVID-19 or otherwise, we may not satisfy these requirements. If we do not satisfy these requirements, we will need to post additionalcollateral or prepay outstanding loans to bring us back into compliance, or we will need to seek waivers, which may not be available or may be subject toconditions. In the future, we may require capital to fund acquisitions or to improve or support our ongoing operations and debt structure, particularly in light of economicconditions resulting from the Russian/Ukraine conflict and the Israel/Hamas war, and general conditions in the dry bulk market. We may from time to timeseek to raise additional capital through equity or debt offerings, including sale and leaseback transactions, selling vessels or other assets, pursuing strategicopportunities, or otherwise. We may also from time to time seek to incur additional debt financing from private or public sector sources, refinance ourindebtedness or obtain waivers or modifications to our credit agreements to obtain more favorable terms, enhance flexibility in conducting our business, orotherwise. We may also seek to manage our interest rate exposure through hedging transactions. We may seek to accomplish any of these independently or inconjunction with one or more of these actions. However, if market conditions are unfavorable, we may be unable to accomplish any of the foregoing onacceptable terms or at all. As of December 31, 2023, we were in compliance with all financial covenants under the CIT Loan Facility. As of December 31, 2023, we had approximately $3.6 million in “restricted cash.” As of December 31, 2023, we had an aggregate debt outstanding of $52.6million, from the CIT Loan Facility. Please see “–Cash Flows” below to see our cash position at December 31, 2023. On February 23, 2024, we, through our subsidiary Daxos Maritime Limited, entered into a $28 million sale and leaseback agreement with SK ShipholdingS.A., a subsidiary of Shinken, with respect to the approximately 64,000 dwt bulk carrier to be named “GLBS MIGHT,” which is scheduled to be deliveredduring the third quarter of 2024. For more information regarding the terms of the sale and leaseback agreement and our other financing arrangements, see “—Indebtedness.” Our primary uses of funds have been vessel operating expenses, general and administrative expenses, expenditures incurred in connection with ensuring thatour vessels comply with international and regulatory standards, financing expenses, installments under construction contracts and repayments of bank loans. Working capital, which is current assets, minus current liabilities, amounted to approximately $69.8 million as of December 31, 2023 and to $45.4 million asof December 31, 2022. If we are unable to satisfy our liquidity requirements, we may not be able to continue as a going concern. Six of our vessels are pledgedas collateral to the banks, and therefore if we were to sell one or more of those vessels, the net proceeds of such sale would be used first to repay theoutstanding debt to which the vessel collateralized, and the remainder, if any, would be for our use, subject to the terms of our remaining loan and creditarrangements. 85 Table of Contents Cash Flows Cash and cash equivalents were $74.2 million in unrestricted bank deposits as of December 31, 2023, and $52.8 million in unrestricted bank deposits as ofDecember 31, 2022. Restricted cash that consists of cash pledged as collateral was $3.6 million at the end of 2023, and $6 million at the end of 2022. We consider highly liquidinvestments such as bank time deposits with an original maturity of three months or less to be cash equivalents. Net Cash Generated From / (Used In) Operating Activities Net cash used in operating activities in 2023 amounted to $4.5 million, compared to net cash generated from operating activities of $26.9 million in 2022. Thedecrease is primarily attributable to a decrease in the average number of vessels of our fleet and the average TCE rates achieved by the vessels in our fleet in2023 compared to 2022. Net Cash Generated From / (Used In) Investing Activities Net cash generated from investing activities was $18.4 million during the year ended December 31, 2023, which was mainly attributable to the net proceedsfrom the sale of certain of our vessels amounting to $35.1 million and $2.6 million from interest received, partially offset by the advances of $19.1 million paidfor the newbuildings during 2023, and vessels’ improvements and purchases of office furniture and equipment amounting to $0.2 million. Net cash used in investing activities was $29 million during the year ended December 31, 2022, which was mainly attributable to the advances paid for thethree newbuildings during 2022. Net Cash Generated From Financing Activities Net cash generated from financing activities during the year ended December 31, 2023 amounted to $7.4 million and consisted of $25 million proceeds fromour new deed of accession, amendment and restatement of the CIT Loan Facility entered into in August 2023 and a $2.3 million decrease in pledged bankdeposits, partially offset by the $0.4 million payment of financing costs, $2.5 million of interest paid, $6.2 million of indebtedness that we repaid and $10.5million of indebtedness that we prepaid and a $0.3 million repayment of lease liability. Net cash generated from financing activities during the year ended December 31, 2022 amounted to $9.7 million and consisted of $18 million proceeds fromour new deed of accession, amendment and restatement of the CIT Loan Facility entered into in August 2022, partially offset by $0.3 million payment offinancing costs, $1.6 million of interest paid, $5.4 million of indebtedness that we repaid, a $0.7 million increase of pledged bank deposits and a $0.3 millionrepayment of lease liability. Please see “Item 5. A. Operating Results” of our Form 20-F filed with the SEC on March 20, 2023 for a discussion of the year-to-year comparison between2022 and 2021. Please see “Item 5. B. Liquidity and Capital Resources” of our Form 20-F filed with the SEC on March 20, 2023 for a discussion of theliquidity and capital resources that we had in 2022. Indebtedness We operate in a capital-intensive industry which requires significant amounts of investment, and we fund a portion of this investment through long-term bankdebt. As of December 31, 2023 and 2022, we and our vessel-owning subsidiaries had outstanding borrowings under the CIT Loan Facility of an aggregate of $52.6million and $44.4 million, respectively. EnTrust Loan Facility On June 24, 2019, the Company drew down $37 million and fully prepaid the existing loan facilities with Hamburg Commercial Bank AG (formerly known asHSH Nordbank AG) and Macquarie Bank International Limited. The loan facility was in the names of Devocean Maritime Ltd., Domina Maritime Ltd, DulacMaritime S.A., Artful Shipholding S.A. and Longevity Maritime Limited as the borrowers and is guaranteed by Globus. The loan facility bore interest atLIBOR plus a margin of 8.50% (or 10.5% default interest) for interest periods of three months. This loan facility was referred to as EnTrust Loan Facility. 86 Table of Contents In March 2021, the Company prepaid $6.0 million of the Entrust loan facility, which represented all amounts that would otherwise come due during calendaryear 2021 and on May 10, 2021, the Company fully prepaid the balance of the EnTrust Loan facility. CIT Loan Facility In May 2021, we entered into a term loan facility with First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.) (the “CIT Loan Facility”),relating to the refinancing of our ships, the River Globe, Sky Globe, Star Globe, Moon Globe, Sun Globe, and Galaxy Globe. The borrowers under the CITLoan Facility were originally Devocean Maritime Ltd., Domina Maritime Ltd, Dulac Maritime S.A., Artful Shipholding S.A., Longevity Maritime Limited andSerena Maritime Limited. The CIT Loan Facility is guaranteed by Globus Maritime Limited. We fully drew $34.25 million under the CIT Loan Facility onMay 10, 2021 and used a significant portion of the proceeds to fully repay the amounts outstanding under our loan agreement with EnTrust. We also enteredinto a swap agreement with respect to LIBOR. We paid First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.) an upfront fee in theamount of 1.25% of the total commitment of the loan. On August 5, 2022, we entered into a deed of accession, amendment and restatement of the CIT Loan Facility with First Citizens Bank & Trust Company(formerly known as CIT Bank N.A.), whereby the CIT Loan Facility was amended and restated and an additional borrower, Salaminia Maritime Limited,acceded to the CIT Loan Facility. The CIT Loan Facility principal amount was increased to $52.25 million, by a top up loan amount of $18 million for thepurpose of financing our vessel Orion Globe and for general corporate and working capital purposes. The CIT Loan Facility (including the new top up loanamount) became further secured by a first preferred mortgage over the vessel Orion Globe. Furthermore, the LIBOR interest provisions of the CIT LoanFacility were replaced with Term SOFR plus a margin of 3.35% (or 5.35% default interest) per annum. We fully drew the $18 million top up loan amountunder the CIT Loan Facility on August 10, 2022. We also entered into a new swap agreement in order for the additional borrower to enter into hedgingtransactions (separately from those entered by the other borrowers) with First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.) and wepaid First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.) an upfront fee in the amount of 1.00% of the top up loan amount. On March 6, 2023, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2007-built Sun Globe. On May 10, 2023, theCompany prepaid the total remaining amount of $3.7 million of the CIT Loan Facility tranche of Longevity Maritime Limited (the owning company of thevessel Sun Globe) in order to conclude the sale and delivery of the vessel to the new owners which took place on June 5, 2023. On August 10, 2023, we entered into a second deed of accession, amendment and restatement of the CIT Loan Facility with First Citizens Bank & TrustCompany (formerly known as CIT Bank N.A.), whereby the CIT Loan Facility was further amended and restated and two additional borrowers, ArgoMaritime Limited and Talisman Maritime Limited, acceded to the CIT Loan Facility. The CIT Loan Facility was further increased to $72.25 million, by a topup loan amount of $25 million for the purpose of financing our vessels Diamond Globe and Power Globe and for general corporate and working capitalpurposes. The CIT Loan Facility (including the new top up loan amount) became further secured by first preferred mortgages over the vessels Diamond Globeand Power Globe. We fully drew the $25 million top up loan amount under the CIT Loan Facility on August 10, 2023. We paid First Citizens Bank & TrustCompany (formerly known as CIT Bank N.A.) an upfront fee in the amount of 1.25% of the top up loan amount. On August 11, 2023, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2009-built Sky Globe. On August 29, 2023 theCompany prepaid the total remaining amount of $3.3 million of the CIT Loan Facility tranche of Domina Maritime Ltd (the owning company of the vesselSky Globe) in order to conclude the sale and delivery of the vessel to the new owners which took place on September 7, 2023. On August 16, 2023, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2010-built Star Globe. On September 7, 2023 theCompany prepaid the total remaining amount of $3.6 million of the CIT Loan Facility tranche of Dulac Maritime S.A. (the owning company of the vessel StarGlobe) in order to conclude the sale and delivery of the vessel to the new owners which took place on September 13, 2023. Following the conclusion of the second amendment and restatement of the CIT Loan Facility and the sales of the vessels Sun Globe, Sky Globe and StarGlobe, described above, the vessels securing the CIT Loan Facility are the Diamond Globe, Power Globe, Orion Globe, River Globe, Moon Globe, and GalaxyGlobe. The remaining borrowers under the CIT Loan Facility are Devocean Maritime Ltd., Artful Shipholding S.A., Serena Maritime Limited, SalaminiaMaritime Limited, Argo Maritime Limited and Talisman Maritime Limited and the CIT Loan Facility remains guaranteed by Globus Maritime Limited. 87 Table of Contents The CIT Loan Facility currently bears interest at Term SOFR together with an adjustment of 0.1% per annum plus a margin of 2.70% (or 4.70% defaultinterest) per annum. It consists of six tranches, which shall be repaid in consecutive quarterly installments with the final installment due on the first fourtranches in May 2026 and on the final two tranches in August 2027. Through May 2026, each quarterly installment for all six tranches is an aggregate amountof $1,564,394, with the balloon payment due in May 2026 for the first four tranches being an aggregate amount of $19,040,909. Thereafter, each quarterlyinstallment for the remaining two tranches is an aggregate amount of $500,000, with the balloon payment due in August 2027 for the remaining two tranchesin an aggregate amount of $17,000,000. The CIT Loan Facility may be prepaid prior to maturity. If the prepayment of the tranche financing Orion Globe occurs on or before August 10, 2024, theprepayment fee is 1% of the amount prepaid, subject to certain exceptions. If the prepayment of the tranche financing either Diamon Globe or Power Globeoccurs on or before August 2024, the prepayment fee is 2% of the amount prepaid and thereafter until August 2025, the prepayment fee is 1% of the amountprepaid, subject to certain exceptions. We cannot reborrow any amount of the CIT Loan Facility that is prepaid or repaid. The CIT Loan Facility is currently secured by: ·first preferred mortgages over m/v River Globe, m/v Moon Globe, m/v Diamond Globe, m/v Power Globe, m/v Galaxy Globe and m/v Orion Globe; ·pledges over the shares of each borrower; and ·pledges over bank accounts, a pledge of each borrower’s rights under any swap agreement in respect of the CIT Loan Facility, a general assignmentover each vessel’s earnings, insurances and any requisition compensation in relation to that vessel, and an assignment of the rights of GlobusMaritime with respect to any indebtedness owed to it by the borrowers. We are not permitted, without the written consent of First-Citizens Bank & Trust Company, to enter into a charter the duration of which exceeds or is capableof exceeding, by virtue of any optional extensions, 12 months. The CIT Loan Facility contains various covenants requiring the borrowers and/or Globus Maritime Limited to, among other things, ensure that: ·the borrowers maintain a minimum cash reserve at all times of not less than $500,000 for each mortgaged ship; ·a minimum loan (including any exposure under a related swap agreement) to value ratio of 70% is maintained until May 2024, and thereafter 65%; ·each borrower maintains in its earnings account minimum liquidity of $150,000 in respect of each vessel owned by it then subject to a mortgage; ·Globus Maritime Limited maintains cash in an amount of not less than $150,000 for each vessel that it owns that is not subject to a mortgage as partof the CIT Loan Facility; ·Globus Maritime Limited maintains a maximum leverage ratio of 0.75:1.00; and ·if Globus Maritime Limited pays a dividend, subject to certain exceptions, then the debt service coverage ratio (i.e., aggregate EBITDA of GlobusMaritime Limited for any period to the debt service for such period) after such dividend and for the remaining tenure of the CIT Loan Facility shallbe at least 1.15:1.00. Each borrower must create a reserve fund in the reserve account to meet the anticipated dry docking and special survey fees and expenses for the relevantvessel owned by it and (for certain vessels) the installation of a ballast water treatment system on the vessel owned by it by maintaining in the reserve accounta minimum credit balance that may not be withdrawn (other than for the purpose of covering the documented and incurred costs and expenses for the nextspecial survey of that ship). Amounts must be paid into this reserve account quarterly, such that $1,200,000 is set aside by each borrower for its vessel’s specialsurvey, except for Serena Maritime Limited and Salaminia Maritime Limited, each of which is required to set aside quarterly payments that aggregate to$900,000, Argo Maritime Limited, which is required to set aside quarterly payments that aggregate to $675,000, and Talisman Maritime Limited, which isrequired to set aside quarterly payments that aggregate to $315,000. 88 Table of Contents The CIT Loan Facility also contains limitations on the occurrence of additional indebtedness by each borrower, other than indebtedness that is subordinated tothe CIT Loan Facility indebtedness and/or indebtedness incurred in the ordinary course of owning, operating, trading, chartering, maintaining and repairing thevessel owned by the relevant borrower that does not exceed $500,000 or $50,000, depending on the circumstances set out in the CIT Loan Facility. Globus Maritime Limited is prohibited from making dividends (other than up to $1,000,000 annually on or in respect of its preferred shares) in cash or redeemor repurchase its common shares unless there is no event of default under the CIT Loan Facility, the net loan (including any exposure under a related hedgingagreement) to value ratio is less than 60% before the making of the dividend and Globus Maritime Limited is in compliance with the debt service coverageratio, and Globus Maritime Limited must prepay the CIT Loan Facility in an equal amount of the dividend. The CIT Loan Facility also prohibits certain changes of control, including, among other things, the delisting of Globus from Nasdaq or another internationallyrecognized stock exchange, or the acquisition by any person or group of persons (acting in concert) of a majority of the shareholder voting rights or the abilityto appoint a majority of board members or to give directions with respect to the operating and financial policies of Globus Maritime Limited with which thedirectors are obliged to comply, other than those persons disclosed to First-Citizens Bank & Trust Company (formerly known as CIT Bank N.A.) on or aroundthe date of the CIT Loan Facility and their affiliates and immediate family members. As at December 31, 2023, the Company was in compliance with the covenants of the CIT Loan Facility. We believe that the CIT Loan Facility and the sale andleaseback arrangement referenced below are adequate to meet our needs for the foreseeable future based on our current fleet. Financing arrangements post-December 31, 2023 $28 million Sale and Leaseback Agreement – GLBS MIGHT On February 23, 2024, we, through our subsidiary Daxos Maritime Limited (“Daxos”), entered into a $28 million sale and leaseback agreement with SKShipholding S.A., a subsidiary of Shinken, with respect to the approximately 64,000 dwt bulk carrier to be named “GLBS MIGHT,” which is scheduled to bedelivered during the third quarter of 2024. Upon delivery of the vessel, we expect to bareboat charter back the vessel for a charter period of 10 years. Charterhire shall be paid monthly, in consecutive instalments consisting of (i) a fixed amount equal to $3,000 per day for the first three years from the delivery date,$3,200 per day for the next two years, $3,300 per day for the two years following, and $3,800 per day for the final three years and (ii) a variable amount pricedat Term SOFR plus a 2.1% margin for the first three years from the delivery date, Term SOFR plus a 2.45% margin for the following four years, and TermSOFR plus a 2.35% margin for the final three years. The deposit and balance payable under the memorandum of agreement (the “MOA”) in connection of thesale to the vessel to SK Shipholding S.A., as well as the performance of Daxos’ obligations under both the MOA and the bareboat charter are guaranteed byus. As part of this transaction, we will have continuous options to buy back the vessel following the third anniversary of its delivery, at purchase pricesstipulated in the bareboat charter depending on when the option is exercised. At the end of the ten-year period, we will have an obligation to buy back thevessel at a purchase price of $15,809,000. Financial Instruments The major trading currency of our business is the U.S. dollar. Movements in the U.S. dollar relative to other currencies can potentially impact our operatingand administrative expenses and therefore our operating results. We believe that we have a low-risk approach to treasury management. Cash balances are invested in term deposit accounts, with their maturity dates projectedto coincide with our liquidity requirements. Credit risk is diluted by placing cash on deposit with a variety of institutions in Europe, including a small numberof banks in Greece, which are selected based on their credit ratings. We have policies to limit the amount of credit exposure to any particular financialinstitution. As of December 31, 2023 and 2022, we did not use any financial instruments designated in our consolidated financial statements as those with hedgingpurposes. 89 Table of Contents Capital Expenditures We make capital expenditures from time to time in connection with our vessel acquisitions or vessel improvements. On June 9, 2021, we took delivery of the m/v “Diamond Globe”, a 2018-built Kamsarmax dry bulk carrier, through its subsidiary, Argo Maritime Limited, fora purchase price of $27 million financed with available cash. The m/v “Diamond Globe” was built at Jiangsu New Yangzi Shipbuilding Co., Ltd and has acarrying capacity of 82,027 dwt. On July 20, 2021, we took delivery of the m/v “Power Globe”, a 2011-built Kamsarmax dry bulk carrier, through its subsidiary, Talisman Maritime Limited,for a purchase price of $16.2 million financed with available cash. The m/v “Power Globe” was built at Universal Shipbuilding Corporation in Japan and has acarrying capacity of 80,655 dwt. On November 29, 2021, we took delivery of the m/v “Orion Globe”, a 2015-built Kamsarmax dry bulk carrier, through its subsidiary, Salaminia MaritimeLimited, for a purchase price of $28.4 million financed with available cash. The m/v “Orion Globe” was built at Tsuneishi Zosen in Japan and has a carryingcapacity of 81,837 dwt. On April 29, 2022, we entered into a contract, through our subsidiary Calypso Shipholding S.A., for the construction and purchase of one fuel efficient bulkcarrier with a carrying capacity of approximately 64,000 dwt. The vessel was built at Nihon Shipyard Co. in Japan. The total consideration for the constructionof the vessel was approximately $37.5 million, which we financed with equity. In May 2022, we paid the first installment of $7.4 million, in March 2023, wepaid the second installment of $3.8 million, in September 2023, we paid the third installment of $3.7 million and in November 2023, we paid the fourthinstallment of $3.7 million. On January 22, 2024, we paid the final installment of $18.5 million and on January 25, 2024 we took delivery of m/v GLBS Hero. On May 13, 2022, we signed two contracts, through our subsidiaries Daxos Maritime Limited and Paralus Shipholding S.A., for the construction and purchaseof two fuel efficient bulk carriers with a carrying capacity of approximately 64,000 dwt each. The sister vessels will be built at Nantong COSCO KHI ShipEngineering Co. in China, with the first one scheduled to be delivered during the third quarter of 2024 and the second one scheduled to be delivered during thefourth quarter of 2024. The total consideration for the construction of both vessels is approximately $70.3 million, which we intend to finance with acombination of debt and equity. In May 2022 we paid the first installment of $13.8 million and in November 2022 we paid the second installment of $6.9million for both vessels under construction. On August 18, 2023, we signed two contracts, through Thalia Shipholding S.A. and Olympia Shipholding S.A., for the construction and purchase of two fuelefficient bulk carrier of approximately 64,000 dwt each. The two vessels will be built at Nihon Shipyard Co. and are scheduled to be delivered during thesecond half of 2026. The total consideration for the construction of both vessels is approximately $75.5 million, which we intend to finance with acombination of debt and equity. In August 2023, we paid the first installment of $7.5 million for both vessels under construction. We have no other binding agreements to purchase any additional vessels but may do so in the future. We expect that any purchases of vessels will be paid forwith cash from operations, with funds from new credit facilities from banks with whom we currently transact business, with loans from banks with whom wedo not have a banking relationship but will provide us funds at terms acceptable to us, with funds from equity or debt issuances, including sale and leasebacktransactions, or any combination thereof. We incur additional capital expenditures when our vessels undergo surveys. This process of recertification may require us to reposition these vessels from adischarge port to shipyard facilities, which will reduce our operating days during the period. The loss of earnings associated with the decrease in operatingdays, together with the capital needs for repairs and upgrades, is expected to result in increased cash flow needs. We expect to fund these expenditures withcash on hand. C. Research and Development, Patents and Licenses, etc. We incur, from time to time, expenditures relating to inspections for acquiring new vessels that meet our standards. Such expenditures are insignificant andthey are expensed as they incur. 90 Table of Contents D. Trend Information Our results of operations depend primarily on the charter rates earned by our vessels. Since the start of the financial crisis in 2008 the performance of the BDIhas been characterized by high volatility, as the growth in the size of the dry bulk fleet outpaced growth in vessel demand for an extended period of time.Specifically, in the period from 2010 to 2020, the size of the fleet in terms of deadweight tons grew by an annual average of about 6.0% while thecorresponding growth in demand for dry bulk carriers grew by 3.1%, resulting in a drop of about 61% in the value of the BDI over the period. The global drycargo fleet is forecasted to grow 2.7% in 2024 and 1.9% in 2025, according to BIMCO, and BIMCO expects cargo demand to grow by 0-1% in 2024 and 0.5-1.5% in 2025. BIMCO estimates that the dry bulk orderbook is 8.7% of the current fleet as of January 2024, with a 12% newbuilding contracting in 2023, halfof which are expected to be delivered after 2025.Charter (or hire) rates paid for dry bulk vessels are generally a function of the underlying balance between vessel supply and demand. Over the past 25 years,dry bulk cargo charter rates have passed through cyclical phases and changes in vessel supply and demand have created a pattern of rate “peaks” and“troughs.” Generally, short-term or spot/voyage charter rates will be more volatile than time charter rates, as they reflect short-term movements in demand andmarket sentiment. The BDI remained significantly depressed from 2008-2019. In 2021, the BDI rose to a high of 5,650 on October 7, 2021 and had a low of1,303 on February 10, 2021. In 2022, the BDI ranged from a low of 965 on August 31, 2022 to a high of 3,369 on May 23, 2022. In 2023, the BDI rangedfrom a low of 530 on February 16, 2023 to a high of 3,346 on December 4, 2023. During calendar year 2024 to March 13, 2024, the BDI has ranged from ahigh of 2,377, (on March 11, 2024) to a low of 1,308 (on January 17, 2024). In the beginning of 2024, the International Monetary Fund forecasted the global economy to grow by 2.9% for the year 2024 and 3.1% for the year 2025. The Black Sea region is an important area for dry bulk shipping, as major grain cargoes are loaded and transported in the Black Sea for worldwide discharging.As hostilities continue, we are aware that these grain volumes may be sourced elsewhere. This means increased ton miles for the dry bulk fleets as thesecommodities will need to be sourced possibly from the USG or ECSA areas, and travel to the Far East. As a result, the coal trade flows may be significantlyaffected especially in the event that countries and regions decide to move away from Russian sourced energy commodities; these then will have to be sourcedfrom elsewhere - potentially through faraway overseas routes. As hostilities enter their third year, there continues to be significant volatility and increaseduncertainty with a significant impact on the dry bulk market. If these conditions are sustained, the longer-term net impact on the dry bulk shipping market andour business would be difficult to predict. However, such events may have unpredictable consequences, and contribute to instability in global economy, adecrease in supply or cause a decrease in worldwide demand for certain goods and, thus, shipping. In addition, disruptions in the Red Sea and the Panama Canal could lead to longer sailing distances, with the possibility of ships being rerouted for longerdistances to get to certain points, resulting in increased need for ships. In particular, following the outbreak of the 2023 Israel–Hamas war, missile attacks bythe Houthis have been reported at vessels passing off Yemen’s coast in the Red Sea in December 2023. This has caused several vessels to divert via the Capeof Good Hope in South Africa, in order to avoid transiting the Red Sea. The initial effect of Red Sea tensions on the dry bulk market has been positive for thedry bulk market as the longer route via the Cape of Good Hope is absorbing more vessels, thereby reducing supply. Looking forward, it is impossible topredict the course of this conflict and whether there would be any serious escalation emanating from the current state of affairs. Similar to the conflict inUkraine, we believe that a generalized conflict involving several Middle Eastern nations would possibly result in higher inflation and possibly slowereconomic growth, which could potentially have an adverse effect on the demand for dry bulk commodities. To the extent that Red Sea tensions remaincontained to the region, the effects on the dry bulk market could be similar to what we have seen so far. Apart from the effect on the dry bulk market, thecurrent situation presents a significant safety hazard for all vessels transiting the Red Sea, and could ultimately potentially result in heavy damage beingsustained due to successful missile strikes. The dry bulk orderbook stands at 86.8 million dwt, or 8.7% of the world’s total dry bulk fleet. BIMCO estimates that Panamax and Supramax fleets willaccount for 71% of deliveries in 2024-25. This could lead to recycling of older ships or reduced rates for those size ships if there is an increase in supply. Please read “Item 4.B. Business Overview,” “Item 5. A. Operating Results” and “Item 5. B. Liquidity and Capital Resources.” E. Critical Accounting Estimates Because we apply in our primary financial statements IFRS as issued by the IASB, we are not required to discuss information about our critical accountingestimates here. 91 Table of Contents Item 6. Directors, Senior Management and Employees A. Directors and Senior Management The following table sets forth information regarding our executive officers, our directors and our secretary. Our articles of incorporation provide for a board ofdirectors serving staggered, three-year terms, other than any members of our board of directors that may serve at the option of the holders of preferred shares,if any are issued with relevant appointment powers. The term of our Class I directors expires at our annual general meeting of shareholders in 2026, the termof our Class II directors expires at our annual general meeting of shareholders in 2024, and the term of our Class III directors expires at our annual generalmeeting of shareholders in 2025. Officers are appointed from time to time by our board of directors and hold office until a successor is appointed or theiremployment is terminated. The business address of each of the directors and officers is c/o Globus Shipmanagement Corp., 128 Vouliagmenis Avenue, 3rdFloor, 166 74 Glyfada, Attica, Greece. Name Position AgeGeorgios Feidakis Director, Chairman of the Board of Directors 73Ioannis Kazantzidis Director 73Jeffrey O. Parry Director 64Athanasios Feidakis Director, President, Chief Executive Officer, ChiefFinancial Officer 37Christina Tampourea Director 51Olga Lambrianidou Secretary 68 Biographical information with respect to each of our directors and our officers is set forth below. Georgios (“George”) Feidakis, a Class III director, is our founder and has served as our non-executive chairman of our board of directors since inception. Mr.George Feidakis is also the major shareholder and Chairman of F.G. Europe S.A., or FG Europe, a company he has been involved with since 1994 and acts asa director and executive for several of its subsidiaries. FG Europe has been our landlord since August 2022. FG Europe is active in four lines of business anddistributes well-known brands of appliances and electronics in Greece, the Balkans, Turkey, Italy and the U.K. FG Europe is also active in the air-conditioning,household appliances and electronics market in Greece and ten other countries in Europe as well as in the production of renewal energy. Mr. George Feidakisis also the director and chief executive officer of R.F. Energy S.A., a company that plans, develops and controls the operation of energy projects, and acts as adirector and executive for several of its subsidiaries. Since January 31, 2017, Mr. Feidakis has been the majority shareholder of Eolos Shipmanagement SA.Mr. Feidakis is also a principal shareholder of Cyberonica S.A., a family-owned company specializing in real estate, which was our landlord until August2022. Athanasios (“Thanos”) Feidakis,* a Class I director was appointed to our board of directors in July 2013. In December 2015, Mr. Athanasios Feidakis wasalso appointed our President, CEO and CFO, and is our sole executive officer. From October 2011 through June 2013, Mr. Athanasios Feidakis worked for ouroperations and chartering department as an operator. Prior to that and from September 2010 to May 2011, Mr. Athanasios Feidakis worked for ACM, ashipbroking firm, as an S&P broker, and from October 2007 to April 2008, he worked for Clarksons, a shipbroking firm, as a chartering trainee on the drycargo commodities chartering and on the sale and purchase of vessels. From April 2011 to April 2016, Mr. Athanasios Feidakis was a director of F.G. EuropeS.A., a company controlled by his family, specializing in the distribution of well-known brands in Greece, the Balkans, Turkey, Italy and UK. From December2008 to December 2015, Mr. Athanasios Feidakis was the President of Cyberonica S.A., a family-owned company specializing in real estate development. Mr.Athanasios Feidakis holds a B.Sc. in Business Studies and a M.Sc. in Shipping Trade and Finance from Bayes Business School (formerly known as CassBusiness School) of City University in London and an MBA from London School of Economics. In addition, Mr. Athanasios Feidakis has professionalqualifications in dry cargo chartering and operations from the Institute of Chartered Shipbrokers. Jeffrey O. Parry, a Class II director, has served on our board of directors since July 2010. Mr. Parry is managing partner of Mystic Marine Advisors LLC, aConnecticut-based firm providing strategic advice and execution to turnaround and emerging companies and their stakeholders, which he founded in 1998. Mr.Parry is an independent board member of Elevai Labs, Inc. a California-based skin care company since September 2022 and an independent board director ofDigitrax Entertainment, Inc., a Tennessee-based music technology company, since October 2022. Mr. Parry was chairman of the board of directors of TBSShipping Limited from April 2012 until March 2018. From July 2008 to October 2009, he was president and chief executive officer of Nasdaq-listed AriesMaritime Transport Limited. Mr. Parry holds a B.A. from Brown University and an MBA from Columbia University. 92 Table of Contents Ioannis Kazantzidis, a Class I director, was appointed to our board in November 2016 to fill a vacancy in our board of directors. Mr. Kazantzidis has been theprincipal of Porto Trans Shipping LLC, a shipping and logistics company based in the United Arab Emirates, since 2007. Between 1987 to 2007, Mr.Kazantzidis was with HSBC Group, where he served in managerial positions participating in the development and implementation of financial systems inmultiple locations. Mr. Kazantzidis has been a Director of Saeed Mohammed Heavy Equipment Trading LLC, a general trading company, based in Jebel Ali,UAE from 2009 to 2023. Mr. Kazantzidis has served as the Chairman of Nazaki Corporation, a private investment company based in the British Virgin Islands,since 1988. Mr. Kazantzidis was the Chairman of Fisherman’s Wharf Pvt Ltd from 1989 to 2015, and a director of Dow Corning Lanka Pvt Ltd from 2000 to2013 and Propasax Pvt Ltd from 2010 to 2015. As of December 31, 2020, to December 31, 2023 Mr. Kazantzidis was a director of Longdon Place DevelopersLLC. Christina Tampourea, a Class II director, was appointed to our board on March 13, 2024. Ms. Tampourea has been the Group Chief Commercial Officer ofIASO Group of hospitals since 2014. She is an experienced executive in the health care and hospital industry since 2001. She is a Member of the OperationalCommittee and Management team. She possesses in depth knowledge in hospital operations, people management and organizational development as well as indevelopment and running of commercial operations specializing in the implementation of strategies with the ultimate objective to improve customerexperience and deliver financial growth to the organization. Additionally, she has been actively involved in greenfield project teams in charge of setting upnew healthcare units in Greece. Ms. Tampourea holds a Bachelor of Science Degree in Business Administration, with a Double major in Marketing andManagement from the American College “Deree College” of Athens Greece. She currently serves as a board member in four companies: ELITOUR GreekHealth Tourism Council in Greece as of March 2020; IASO Thessaly, a private hospital since September 2022 and its sister affiliate, the Institute of Life atIASO since September 2022; and as a board member at the Plakentia Veterinary Clinic since 2023.Olga Lambrianidou, our secretary, has been a corporate consultant to the Company since November 2010, and was appointed as secretary to the Company inDecember 2012. Prior to joining Globus, Ms. Lambrianidou was the Corporate Secretary and Investor Relations Officer of NewLead Holdings Ltd., formerlyknown as Aries Maritime Limited from 2008 to 2010, and of DryShips Inc., a publicly traded dry bulk shipping company from 2006 to 2008. Ms.Lambrianidou was Corporate Secretary, Investor Relations Officer and Human Resources Manager with OSG Ship Management (GR) Ltd., formerly known asStelmar Shipping Ltd., from 2000 to 2006. Prior to 2000, Ms. Lambrianidou worked in the banking and insurance fields in the United States. She holds a BBADegree in Marketing/English Literature from Pace University and an MBA Degree in Banking/Finance from the Lubin School of Business of Pace Universityin New York. *Athanasios Feidakis is the son of our Chairman, George Feidakis. Other than the aforementioned, there are no other family relationships between any of ourdirectors and our officers. There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any personreferred to above was selected as a director or member of senior management. See, however, the covenants of our CIT Loan Facility. The Company is not aware of any agreements or arrangements between any director and any person or entity other than the Company relating to thecompensation or other payments in connection with such director’s candidacy or service as a director of the Company. For information regarding the Company’s Equity Incentive Plan, see “Item 6.E. Share Ownership—Equity Incentive Plan.” B. Compensation In August 2016, the Company entered into a consultancy agreement with Goldenmare Limited, an affiliated company of our CEO, Mr. Athanasios Feidakis,for the purpose of providing consulting services to the Company in connection with the Company’s international shipping and capital raising activities,including but not limited to assisting and advising the Company’s CEO. The annual fees for the services provided previously amounted to €200,000.Goldenmare Limited is eligible to receive bonus compensation (whether in the form of cash and/or equity and/or quasi-equity awards) for the servicesprovided and such bonus shall be determined by the Remuneration Committee or the Board of the Company. If the Company terminates the agreement withoutcause, or either party terminates after a change of control of the Company, then we will pay the consultant double the annual consulting fees plus the averageannual bonus (including the value of equity awards) granted to the consultant throughout the term of the consultancy agreement. In December 2020, we agreedto increase the consultancy fees of Goldenmare Limited from €200,000 to €400,000 per annum and additionally pay a one-time cash bonus of $1.5 millionpursuant to the consultancy agreement, all of which was paid in 2021. In addition, in December 2021, we agreed to pay a one-time cash bonus of $1.5 millionto Goldenmare Limited pursuant to the consultancy agreement, half of which was to be paid immediately and the other half during 2022, if at the time of thepayment Mr. Athanasios Feidakis remains our CEO and the Goldenmare Limited has not terminated its consultancy agreement. At the time of the filing of thisannual report on Form 20-F, all of the December 2021 bonus has been paid. Each of our other directors has an appointment letter relating to his or herappointment as a director, none of which provide for benefits upon any future termination of employment or change of control. 93 Table of Contents In 2023, the aggregate remuneration that should have been paid to Goldenmare amounted to approximately $432,000, but we paid approximately $355,000and owed approximately $77,000 as of December 31, 2023. In 2022, the aggregate remuneration that should have been paid to Goldenmare amounted toapproximately $2.0 million, none of which was paid as of December 31, 2022 but has subsequently been paid in full. In 2021, the aggregate remuneration thatshould have been paid to Goldenmare amounted to approximately $1.2 million, but we paid approximately $231,000 and owed approximately $985,000 as ofDecember 31, 2021 but has subsequently been paid in full. We did not pay or owe any remuneration directly to Athanasios Feidakis, our sole executive officerand sole senior manager, in 2021, 2022, or 2023.On March 13, 2024, we awarded Goldenmare a one time bonus of $3 million, half of which is payable immediately upon the delivery of the newbuildingvessel Hull NE442 (i.e., the vessel being constructed by Nantong Cosco Khi Ship Engineering pursuant to the agreement dated May 13, 2022) and the balanceat the delivery of Hull NE443 (i.e., the vessel being constructed by Nantong Cosco Khi Ship Engineering pursuant to the other agreement dated May 13,2022), in each case assuming Athanasios Feidakis remains Chief Executive Officer at each such relevant time. The aggregate compensation, including bonuses, actually paid to Goldenmare was approximately $2.5 million in 2023, $57,000 in 2022 and $1.9 million in2021. Our senior management received no common shares in 2023, 2022 and 2021. In addition, we owed Goldenmare $77,000, $2.1 million and $985,000 onDecember 31, 2023, 2022 and 2021, respectively. We currently owe Goldenmare an aggregate of $77,000. We did not pay, and do not owe, any compensationdirectly to Athanasios Feidakis, our sole executive officer, who comprises our senior management.In 2022 we changed how we compensate our non-executive directors. In 2022 and 2023, our non-executive directors each received $40,000 annually asmembers of our board. In addition, in 2022 and 2023, each non-executive and independent directors who previously received shares received an additional$20,000 per year. In 2022 and 2023, non-executive and independent directors on our remuneration committee and nomination committee each received anadditional $5,000 annually per committee and the chairperson of our audit committee received an additional $10,000 annually, our lead independent director(i.e., Jeffrey O. Parry) received an additional $10,000 annually, and the chairperson of our board received an additional $40,000 annually. The aggregatecompensation other than share based compensation actually paid to our non-executive directors in 2023 was $240,000, in 2022 was $285,000 and in 2021 was$120,000. In addition, in 2021, non-executive directors (excluding our non-executive Chairman, Mr. George Feidakis) received an aggregate of 12,178common shares. In 2023 and 2022 they received no common shares. As of December 31, 2023, we had not yet paid our non-executive directors the cashamounts that we agreed to pay them for their prior service; such amount in the aggregate was $60,000 for 2023, which amount was paid in 2024. In 2024, wechanged the compensation scheme of our directors and pay each director (except for a director who is also an executive officer) $80,000 per annum, regardlessof committee participation.We are bound by Greek labor law with respect to our Greek employees, which provides certain payments to these employees upon their dismissal orretirement. We accrued as of December 31, 2023 a non-current liability of approximately $171,000 for such payments. In line with Nasdaq requirements, we have established a clawback policy which, subject to limited exceptions, requires that any incentive compensation(including both cash and equity compensation) paid to any current or former executive officer on or after October 2, 2023 is subject to recoupment if (i) theincentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance with financial reportingrequirements, without regard to any fault or misconduct; and (ii) that noncompliance resulted in overpayment of the incentive compensation within the threefiscal years preceding the date the restatement. We do not have a retirement plan for our officers or directors. For information regarding the Company’s Equity Incentive Plan, see “Item 6.E. ShareOwnership—Equity Incentive Plan.” 94 Table of Contents C. Board Practices Our board of directors and executive officer oversee and supervise our operations. Each director holds office until his successor is elected or appointed, unless his office is earlier vacated in accordance with the articles of incorporation or withthe provisions of the BCA. In addition to cash compensation, we historically paid each of Mr. Kazantzidis and Mr. Parry $20,000 in common shares annually,however, in 2022 we changed our policies and each of those directors receives cash payments as further detailed in “Item 6.B. Compensation.” The membersof our senior management are appointed to serve at the discretion of our board of directors. Our board of directors and committees of our board of directorsschedule regular meetings over the course of the year. Under the Nasdaq rules and Rule 10A-3 of the Exchange Act, we believe that Mr. Ioannis Kazantzidis,Mr. Parry and Ms. Tampourea are independent directors. Each director is fully indemnified by us for actions associated with being a director to the extentpermitted under Marshall Islands law. We have an Audit Committee, a Remuneration Committee and a Nomination Committee. The Audit Committee is comprised of Ioannis Kazantzidis and Jeffrey O. Parry. It is responsible for ensuring that our financial performance is properlyreported on and monitored, for reviewing internal control systems and the auditors’ reports relating to our accounts and for reviewing and approving certainrelated party transactions. Our board of directors has determined that Ioannis Kazantzidis is our audit committee financial expert, and he is the chair of thecommittee. Each Audit Committee member has experience in reading and understanding financial statements, including statements of financial position,statements of comprehensive income and statements of cash flows. The Remuneration Committee is comprised of Jeffrey O. Parry, Ioannis Kazantzidis and Christina Tampourea. It is responsible for determining, subject toapproval from our board of directors, the remuneration guidelines to apply to our executive officer, secretary and other members of the executive managementas our board of directors designates the Remuneration Committee to consider. It is also responsible for suggesting the total individual remuneration packagesof each director including, where appropriate, bonuses, incentive payments and share options. The Remuneration Committee is responsible for declaringdividends on our Series A Preferred Shares, if any. The Remuneration Committee will also liaise with the Nomination Committee to ensure that theremuneration of newly appointed executives falls within our overall remuneration policies. The Nomination Committee is comprised of George Feidakis, Ioannis Kazantzidis, Jeffrey O. Parry and Christina Tampourea. It is responsible for reviewingthe structure, size and composition of our board of directors and identifying and nominating candidates to fill board positions as necessary. For information about the term of each director, see “Item 6.A. Directors and Senior Management.” D. Employees As of December 31, 2023, we had 24 full-time employees and two consultants that we hired directly. All our employees are located in Greece and are engagedin the service and management of our fleet. None of our employees are covered by collective bargaining agreements, although certain crew members (whichare not our employees but hired through crewing agents) are parties to collective bargaining agreements. We do not employ a significant number of temporaryemployees. E. Share Ownership With respect to the total number of common shares owned by our executive officer and our directors, individually and as a group, please read “Item 7. MajorShareholders and Related Party Transactions.” Equity Incentive Plan On March 13, 2024, our board of directors adopted the Globus Maritime Limited 2024 Equity Incentive Plan, or the Plan. The purpose of the Plan is to provideour officers, key employees, directors, consultants and service provider, whose initiative and efforts are deemed to be important to the successful conduct ofour business, with incentives to (a) enter into and remain in the service of our company or our subsidiaries or affiliates, (b) acquire a proprietary interest in thesuccess of our Company, (c) maximize their performance and (d) enhance the long-term performance of our Company. 95 Table of Contents The number of our common shares reserved for issuance under the Plan is 2,000,000 shares. The Plan is administered by the remuneration committee of ourboard of directors. Under the Plan, our officers, key employees, directors, consultants and service providers may be granted incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock units, unrestricted stock, other equity-based or equity-related awards, and dividend equivalents at the discretion of our remuneration committee. Any awards granted under the Plan that are subject to vesting areconditioned upon the recipient’s continued service as an employee or a director of the Company, through the applicable vesting date.Adjustments may be made to outstanding awards in the event of a corporate transaction or change in capitalization or other extraordinary event. In the event ofa “change in control” (as defined in the Plan), unless otherwise provided by the Plan administrator in an award agreement, awards then outstanding shallbecome fully vested and exercisable in full.Our board of directors may amend or terminate the Plan and may amend outstanding awards, provided that no such amendment or termination may be madethat would materially impair the rights or materially increase any obligations of a grantee under an outstanding award without such grantee’s consent.Shareholders’ approval of Plan amendments may be required in certain circumstances if required by applicable rules of a national securities exchange or theSEC. Unless terminated earlier by our board of directors, the Plan will expire 10 years from the date on which the Plan was adopted by our board of directors. Grants under the Equity Incentive Plan No awards were granted pursuant to any equity incentive plan during the years ended December 31, 2023, 2022 and 2021, but we issued shares directly to ourdirectors, which was not part of the Plan. F. Disclosure of a registrant’s action to recover erroneously awarded compensation None.Item 7. Major Shareholders and Related Party Transactions A. Major Shareholders The following table sets forth information concerning ownership of our common shares as of March 13, 2024 by persons who beneficially own more than5.0% of our outstanding common shares, each person who is a director of our company, the executive officer named in this annual report on Form 20-F andour directors and executive officer as a group. Beneficial ownership of shares is determined under rules of the SEC and generally includes any shares over which a person exercises sole or shared voting orinvestment power. Except as indicated in the footnotes to this table and subject to community property laws where applicable, the persons named in the tablehave sole voting and investment power with respect to all shares shown as beneficially owned by them. The numbers of shares and percentages of beneficial ownership are based on 20,582,301 common shares outstanding on March 13, 2024. All common sharesowned by the shareholders listed in the table below have the same voting rights as the other of our outstanding common shares. The address for our directors and executive officer is: c/o Globus Shipmanagement Corp., 128 Vouliagmenis Avenue, 3rd Floor, 166 74 Glyfada, Attica,Greece. With respect to the persons who beneficially own more than 5.0% of our outstanding common shares, we have prepared the following table based oninformation filed with the SEC, and we have not sought to verify such information, and have assumed that such information remains current. Ownership andpercentage ownership are determined in accordance with the rules and regulations of the SEC regarding beneficial ownership and include voting or investmentpower with respect to common shares. This information does not necessarily indicate beneficial ownership for any other purpose. In computing the number ofcommon shares beneficially owned by a beneficial holder and the percentage ownership of that beneficial holder, common shares underlying warrants held bythat beneficial holder that are exercisable as of March 13, 2024, or exercisable within 60 days after March 13, 2024, are deemed outstanding. Such commonshares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person. The number of common sharesowned and percentages in the table below do give effect to any beneficial ownership blockers contained in any warrants that we have issued. 96 Table of Contents The beneficial ownership information set forth in the table below is based on beneficial ownership reports furnished to the SEC or information regarding thebeneficial ownership of our common shares delivered to us: Name and address of beneficial owner Number ofcommon sharesbeneficiallyowned as ofMarch 13, 2024 Percentage ofcommon sharesbeneficiallyowned as ofMarch 13, 20245% Beneficial Owners Armistice Capital, LLC (1) 1,200,000 5.51%Intracoastal Capital LLC (2) 1,959,250 8.7%Lind Global Macro Fund, LP (3) 2,093,808 9.2%Hudson Bay Master Fund Ltd. (4) 2,284,381 9.99%Executive Officer and Directors George Feidakis (5) 5,115,776 24.8%Ioannis Kazantzidis 7,639 *%Jeffrey O. Parry 7,619 *%Athanasios Feidakis (6) 328,828 1.6%Christina Tampourea - *%Our executive officer and all directors as a group 5,459,862 26.5*%(6) *Less than 1.0% of the outstanding shares. (1) Based solely on the information reported on Amendment No. 2 to Schedule 13G jointly filed with the SEC on February 14, 2024 by Armistice Capital, LLCand Mr. Steven Boyd. Armistice Capital, LLC is the investment manager of Armistice Capital Master Fund Ltd. (the “Armistice Master Fund”), the directholder of the securities, and pursuant to an Investment Management Agreement, Armistice Capital, LLC exercises voting and investment power over thesecurities of Globus held by the Armistice Master Fund and thus may be deemed to beneficially own the securities of Globus held by the Armistice MasterFund. Mr. Steven Boyd, as the managing member of Armistice Capital, LLC, may be deemed to beneficially own the securities of Globus held by the MasterFund. The Master Fund specifically disclaims beneficial ownership of the securities of Globus directly held by it by virtue of its inability to vote or dispose ofsuch securities as a result of its Investment Management Agreement with Armistice Capital, LLC. The address of the principal business office for ArmisticeCapital, LLC and Mr. Boyd is 510 Madison Avenue, 7th Floor, New York, New York 10022. Based on information held by Globus, we believe that the commonshares beneficially owned by Armistice Capital, LLC are in the form of warrants that we have issued. (2) Based solely on the information reported on Amendment No. 3 to Schedule 13G jointly filed with the SEC on February 8, 2023 by Intracoastal CapitalLLC, Mr. Mitchell P. Kopin and Mr. David B. Asher. Mitchell P. Kopin and Daniel B. Asher have filed a Schedule 13G with the SEC as beneficial owners of theshares beneficially held Intracoastal Capital LLC. All of the 1,959,250 beneficially owned shares held by Intracoastal Capital LLC referenced in the relevantSchedule 13G are in the form of warrants that we have issued. The principal business office of Mr. Kopin and Intracoastal Capital LLC is 245 Palm Trail,Delray Beach, Florida 33483. The principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604. (3) Based solely on the information reported on Amendment No. 3 to Schedule 13G jointly filed with the SEC on February 13, 2023 by Lind Global MacroFund, LP, Lind Global Partners LLC and Mr. Jeff Easton The reporting persons’ ownership consists of warrants to purchase 2,093,808 common shares. LindGlobal Partners LLC, the general partner of Lind Global Macro Fund, LP, may be deemed to have sole voting and dispositive power with respect to the sharesheld by Lind Global Macro Fund, LP. Jeff Easton, the managing member of Lind Global Partners LLC, may be deemed to have sole voting and dispositivepower with respect to the shares held by Lind Global Macro Fund, LP. The address of the principal business office for Lind Global Partners LLC, Lind GlobalMacro Fund, LP and Mr. Easton is 444 Madison Ave, Floor 41, New York, NY 10022. (4) Based solely on the information reported on Amendment No. 2 to Schedule 13G jointly filed with the SEC on February 8, 2023 by Hudson Bay CapitalManagement LP and Mr. Sander Gerber. Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., and has voting andinvestment power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson BayCapital Management LP. Sander Gerber disclaims beneficial ownership over these securities. All of the 2,284,381 beneficially owned shares held by HudsonBay Master Fund Ltd referenced in the relevant Schedule 13G are issuable upon exercise of warrants. The warrants are subject to a 9.99% beneficialownership blocker and the percentage indicates the effect of such blocker. The address of the business office of each of such persons is 777 Third Avenue, 30thFloor, New York, NY 10017. (5) Based solely on the information reported on Amendment No. 6 to Schedule 13D jointly filed with the SEC on December 22, 2023 by Firment Shipping Inc.and Mr. George Feidakis Mr. George Feidakis beneficially owns 5,115,776 common shares through Firment Shipping Inc., a Marshall Islands corporation forwhich he exercises sole voting and investment power. Mr. George Feidakis and Firment Shipping Inc. disclaim beneficial ownership over such common sharesexcept to the extent of their pecuniary interests in such shares. When we filed our annual reports for the years ended 2022, 2021 and 2020, Mr. George Feidakis beneficially owned 3.7%, 3.7% and less than 1% of ourcommon shares, respectively. (6) Athanasios Feidakis controls Goldenmare Limited, which owns 10,300 Series B preferred shares. Each Series B preferred share entitles the holder thereofto 25,000 votes per share on all matters submitted to a vote of the shareholders of the Company, provided however, that no holder of Series B preferred sharesmay exercise voting rights pursuant to Series B preferred shares that would result in the aggregate voting power of any beneficial owner of such shares and itsaffiliates (whether pursuant to ownership of Series B preferred shares, common shares or otherwise) to exceed 49.99%. For a further description of the SeriesB preferred shares, see “Description of Securities” filed as Exhibit 2.1 hereto. 97 Table of Contents As of March 8, 2024, we had seven shareholders of record, three of which are located in the United States, one of which was Cede & Co., a nominee of TheDepository Trust Company, which is located in the United States and held an aggregate of 20,567,032 of our common shares, representing 99.9% of ouroutstanding common shares. We believe that the common shares that are held by Cede & Co. include common shares beneficially owned by both holders inthe United States and non-U.S. beneficial owners. Our major common shareholders have the same voting rights as our other common shareholders. We are notaware of any arrangements, the operation of which may at a subsequent date result in a change in control of the Company. To the best of our knowledge,except as disclosed in the table above (including the Series B preferred shares referenced above), we are not owned or controlled, directly or indirectly, byanother corporation or by any foreign government. In the normal course of business, there have been institutional investors that buy and sell our shares. It is possible that significant changes in the percentageownership of these investors will occur. B. Related Party Transactions Lease On August 5, 2021, the Company entered into a rental agreement for 902 square meters of office space for its operations within a building leased byCyberonica S.A. (an affiliate of our chairman) at a monthly rate of Euro 26,000 with a lease period ending August 4, 2024. The previous rental agreement withCyberonica was terminated, which agreement had been in place since 2016 and provided for a monthly rate of €10,360. On June 22, 2022, we entered into anew rental agreement with F.G. Europe (an affiliate of Globus’s chairman) for the same office space, at the same rate of Euro 26,000 and with the same leaseperiod ending of August 4, 2024. The previous rental agreement with Cyberonica was terminated. During the years ended December 31, 2023, 2022 and 2021fiscal years, the rent charged amounted to $349,000, $341,000 and $242,000, respectively, to F.G. Europe and Cyberonica S.A for the rental of office space forour operations. As of December 31, 2023, we did not owe any amount in back rent to F.G. Europe. Employment of Relative of Mr. George Feidakis As of July 1, 2013, Mr. Athanasios Feidakis became a non-executive director of the Company. Mr. Athanasios Feidakis was previously an employee of theCompany and his employment agreement was terminated when he became a non-executive director. Mr. Athanasios Feidakis was appointed as President,Chief Executive Officer and Chief Financial Officer as of December 28, 2015 and remains in these positions. He is the son of our chairman of the board ofdirectors, Mr. George Feidakis. 98 Table of Contents Registration Rights Agreement On November 23, 2016, we entered into a registration rights agreement with Firment Trading Limited, pursuant to which we granted to them and theiraffiliates (including Mr. George Feidakis and certain of their transferees), the right, under certain circumstances and subject to certain restrictions to require usto register under the Securities Act our common shares held by them. Under the registration rights agreement, these persons have the right to request us toregister the sale of shares held by them on their behalf and may require us to make available shelf registration statements permitting sales of shares into themarket from time to time over an extended period. In addition, these persons have the ability to exercise certain piggyback registration rights in connectionwith registered offerings requested by shareholders or initiated by us. Consultancy Agreements On August 18, 2016, the Company entered into a consultancy agreement with Goldenmare Limited, an affiliated company of our CEO, for the purpose ofproviding consulting services to the Company in connection with the Company’s international shipping and capital raising activities, including but not limitedto assisting and advising the Company’s CEO. The annual fees for the services provided amounted to €200,000. The consulting company is eligible to receivebonus compensation (whether in the form of cash and/or equity and/or quasi-equity awards) for the services provided and such bonus shall be determined bythe Remuneration Committee or the Board of the Company. If the Company terminates the agreement without cause, or either party terminates after a changeof control of the Company, then we will pay the consulting company double the annual consultancy fee plus the average annual bonus (including the value ofequity awards) granted to the consulting company throughout the term of the consultancy agreement. In December 2020, we agreed to increase the consultancyfees of Goldenmare Limited from €200,000 to €400,000 per annum and additionally pay a one-time cash bonus of $1.5 million pursuant to the consultancyagreement, which was paid in full in 2021. In addition, in December 2021, we agreed to pay a one-time cash bonus of $1.5 million to Goldenmare Limitedpursuant to the consultancy agreement, half of which was to be paid immediately and the other half during 2022, if at the time of the latter payment Mr.Athanasios Feidakis remains our CEO and Goldenmare Limited has not terminated its consultancy agreement, which was paid in full in 2023. Each of ourother directors has a contract relating to his appointment as a director. On March 14, 2024, we awarded a consultant affiliated with our chief executive officer a one time bonus of $3 million, half of which is payable immediatelyupon the delivery of the newbuilding vessel Hull NE442 (i.e., the vessel being constructed by Nantong Cosco Khi Ship Engineering pursuant to the agreementdated May 13, 2022) and the balance at the delivery of Hull NE443 (i.e., the vessel being constructed by Nantong Cosco Khi Ship Engineering pursuant to theother agreement dated May 13, 2022), in each case assuming Athanasios Feidakis remains Chief Executive Officer at each such relevant time. On July 15, 2021 we entered into a consultancy agreement with Eolos Shipmanagement S.A. for the purpose of providing consultancy services to EolosShipmanagement S.A. For these services our Manager receives a daily fee of $1,000. Our chairman of the board is the majority shareholder of EolosShipmanagement. Series B Preferred Shares On June 12, 2020, we entered into a stock purchase agreement and issued 50 of our newly designated Series B preferred shares, par value $0.001 per share, toGoldenmare Limited, a company controlled by our Chief Executive Officer, Athanasios Feidakis, in return for $150,000, which amount was settled byreducing, on a dollar-for-dollar basis, the amount payable by the Company to Goldenmare Limited pursuant to a consultancy agreement. On July 27, 2020, weentered into another stock purchase agreement and issued an additional 250 of our Series B preferred shares to Goldenmare Limited in return for $150,000.The $150,000 was paid by reducing, on a dollar-for-dollar basis, the amount payable by the Company to Goldenmare Limited pursuant to a consultancyagreement. In addition, we increased the maximum voting rights under the Series B preferred shares from 49.0% to 49.99%. On March 2, 2021, we enteredinto another stock purchase agreement and issued an additional 10,000 of our Series B preferred shares to Goldenmare Limited in return for $130,000, whichwas settled by reducing, on a dollar-for-dollar basis, the amount payable by the Company to Goldenmare Limited pursuant to a consultancy agreement. For adescription of the Series B preferred shares, see “Description of Securities” filed as Exhibit 2.1 hereto. We historically had entered into certain related party transactions. See “Item 4.A. History and Development of the Company.” C. Interests of Experts and Counsel Not Applicable. 99 Table of Contents Item 8. Financial Information A. Consolidated Statements and Other Financial Information See Item 18. Legal Proceedings We have not been involved in any legal proceedings which may have, or have had, a significant effect on our business, financial position, results of operationsor liquidity, nor are we aware of any other proceedings that are pending or threatened which may have a significant effect on our business, financial position,results of operations or liquidity. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business, principally personalinjury and property casualty claims. We expect that these claims would be covered by insurance, subject to customary deductibles. Those claims, even iflacking merit, could result in the expenditure of significant financial and managerial resources. Our Dividend Policy and Restrictions on Dividends The declaration, timing and amount of any dividend is subject to the discretion of our board of directors and will be dependent upon our earnings, financialcondition, market prospects, capital expenditure requirements, investment opportunities, restrictions in our financing arrangements, the provisions of theMarshall Islands law affecting the payment of dividends to shareholders, overall market conditions, reserves established by our board of directors, increased orunanticipated expenses, additional borrowings and future issuances of securities, and other factors deemed relevant by our board of directors from time-to-time. We have not paid any dividends on our common shares since 2012. Our dividend policy was historically, but is no longer, to pay to holders of our shares avariable quarterly dividend in excess of 50% of the net income of the previous quarter subject to any reserves our board of directors may from time to timedetermine are required. Our board of directors may review and amend our dividend policy from time to time in light of our plans for future growth and other factors. Our Remuneration Committee will also determine by unanimous resolution, in its sole discretion, when and to the extent dividends are paid to the holders ofour Series A Preferred Shares, to the extent any are outstanding. We are a holding company, with no material assets other than the shares of our subsidiaries. Therefore, our ability to pay dividends depends on the earningsand cash flow of those subsidiaries and their ability to pay dividends to us. Marshall Islands law generally prohibits the payment of dividends other than from surplus or while a corporation is insolvent or would be rendered insolventby the payment of such dividend. Historical dividend payments should not provide any promise or indication of future dividend payments. If we pay a dividend, the terms of our outstanding warrants provide that the exercise price shall be decreased by the amount of cash and/or the fair marketvalue of any securities or other assets paid on each common share in respect of such dividend in order that subsequent thereto upon exercise of the warrants theholder of the warrants may obtain the equivalent benefit of such dividend. No dividends were declared or paid on our common shares during the years ended December 31, 2023, 2022, and 2021. No Series A Preferred Shares were outstanding as of December 31, 2023, 2022, and 2021, or as of the date of this annual report on Form 20-F. Our financing arrangements impose certain restrictions to us with respect to dividend payments. Please see “Item 5.B. Liquidity and Capital Resources—Indebtedness.” We can provide no assurance that dividends will be paid in the future and there may be a high degree of variability from period to period in the amount of cash,if any, that is available for the payment of dividends. Please see “Item 3.D. Risk Factors—Risks Relating to our Common Shares—Our ability to declare andpay dividends to holders of our common shares will depend on a number of factors and will always be subject to the discretion of our board of directors.” B. Significant Changes There have been no significant changes since the date of the financial statements included in this annual report on Form 20-F, other than those described inNote 20 “Events after the reporting date” to our consolidated financial statements. 100 Table of Contents Item 9. The Offer and Listing Not applicable except for Item 9.A.4. and Item 9.C. Share History and Markets Our common shares trade on the Nasdaq Capital Market under the ticker “GLBS.” All of our shares are in registered form. Our articles of incorporation do not permit the issuance of bearer shares. Item 10. Additional Information A. Share Capital Not Applicable. B. Memorandum and Articles of Association Our Amended and Restated Articles of Incorporation have been filed as an exhibit to our report filed with the SEC on Form 6-K on October 22, 2020. OurAmended and Restated Bylaws have been filed as an exhibit to our report filed with the SEC on Form 6-K on August 2, 2019. Our Certificate of Designationfor Series A Preferred Stock has been filed as an exhibit to our report filed with the SEC on Form 6-K on April 27, 2012. Our Amended and RestatedStatement of Designation of Rights, Preferences, and Privileges of Series B Preferred Stock has been filed as an exhibit to our report filed with the SEC onForm 6-K on July 27, 2020. Our Statement of Designation of Rights, Preferences and Privileges of Series C Participating Preferred Shares has been filed as anexhibit to our report filed with the SEC on Form 6-K on August 3, 2023. A description of the material terms of our restated articles of incorporation, as amended, and bylaws and of our capital stock is included in “Description ofSecurities” filed as Exhibit 2.1 hereto and incorporated by reference herein. Description of Common Shares Each outstanding common share entitles the holder to one vote on all matters submitted to a vote of shareholders. Subject to preferences that may be applicableto any outstanding preferred shares, holders of common shares are entitled to receive ratably (based on number of shares held) all dividends, if any, declaredby our board of directors out of funds legally available for dividends. Upon our dissolution or liquidation, after payment in full of all amounts required to bepaid to creditors and to the holders of our preferred shares having liquidation preferences, if any, the holders of our common shares will be entitled to receivepro rata (based on number of shares held) our remaining assets available for distribution. Holders of our common shares do not have conversion, redemption orpreemptive rights to subscribe to any of our securities. The rights, preferences and privileges of holders of common shares are subject to the rights of theholders of our preferred shares, including our existing classes of preferred shares and any preferred shares we may issue in the future. Description of Preferred Stock Our amended and restated articles of incorporation authorize our board of directors to establish one or more series of preferred shares and to determine, withrespect to any series of preferred shares, the terms and rights of that series, including the designation of the series; the number of shares of the series; thepreferences and relative, participating, option or other special rights, if any, and any qualifications, limitations or restrictions of such series; and the votingrights, if any, of the holders of the series. Description of Warrants For a summary of certain terms and provisions of our Class A Warrants, PP Warrants, December 2020 Warrants, January 2021 Warrant, February 2021Warrants and June 2021 Warrants, please see “Description of Warrants” within the “Description of Securities” filed as Exhibit 2.1 hereto We may be obligated to issue, upon exercise or conversion of outstanding warrants pursuant to the terms thereof: ·388,700 common shares issuable upon the exercise of outstanding Class A Warrants (at an exercise price of $35.00 per share) which expire in June2025;·458,500 common shares issuable upon exercise of outstanding June PP Warrants (at an exercise price of $18.00 per share) issued in a privateplacement that closed on June 30, 2020 and expire in December 2025; 101 Table of Contents ·833,333 common shares issuable upon exercise of outstanding July PP Warrants (at an exercise price of at $18.00 per share) issued in a privateplacement that closed on July 21, 2020 and expire in January 2026;·1,270,587 common shares issuable upon exercise of the December 2020 Warrants (at an exercise price of $6.25 per share) which expire in June 2026;·1,950,000 common shares issuable upon the exercise of the January 2021 Warrants (at an exercise price of $6.25 per share) which expire in July2026; and·4,800,000 common shares issuable upon the exercise of the February 2021 Warrants (at an exercise price of $6.25 per share) which expire in August2026.·10,000,000 common shares issuable upon the exercise of the June 2021 Warrants (at an exercise price of $5.00 per share) which expire in December2026.Shareholders Rights Agreement On August 3, 2023, we entered into a Shareholders Rights Agreement, or the Rights Agreement, with Computershare Trust Company, N.A. as Rights Agent.Pursuant to the Rights Agreement, each common share includes one right, or a Right, that entitles the holder to purchase from us one one-thousandth of a shareof our Series C Participating Preferred Stock at an exercise price of $5.00 per one one-thousandth of a Series C Preferred Share, subject to specifiedadjustments. The Rights will separate from the common shares and become exercisable only if a person or group (subject to limited exceptions) acquiresbeneficial ownership of 15% or more of our common shares in a transaction not approved by our board of directors. In that situation, each holder of a Right(other than the acquiring person, whose Rights will become void and will not be exercisable) will have the right to purchase, in lieu of one one-thousandth of ashare of Series C Preferred Stock, upon payment of the exercise price, a number of our common shares having a then-current market value equal to twice theexercise price. In addition, if we are acquired in a merger or other business combination after an acquiring person acquires 15% or more of our commonshares, each holder of the Right will thereafter have the right to purchase, in lieu of one one-thousandth of a share of Series C Preferred Share, upon paymentof the exercise price, a number of common shares of the acquiring person having a then-current market value equal to twice the exercise price. The acquiringperson will not be entitled to exercise these Rights. Georgios Feidakis, Athanasios Feidakis, Konstantina Feidakis, Angelina Feidakis, Firment Shipping Inc.and Goldenmare Limited, or any of their respective affiliates are excluded from the definition of “Acquiring Person” and therefore may obtain beneficialownership of 15% or more of the outstanding common shares without causing the Rights to be exercisable. Under the Rights Agreement’s terms, it will expireon February 3, 2025. A copy of the Rights Agreement is filed as Exhibit 4.1 to our report on Form 6-K filed with the SEC on August 3, 2023 and incorporated by reference asExhibit 2.3 hereto. C. Material Contracts Attached as exhibits to this annual report are the contracts we consider to be both material and outside the ordinary course of business and are to be performedin whole or in part after the filing of this annual report. We refer you to “Item 7.B. Related Party Transactions” for a discussion of our agreements withcompanies related to us. We also refer you to “Item 4. Information on the Company,” “Item 5.B. Liquidity and Capital Resources—Indebtedness,” “Item 6.B.Compensation,” “Item 6.E. Share Ownership” and “Description of Securities” filed as Exhibit 2.1 hereto for a description of other material contracts. Other than as discussed in this annual report, we have no material contracts, other than contracts entered into in the ordinary course of business, to which theCompany or any member of the group is a party. D. Exchange Controls We are not aware, under Marshall Islands law, of any restrictions on the export or import of capital, including foreign exchange controls or restrictions thataffect the remittance of dividends, interest or other payments to holders of our common shares that are neither residents nor citizens of the Marshall Islands. 102 Table of Contents E. Taxation Marshall Islands Tax Considerations The following is applicable only to persons who are not citizens of and do not reside in, maintain offices in or carry on business or conduct transactions oroperations in the Marshall Islands. Because we (including our subsidiaries) do not, and assuming that we and our subsidiaries continue not to, carry on business or conduct transactions oroperations in the Marshall Islands, and because we anticipate (and therefore assume) that all documentation related to any offerings of our securities will beexecuted outside of the Marshall Islands, under current Marshall Islands law our shareholders will not be subject to Marshall Islands taxation or withholdingtax on our distributions. In addition, our shareholders will not be subject to Marshall Islands stamp, capital gains or other taxes on the purchase, ownership ordisposition of our common shares, and such shareholders will not be required by the Marshall Islands to file a tax return related to our common shares. Malta Tax Considerations One of our subsidiaries is incorporated in Malta, which imposes taxes on us that are immaterial to our operations. Greek Tax Considerations In January 2013, a tax law 4110/2013 amended the long-standing provisions of art. 26 of law 27/1975 by imposing a fixed annual tonnage tax on vessels flyinga foreign (i.e., non-Greek) flag which are managed by a Law 89 company, establishing an identical tonnage tax regime as the one already in force for vesselsflying the Greek flag. This tax varies depending on the size of the vessel, calculated in gross registered tonnage, as well as on the age of each vessel. Paymentof this tonnage tax completely satisfies all income tax obligations of both the shipowning company and of all its shareholders up to the ultimate beneficialowners. Any tax payable to the state of the flag of each vessel as a result of its registration with a foreign flag registry (including the Marshall Islands) issubtracted from the amount of tonnage tax due to the Greek tax authorities. The tax residents of Greece who receive dividends from such shipowning or their holding companies, (pursuant to a very recent agreement between the Unionof Greek Shipowners and the Greek State, which is expected to come in force shortly) are taxed at 5% on the dividends which they receive and which theyimport into Greece, not being liable to any other taxation for these, which include those dividends which either remain with the holding company or are paid tothe individual Greek tax resident abroad. United States Tax Considerations This discussion of United States federal income taxes is based upon provisions of the Code, existing final, temporary and proposed regulations thereunder andcurrent administrative rulings and court decisions, all as in effect on the effective date of this annual report on Form 20-F and all of which are subject tochange, possibly with retroactive effect. Changes in these authorities may cause the tax consequences to vary substantially from the consequences describedbelow. No rulings have been or are expected to be sought from the IRS with respect to any of the United States federal income tax consequences discussedbelow, and no assurance can be given that the IRS will not take contrary positions. Further, the following summary does not deal with all United States federal income tax consequences applicable to any given holder of our common shares,nor does it address the United States federal income tax considerations applicable to categories of investors subject to special taxing rules, such as expatriates,banks, real estate investment trusts, regulated investment companies, insurance companies, tax-exempt organizations, dealers or traders in securities orcurrencies, partnerships, S corporations, estates and trusts, investors that hold their common shares as part of a hedge, straddle or an integrated or conversiontransaction, investors whose “functional currency” is not the United States dollar or investors that own, directly or indirectly, 10% or more of our stock by voteor value. Furthermore, the discussion does not address alternative minimum tax consequences or estate or gift tax consequences, or any state tax consequences,and is limited to shareholders that will hold their common shares as “capital assets” within the meaning of Section 1221 of the Code. Each shareholder isencouraged to consult and discuss with his or her own tax advisor the United States federal, state, local and non-United States tax consequences particular tohim or her of the acquisition, ownership or disposition of common shares. Further, it is the responsibility of each shareholder to file all state, local and non-U.S., as well as U.S. federal, tax returns that may be required of it. 103 Table of Contents United States Federal Income Taxation of the Company Taxation of Operating Income Unless exempt from United States federal income taxation under the rules described below in “—The Section 883 Exemption,” a foreign corporation thatearns only transportation income is generally subject to United States federal income taxation under one of two alternative tax regimes: (1) the 4% gross basistax or (2) the net basis tax and branch profits tax. The Company is a Marshall Islands corporation and its subsidiaries are incorporated in the Marshall Islandsor Malta. There is no comprehensive income tax treaty between the Marshall Islands and the United States, so the Company and its Marshall Islandssubsidiaries cannot claim an exemption from this tax under a treaty. The 4% Gross Basis Tax The United States imposes a 4% United States federal income tax (without allowance of any deductions) on a foreign corporation’s United States source grosstransportation income to the extent such income is not treated as effectively connected with the conduct of a United States trade or business. For this purpose,transportation income includes income from the use, hiring or leasing of a vessel, or the performance of services directly related to the use of a vessel (and thusincludes time charter, spot charter and bareboat charter income). The United States source portion of transportation income is 50% of the income attributableto voyages that begin or end, but not both begin and end, in the United States. As a result of this sourcing rule the effective tax rate is 2% of the gross incomeattributable to U.S. voyages. Generally, no amount of the income from voyages that begin and end outside the United States is treated as United States source,and consequently none of the transportation income attributable to such voyages is subject to this 4% tax. (Although the entire amount of transportationincome from voyages that begin and end in the United States would be United States source, neither the Company nor any of its subsidiaries expects to haveany transportation income from voyages that both begin and end in the United States.) The Net Basis Tax and Branch Profits Tax The Company and each of its subsidiaries do not expect to engage in any activities in the United States (other than port calls of its vessels) or otherwise have afixed place of business in the United States. Consequently, the Company and its subsidiaries are not expected to be subject to the net basis or branch profitstaxes. Nonetheless, if this situation were to change or if the Company or a subsidiary of the Company were to be treated as engaged in a United States trade orbusiness, all or a portion of the Company’s or such subsidiary’s taxable income, including gain from the sale of vessels, could be treated as effectivelyconnected with the conduct of this United States trade or business, or effectively connected income. Any effectively connected income, net of allowabledeductions, would be subject to United States federal corporate income tax. In addition, an additional 30% branch profits tax would be imposed on theCompany or such subsidiary at such time as the Company’s or such subsidiary’s after-tax effectively connected income is deemed to have been repatriated tothe Company’s or subsidiary’s offshore office. The 4% gross basis tax described above is inapplicable to income that is treated as effectively connected income. A non-United States corporation’s UnitedStates source transportation income would be considered to be effectively connected income only if the non-United States corporation has or is treated ashaving a fixed place of business in the United States involved in the earning of the transportation income and substantially all of its United States sourcetransportation income is attributable to regularly scheduled transportation (such as a published schedule with repeated sailings at regular intervals between thesame points for voyages that begin or end in the United States), or in the case of leasing income (such as bareboat charter income) is attributable to such fixedplace of business. The Company and its vessel-owning subsidiaries believe that their vessels will not operate to and from the United States on a regularlyscheduled basis. Based on the intended mode of shipping operations and other activities, the Company and its vessel-owning subsidiaries do not expect to haveany effectively connected income. 104 Table of Contents The Section 883 Exemption Both the 4% gross basis tax and the net basis and branch profits taxes described above are inapplicable to transportation income that qualifies for the Section883 Exemption. To qualify for the Section 883 Exemption a foreign corporation must, among other things: Øbe organized in a jurisdiction outside the United States that grants an equivalent exemption from tax to corporations organized in the UnitedStates (an “Equivalent Exemption”); Øsatisfy one of the following three ownership tests (discussed in more detail below): (1) the more than 50% ownership test, or 50% OwnershipTest, (2) the controlled foreign corporation test, or CFC Test, or (3) the “Publicly Traded Test”; and Ømeet certain substantiation, reporting and other requirements (which include the filing of United States income tax returns). The Company is a Marshall Islands corporation, and each of the vessels in its fleet is owned by a separate wholly owned subsidiary organized in the MarshallIslands or Malta. The U.S. Department of the Treasury recognizes the Marshall Islands and Malta as jurisdictions which grant an Equivalent Exemption;therefore, the Company and each of its vessel-owning subsidiaries meet the first requirement for the Section 883 Exemption. The 50% Ownership Test In order to satisfy the 50% Ownership Test, a non-United States corporation must be able to substantiate that more than 50% of the value of its shares isowned, for at least half of the number of days in the non-United States corporation’s taxable year, directly or indirectly, by “qualified shareholders.” For thispurpose, qualified shareholders are: (1) individuals who are residents (as defined in the Treasury regulations promulgated under Section 883 of the Code, orSection 883 Regulations) of countries, other than the United States, that grant an Equivalent Exemption, (2) non-United States corporations that meet thePublicly Traded Test of the Section 883 Regulations and are organized in countries that grant an Equivalent Exemption, or (3) certain foreign governments,non-profit organizations, and certain beneficiaries of foreign pension funds. In order for a shareholder to be a qualified shareholder, there generally cannot beany bearer shares in the chain of ownership between the shareholder and the taxpayer claiming the exemption (unless such bearer shares are maintained in adematerialized or immobilized book-entry system as permitted under the Section 883 Regulations). A corporation claiming the Section 883 Exemption basedon the 50% Ownership Test must obtain all the facts necessary to satisfy the IRS that the 50% Ownership Test has been satisfied (as detailed in the Section 883Regulations). The Company does not believe that it satisfied the 50% Ownership Test for the taxable year ended December 31, 2023 and has no basis to expectthat it will satisfy the 50% Ownership Test in the near future. The CFC Test The CFC Test requires that a non-United States corporation be treated as a controlled foreign corporation, or a CFC, for United States federal income taxpurposes for more than half of the days in the taxable year. A CFC is a foreign corporation, more than 50% of the vote or value of which is owned bysignificant U.S. shareholders (meaning U.S. persons who own at least 10% of the vote or value of the foreign corporation). In addition, more than 50% of thevalue of the shares of the CFC must be owned by qualifying U.S. persons for more than half of the days during the taxable year concurrent with the period oftime that the company qualifies as a CFC. For this purpose, a qualifying U.S. person is defined as a U.S. citizen or resident alien, a domestic corporation ordomestic tax-exempt trust, in each case, if such U.S. person provides the company claiming the exemption with an ownership statement. The Company doesnot believe that the requirements of the CFC Test will be met in the near future with respect to the Company or any of its subsidiaries. The Publicly Traded Test The Publicly Traded Test requires that one or more classes of equity representing more than 50% of the voting power and value in a non-United Statescorporation be “primarily and regularly traded” on an established securities market either in the United States or in a foreign country that grants an EquivalentExemption. The Section 883 Regulations provide, in relevant part, that the shares of a non-United States corporation will be considered to be “primarilytraded” on an established securities market in a country if the number of shares of each class of shares that are traded during any taxable year on all establishedsecurities markets in that country exceeds the number of shares in each such class that are traded during that year on established securities markets in any othersingle country. The Section 883 Regulations also generally provide that shares will be considered to be “regularly traded” on an established securities market ifone or more classes of shares in the corporation representing in the aggregate more than 50% of the total combined voting power and value of all classes ofshares of the corporation are listed on an established securities market. Also, with respect to each class relied upon to meet this requirement (1) such class ofshares must be traded on the market, other than in minimal quantities, on at least 60 days during the taxable year or one-sixth of the days in a short taxableyear, and (2) the aggregate number of shares of such class of shares traded on such market during the taxable year is at least 10% of the average number ofshares of such class of shares outstanding during such year or as adjusted for a short taxable year. These two tests are deemed to be satisfied if such class ofshares is traded on an established market in the United States and such shares are regularly quoted by dealers making a market in such shares. 105 Table of Contents Notwithstanding the foregoing, the Section 883 Regulations provide, in relevant part, that a class of shares will not be considered to be “regularly traded” onan established securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class are owned, actually orconstructively under specified share attribution rules, on more than half the days during the taxable year by persons who each own 5% or more of the vote andvalue of such class of outstanding shares, to which we refer as the 5 Percent Override Rule. For purposes of being able to determine the persons who actually or constructively own 5% or more of the vote and value of the Company’s common shares,or 5% Shareholders, the Section 883 Regulations permit a company whose stock is traded on an established securities market in the United States to rely onthose persons that are identified on Schedule 13G and Schedule 13D filings with the SEC, as owning 5% or more of the company’s common shares. In the event the 5 Percent Override Rule is triggered, the Section 883 Regulations provide that such rule will not apply if the Company can establish thatwithin the group of 5% Shareholders, there are sufficient qualified shareholders within the meaning of Section 883 and the Section 883 Regulations topreclude non-qualified shareholders in such group from owning 50% or more of the total value of the Company’s common shares for more than half thenumber of days during the taxable year. The Company believes that it satisfied the Publicly Traded Test for the taxable year ended December 31, 2023, based on information reported in Schedule 13Gand Schedule 13D filings with the SEC. The Company cannot currently predict whether it will satisfy the Publicly Traded Test for the current taxable year. Thestock in the Company’s vessel-owning subsidiaries is not publicly traded, but if the Company were to meet the Publicly Traded Test described above, theCompany also generally would be a qualified shareholder for purposes of applying the 50% Ownership Test as to any subsidiary claiming the Section 883Exemption. A corporation’s qualification for the Section 883 Exemption is determined for each taxable year. If the Company and/or its subsidiaries were not to qualify forthe Section 883 Exemption in any year in which the Company’s vessels traded to or from the United States, the United States income taxes that becomepayable would have a negative effect on the business of the Company and its subsidiaries, and would result in decreased earnings available for distribution tothe Company’s shareholders. United States Taxation of Gain on Sale of Vessels If the Company’s subsidiaries qualify for the Section 883 Exemption, then gain from the sale of any vessel would be exempt from tax under Section 883. If,however, the gain is not exempt from tax under Section 883, the Company will not be subject to United States federal income taxation with respect to suchgain provided that the income from the vessel has never constituted effectively connected income and that the sale is considered to occur outside of the UnitedStates under United States federal income tax principles. In general, a sale of a vessel will be considered to occur outside of the United States for this purposeif title to the vessel, and risk of loss with respect to the vessel, pass to the buyer outside of the United States. To the extent possible, the Company will attemptto structure any sale of a vessel so that it is considered to occur outside of the United States. United States Federal Income Taxation of United States Holders As used herein, “United States Holder” means a beneficial owner of the Company’s common shares that is an individual citizen or resident of the United Statesfor United States federal income tax purposes, a corporation or other entity taxable as a corporation created or organized in or under the laws of the UnitedStates or any state thereof (including the District of Columbia), an estate the income of which is subject to United States federal income taxation regardless ofits source or a trust where a court within the United States is able to exercise primary supervision over the administration of the trust and one or more UnitedStates persons (as defined in the Code) have the authority to control all substantial decisions of the trust (or a trust that has made a valid election under U.S.Department of the Treasury regulations to be treated as a domestic trust). A “Non-United States Holder” generally means any owner (or beneficial owner) ofcommon shares that is not a United States Holder, other than a partnership. If a partnership holds common shares, the tax treatment of a partner will generallydepend upon the status of the partner and upon the activities of the partnership. Partners of partnerships holding common shares should consult their own taxadvisors regarding the tax consequences of an investment in the common shares (including their status as United States Holders or Non-United StatesHolders). 106 Table of Contents Distributions Subject to the discussion of PFICs below, any distributions made by the Company with respect to the common shares to a United States Holder will generallyconstitute dividends, which may be taxable as ordinary income or qualified dividend income as described in more detail below, to the extent of the Company’scurrent or accumulated earnings and profits as determined under United States federal income tax principles. Distributions in excess of the Company’searnings and profits will be treated as a nontaxable return of capital to the extent of the United States Holder’s tax basis in its common shares and, thereafter,as capital gain. Dividends paid in respect of the Company’s common shares may qualify for the preferential rate attributable to qualified dividend income if: (1) the commonshares are readily tradable on an established securities market in the United States; (2) the Company is not a PFIC for the taxable year during which thedividend is paid or in the immediately preceding taxable year; (3) the United States Holder has owned the common shares for more than 60 days in the 121-day period beginning 60 days before the date on which the common shares become ex-dividend and (4) the United States Holder is not under an obligation tomake related payments with respect to positions in substantially similar or related property. The first requirement currently is and has been met, as ourcommon shares are listed on the Nasdaq Capital Market. The Nasdaq Capital Market is a tier of the Nasdaq Stock Market, which is an established securitiesmarket. Further, there is no minimal trading requirement for shares to be “readily tradable,” so as long as our common shares remain listed on the NasdaqCapital Market or any other established securities market in the United States, the first requirement will be satisfied. However, if our common shares aredelisted and are not tradable on an established securities market in the United States (as described in “Item 3.D. Risk Factors—Company Specific Risk Factors—Our common shares could be delisted from Nasdaq, which could affect their market price and liquidity”), the first requirement would not be satisfied, anddividends paid in respect of our common shares would not qualify for the preferential rate attributable to qualified dividend income. The second requirement isexpected to be met as more fully described below under “—Consequences of Possible PFIC Classification.” Satisfaction of the final two requirements willdepend on the particular circumstances of each United States Holder. Consequently, if any of these requirements are not met, the dividends paid to individualUnited States Holders in respect of the Company’s common shares would not be treated as qualified dividend income and would be taxed as ordinary incomeat ordinary rates. Amounts taxable as dividends generally will be treated as income from sources outside the United States and will, depending on your circumstances, be“passive” or “general” income which, in either case, is treated separately from other types of income for purposes of computing the foreign tax creditallowable to you. However, if (1) the Company is 50% or more owned, by vote or value, by United States persons and (2) at least 10% of the Company’searnings and profits are attributable to sources within the United States, then for foreign tax credit purposes, a portion of our dividends would be treated asderived from sources within the United States. Under such circumstances, with respect to any dividend paid for any taxable year, the United States source ratioof the Company’s dividends for foreign tax credit purposes would be equal to the portion of the Company’s earnings and profits from sources within theUnited States for such taxable year, divided by the total amount of the Company’s earnings and profits for such taxable year. Consequences of Possible PFIC Classification A non-United States entity treated as a corporation for United States federal income tax purposes will be a PFIC in any taxable year in which, after taking intoaccount the income and assets of the corporation and certain subsidiaries pursuant to a “look through” rule, either: (1) 75% or more of its gross income is“passive” income or (2) 50% or more of the average value of its assets is attributable to assets that produce passive income or are held for the production ofpassive income. If a corporation is a PFIC in any taxable year that a person holds shares in the corporation (and was not a qualified electing fund with respectto such year, as discussed below), the shares held by such person will be treated as shares in a PFIC for all future years (absent an election which, if made, mayrequire the electing person to pay taxes in the year of the election). A United States Holder of shares in a PFIC would be required to file an annual informationreturn on IRS Form 8621 containing information regarding the PFIC as required by U.S. Department of the Treasury regulations. While there are legal uncertainties involved in this determination, including as a result of adverse case law described herein, based upon the Company’s and itssubsidiaries’ expected operations as described herein and based upon the current and expected future activities and operations of the Company and itssubsidiaries, the income of the Company and such subsidiaries from time charters should not constitute “passive income” for purposes of applying the PFICrules, and the assets that the Company owns for the production of this time charter income should not constitute passive assets for purposes of applying thePFIC rules. 107 Table of Contents Although there is no legal authority directly on point, this view is based principally on the position that the gross income that the Company and its subsidiariesderive from time charters constitutes services income rather than passive rental income. The Fifth Circuit Court of Appeals decided in Tidewater Inc. v. UnitedStates, 565 F.3d 299 (5th Cir., 2009) that a typical time charter is a lease, and not a contract for the provision of transportation services. In that case, the courtwas considering a tax issue that turned on whether the taxpayer was a lessor where a vessel was under a time charter, and the court did not address thedefinition of passive income or the PFIC rules; however, the reasoning of the case could have implications as to how the income from a time charter would beclassified under such rules. If the reasoning of the Tidewater case is applied to the Company’s situation and the Company’s or its subsidiaries’ time charters aretreated as leases, the Company’s or its subsidiaries’ time charter income could be classified as rental income and the Company would be a PFIC unless morethan 25% of the income of the Company (taking into account the subsidiary look through rule) is from spot charters plus other active income or an activeleasing exception applies. The IRS has announced that it will not follow the reasoning of the Tidewater case and would have treated the income from the timecharters at issue in that case as services income, including for other purposes of the Code. The Company intends to take the position that all of its time, voyageand spot chartering activities will generate active services income and not passive leasing income, but in the absence of direct legal authority specificallyrelating to the Code provisions governing PFICs, the IRS or a court could disagree with this position. Although the matter is not free from doubt as describedherein, based on the current operations and activities of the Company and its subsidiaries and on the relative values of the vessels in the Company’s fleet andthe charter income in respect of the vessels, Globus Maritime Limited should not be treated as a PFIC during the taxable year ended December 31, 2023. Based on the Company’s intention and expectation that the Company’s subsidiaries’ income from spot, time and voyage chartering activities plus other activeoperating income will be greater than 25% of the Company’s total gross income at all relevant times and that the gross value of the vessels subject to suchtime, voyage or spot charters will exceed the gross value of all the passive assets the Company owns at all relevant times, Globus Maritime Limited does notexpect that it will constitute a PFIC with respect to a taxable year in the near future. The Company will try to manage its vessels and its business so as to avoid being classified as a PFIC for a future taxable year; however there can be noassurance that the nature of the Company’s assets, income and operations will remain the same in the future (notwithstanding the Company’s currentexpectations). Additionally, no assurance can be given that the IRS or a court of law will accept the Company’s position that the time charters that theCompany’s subsidiaries have entered into or any other time charter that the Company or a subsidiary may enter into will give rise to active income rather thanpassive income for purposes of the PFIC rules, or that future changes of law will not adversely affect this position. The Company has not obtained a rulingfrom the IRS on its time charters or its PFIC status and does not intend to seek one. Any contest with the IRS may materially and adversely impact the marketfor the common shares and the prices at which they trade. In addition, the costs of any contest on the issue with the IRS will result in a reduction in cashavailable for distribution and thus will be borne indirectly by the Company’s shareholders. If Globus Maritime Limited were to be classified as a PFIC in any year, each United States Holder of the Company’s shares will be subject (in that year and allsubsequent years) to special rules with respect to: (1) any “excess distribution” (generally defined as any distribution received by a shareholder in a taxableyear that is greater than 125% of the average annual distributions received by the shareholder in the three preceding taxable years or, if shorter, theshareholder’s holding period for the shares), and (2) any gain realized upon the sale or other disposition of the common shares. Under these rules: Øthe excess distribution or gain will be allocated ratably over the United States Holder’s holding period; Øthe amount allocated to the current taxable year and any year prior to the first year in which the Company was a PFIC will be taxed as ordinaryincome in the current year; and Øthe amount allocated to each of the other taxable years in the United States Holder’s holding period will be subject to United States federalincome tax at the highest rate in effect for the applicable class of taxpayer for that year, and an interest charge will be added as though the amountof the taxes computed with respect to these other taxable years were overdue. 108 Table of Contents In order to avoid the application of the PFIC rules, United States Holders may make a qualified electing fund, or a QEF, election provided in Section 1295 ofthe Code in respect of their common shares. Even if a United States Holder makes a QEF election for a taxable year of the Company, if the Company was aPFIC for a prior taxable year during which such holder held the common shares and for which such holder did not make a timely QEF election, the UnitedStates Holder would also be subject to the more adverse rules described above. Additionally, to the extent any of the Company’s subsidiaries is a PFIC, anelection by a United States Holder to treat Globus Maritime Limited as a QEF would not be effective with respect to such holder’s deemed ownership of thestock of such subsidiary and a separate QEF election with respect to such subsidiary is required. In lieu of the PFIC rules discussed above, a United StatesHolder that makes a timely, valid QEF election will, in very general terms, be required to include its pro rata share of the Company’s ordinary income and netcapital gains, unreduced by any prior year losses, in income for each taxable year (as ordinary income and long-term capital gain, respectively) and to pay taxthereon, even if no actual distributions are received for that year in respect of the common shares and even if the amount of that income is not the same as theamount of actual distributions paid on the common shares during the year. If the Company later distributes the income or gain on which the United StatesHolder has already paid taxes under the QEF rules, the amounts so distributed will not again be subject to tax in the hands of the United States Holder. AUnited States Holder’s tax basis in any common shares as to which a QEF election has been validly made will be increased by the amount included in suchUnited States Holder’s income as a result of the QEF election and decreased by the amount of nontaxable distributions received by the United States Holder.On the disposition of a common share, a United States Holder making the QEF election generally will recognize capital gain or loss equal to the difference, ifany, between the amount realized upon such disposition and its adjusted tax basis in the common share. In general, a QEF election should be made by filing aForm 8621 with the United States Holder’s federal income tax return on or before the due date for filing such United States Holder’s federal income tax returnfor the first taxable year for which the Company is a PFIC or, if later, the first taxable year for which the United States Holder held common shares. In thisregard, a QEF election is effective only if certain required information is made available by the PFIC. Subsequent to the date that the Company firstdetermines that it is a PFIC, the Company will use commercially reasonable efforts to provide any United States Holder of common shares, upon request, withthe information necessary for such United States Holder to make the QEF election. In addition to the QEF election, Section 1296 of the Code permits United States Holders to make a “mark-to-market” election with respect to marketableshares in a PFIC, generally meaning shares regularly traded on a qualified exchange or market and certain other shares considered marketable under U.S.Department of the Treasury regulations. For this purpose, a class of shares is regularly traded on a qualified exchange or market for any calendar year duringwhich such class of shares is traded, other than in de minimis quantities, on at least 15 days during each calendar quarter of the year. Our common shares areregularly traded on the Nasdaq Capital Market, which is an established securities market. However, if our common shares were to be delisted, (as described in“Item 3.D. Risk Factors—Company Specific Risk Factors—Our common shares could be delisted from Nasdaq, which could affect their market price andliquidity”), then the mark-to-market election generally would be unavailable to United States Holders. If a United States Holder makes a mark-to-marketelection in respect of its common shares, such United States Holder generally would, in each taxable year: (1) include as ordinary income the excess, if any, ofthe fair market value of the common shares at the end of the taxable year over such United States Holder’s adjusted tax basis in the common shares, and (2) bepermitted an ordinary loss in respect of the excess, if any, of such United States Holder’s adjusted tax basis in the common shares over their fair market valueat the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-market election (with the UnitedStates Holder’s basis in the common shares being increased and decreased, respectively, by the amount of such ordinary income or ordinary loss). Theconsequences of this election may be less favorable than those of a QEF election for United States Holders that are sensitive to the distinction betweenordinary income and capital gain. United States Holders are urged to consult their tax advisors as to the consequences of making a mark-to-market or QEF election, as well as other UnitedStates federal income tax consequences of holding shares in a PFIC. As previously indicated, if the Company were to be classified as a PFIC for a taxable year in which the Company pays a dividend or the immediatelypreceding taxable year, dividends paid by the Company would not constitute “qualified dividend income” and, hence, would not be eligible for the reducedrate of United States federal income tax. Sale, Exchange or Other Disposition of Common Shares A United States Holder generally will recognize taxable gain or loss upon a sale, exchange or other disposition of common shares in an amount equal to thedifference between the amount realized by the United States Holder from such sale, exchange or other disposition and the United States Holder’s tax basis insuch common shares. Assuming the Company does not constitute a PFIC for any taxable year, this gain or loss will generally be treated as long-term capitalgain or loss if the United States Holder’s holding period is greater than one year at the time of the sale, exchange or other disposition. Long-term capital gainsrecognized by a United States Holder other than a corporation are generally taxed at preferential rates. A United States Holder’s ability to deduct capital lossesis subject to limitations. 109 Table of Contents Net Investment Income Tax A United States Holder that is an individual or estate, or a trust that does not fall into a special class of trusts that is exempt from such tax, is subject to a 3.8%tax on the lesser of (1) such United States Holder’s “net investment income” (or undistributed “net investment income” in the case of estates and trusts) for therelevant taxable year and (2) the excess of such United States Holder’s modified adjusted gross income for the taxable year over a certain threshold (which inthe case of individuals will be between $125,000 and $250,000, depending on the individual’s circumstances). A United States Holder’s net investment incomewill generally include its gross dividend income and its net gains from the disposition of the common shares, unless such dividends or net gains are derived inthe ordinary course of the conduct of a trade or business (other than a trade or business that consists of certain passive or trading activities). Net investmentincome generally will not include a United States Holder’s pro rata share of the Company’s income and gain if we are a PFIC and that United States Holdermakes a QEF election, as described above in “—United States Federal Income Taxation of United States Holders—Consequences of Possible PFICClassification.” However, a United States Holder may elect to treat inclusions of income and gain from a QEF election as net investment income. Failure tomake this election could result in a mismatch between a United States Holder’s ordinary income and net investment income. If you are a United States Holderthat is an individual, estate or trust, you are urged to consult your tax advisor regarding the applicability of the net investment income tax to your income andgains in respect of your investment in the common shares. United States Federal Income Taxation of Non-United States Holders A Non-United States Holder will generally not be subject to United States federal income tax on dividends paid in respect of the common shares or on gainsrecognized in connection with the sale or other disposition of the common shares provided that the Non-United States Holder makes certain tax representationsregarding the identity of the beneficial owner of the common shares, that such dividends or gains are not effectively connected with the Non-United StatesHolder’s conduct of a United States trade or business and that, with respect to gain recognized in connection with the sale or other disposition of the commonshares by a non-resident alien individual, such individual is not present in the United States for 183 days or more in the taxable year of the sale or otherdisposition and other conditions are met. If the Non-United States Holder is engaged in a United States trade or business for United States federal income taxpurposes, the income from the common shares, including dividends and gain from the sale, exchange or other disposition of the common shares, that iseffectively connected with the conduct of that trade or business will generally be subject to regular United States federal income tax in the same manner asdiscussed above relating to the taxation of United States Holders. Backup Withholding and Information Reporting Information reporting to the IRS may be required with respect to payments on the common shares and with respect to proceeds from the sale of the commonshares. With respect to Non-United States Holders, copies of such information returns may be made available to the tax authorities in the country in which theNon-United States Holder resides under the provisions of any applicable income tax treaty or exchange of information agreement. A “backup” withholding taxmay also apply to those payments if: Øa holder of the common shares fails to provide certain identifying information (such as the holder’s taxpayer identification number or anattestation to the status of the holder as a Non-United States Holder); Øsuch holder is notified by the IRS that he or she has failed to report all interest or dividends required to be shown on his or her federal income taxreturns; or Øin certain circumstances, such holder has failed to comply with applicable certification requirements. Backup withholding is not an additional tax and may be refunded (or credited against the holder’s United States federal income tax liability, if any), providedthat certain required information is furnished to the IRS in a timely manner. Non-United States Holders may be required to establish their exemption from information reporting and backup withholding by certifying their status on IRSForm W-8BEN, W-8BEN-E, W-8ECI or W-8IMY, as applicable. Individual United States Holders who hold certain specified foreign assets with values in excess of certain dollar thresholds are required to report such assetson IRS Form 8938 with their U.S. federal income tax return, subject to certain exceptions (including an exception for foreign assets held in accountsmaintained by financial institutions). Stock in a foreign corporation, including our common shares, is a specified foreign asset for this purpose. Penalties applyfor failure to properly complete and file Form 8938. You should consult your tax advisor regarding the filing of this form. United States Holders of commonshares may be required to file additional forms with the IRS under the applicable reporting provisions of the Code. You should consult your tax advisorregarding the filing of any such forms. 110 Table of Contents We encourage each United States Holder and Non-United States Holder to consult with his, her or its own tax advisor as to the particular taxconsequences to him, her or it of holding and disposing of the Company’s common shares, including the applicability of any federal, state, local orforeign tax laws and any proposed changes in applicable law. F. Dividends and Paying Agents Not Applicable. G. Statement by Experts Not Applicable. H. Documents on Display We file annual reports and other information with the SEC. Our SEC filings are also available to the public at the website maintained by the SEC athttp://www.sec.gov, as well as on our website at www.globusmaritime.gr. Information that is available on or accessed through these websites does notconstitute part of, and is not incorporated by reference into, this annual report on Form 20-F. I. Subsidiary Information Not Applicable. J. Annual Report to Security Holders. We are currently not required to provide an annual report to security holders in response to the requirements of Form 6-K. Item 11. Quantitative and Qualitative Disclosures About Market Risk Interest Rates We are exposed to market risks associated with changes in interest rates relating to our loan arrangements. As of December 31, 2023, we had a $52.6 millionprincipal balance outstanding under our CIT Loan Facility and as of December 31, 2022 we had a $44.4 million principal balance outstanding under our CITLoan Facility. Interest costs incurred under our loan arrangements are included in our consolidated statement of comprehensive income. In 2023, the weighted average interest rate for our then-outstanding facilities in total was 8.19% and the respective interest rates on our loan agreements rangedfrom 7.67% to 8.52%, including margins. We will continue to have debt outstanding, which could impact our results of operations and financial condition. Although we may in the future prefer togenerate funds through equity offerings on terms acceptable to us rather than through the use of debt arrangements, we may not be able to do so. We expect tomanage any exposure in interest rates through our regular operating and financing activities and, when deemed appropriate, through the use of derivativefinancial instruments. The following table sets forth the sensitivity of our CIT Loan Facility as of December 31, 2023 as to a 1.0% (100 basis points) increase in SOFR, during thenext four years, and reflects the additional interest expense that will be incurred. Year Amount2024 $ 0.5 million2025 $ 0.4 million2026 $0.3 million2027 $0.1 million On February 23, 2024 we entered into a new sale and leaseback transaction with SK Shipholding S.A., a subsidiary of Shinken. Please see “Item 5.B. Liquidityand Capital Resources—Indebtedness” for further information. 111 Table of Contents Currency and Exchange Rates We generate revenues from the trading of our vessels in U.S. dollars but historically incur certain amounts of our operating expenses in currencies other thanthe U.S. dollar. For cash management, or treasury, purposes, we convert U.S. dollars into foreign currencies which we then hold on deposit until the date ofeach transaction. Fluctuations in foreign exchange rates create foreign exchange gains or losses when we mark-to-market these non-U.S. dollar deposits. For accounting purposes, expenses incurred in Euro and other foreign currencies are converted into U.S. dollars at the exchange rate prevailing on the date ofeach transaction. Because a portion of our expenses are incurred in currencies other than the U.S. dollar, our expenses may from time to time increase relativeto our revenues as a result of fluctuations in exchange rates, which could affect the amount of net income that we report in future periods. We do not considerthe risk from exchange rate fluctuations to be material for our results of operations. However, the portion of our business conducted in other currencies couldincrease in the future, which could expand our exposure to losses arising from exchange rate fluctuations. While we historically have not mitigated the riskassociated with exchange rate fluctuations through the use of financial derivatives, we may determine to employ such instruments from time to time in thefuture in order to minimize this risk. Our use of financial derivatives would involve certain risks, including the risk that losses on a hedged position couldexceed the nominal amount invested in the instrument and the risk that the counterparty to the derivative transaction may be unable or unwilling to satisfy itscontractual obligations, which could have an adverse effect on our results. Commodity Risk Exposure The price and supply of fuel is unpredictable and fluctuates as a result of events outside our control, including geo-political developments, supply and demandfor oil and gas, actions by members of the Organization of Petroleum Exporting Countries and other oil and gas producers, war and unrest in oil producingcountries and regions, regional production patterns and environmental concerns and regulations. Because we do not intend to hedge our fuel costs, an increasein the price of fuel beyond our expectations may adversely affect our profitability, cash flows and ability to pay dividends. When our customers pay fuel costs,which they generally do when our vessels are on bareboat or time charters, we expect that our customers factor the fuel efficiency of our vessels into the ratesthey are willing to pay to charter our ships. Inflation We do not expect inflation to be a significant risk to us in the current and foreseeable economic environment. In the event that inflation becomes a significantfactor in the global economy, inflationary pressures would result in increased operating, voyage and finance costs. 112 Table of Contents Item 12. Description of Securities Other than Equity Securities Not Applicable. PART II Item 13. Defaults, Dividend Arrearages and Delinquencies Not Applicable. Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds Series B Preferred SharesThe superior voting rights of our Series B preferred shares limits the ability of our common shareholders to control or influence corporate matters, and theinterests of the holder of such shares could conflict with the interests of our other shareholders.While our common shares have one vote per share, each of our 10,300 Series B preferred shares presently outstanding has 25,000 votes per share; however,the voting power of the Series B preferred shares is limited such that no holder of Series B preferred shares may exercise voting rights pursuant to any Series Bpreferred shares that would result in the total number of votes a holder is entitled to vote on any matter submitted to a vote of shareholders of the Company toexceed 49.99% of the total number of votes eligible to be cast on such matter. The Series B preferred shares, however, have no dividend rights or distributionrights, other than the right upon dissolution to receive a priority payment equal to the par value per of $0.001 per share.As of the date of this annual report and until such time that we issue a significant number of securities, Goldenmare Limited, a company affiliated with ourChief Executive Officer, can therefore control 49.99% of the voting power of our outstanding capital stock. Until such time that we issue a significant numberof securities, Goldenmare Limited will have substantial control and influence over our management and affairs and over matters requiring shareholderapproval, including the election of directors and significant corporate transactions, even though Goldenmare Limited owns significantly less than 50% of theCompany economically.The superior voting rights of our Series B preferred shares limit our common shareholders’ ability to influence corporate matters. The interests of the holder ofthe Series B preferred shares may conflict with the interests of our common shareholders, and as a result, we may take actions that our common shareholdersdo not view as beneficial. Any such conflicts of interest could adversely affect our business, financial condition and results of operations, and the trading priceof our common shares. More specifically, the following is a summary of the characteristics of the Series B preferred shares: Voting. To the fullest extent permitted by law, each Series B preferred share entitles the holder hereof to 25,000 votes per share on all matters submitted to avote of the shareholders of the Company, provided however, that no holder of Series B preferred shares may exercise voting rights pursuant to Series Bpreferred shares that would result in the aggregate voting power of any beneficial owner of such shares and its affiliates (whether pursuant to ownership ofSeries B preferred shares, common shares or otherwise) to exceed 49.99% of the total number of votes eligible to be cast on any matter submitted to a vote ofshareholders of the Company. To the fullest extent permitted by law, the holders of Series B preferred shares shall have no special voting or consent rights andshall vote together as one class with the holders of the common shares on all matters put before the shareholders. 113 Table of Contents Conversion. The Series B preferred shares are not convertible into common shares or any other security. Redemption. The Series B preferred shares are not redeemable. Dividends. The Series B preferred shares have no dividend rights. Liquidation Preference. Upon any liquidation, dissolution or winding up of the Company, the Series B preferred shares are entitled to receive a payment withpriority over the common shareholders equal to the par value of $0.001 per share. The Series B preferred shareholder has no other rights to distributions uponany liquidation, dissolution or winding up of the Company. Transferability. All issued and outstanding Series B preferred shares must be held of record by one holder, and the Series B preferred shares shall not betransferred without the prior approval of our Board of Directors. Proportional Adjustment. In the event the Company (i) declares any dividend on its common shares, payable in common shares, (ii) subdivides theoutstanding common shares or (iii) combines the outstanding common shares into a smaller number of shares, there shall be a proportional adjustment to thenumber of outstanding Series B preferred shares. Shareholders Rights Agreement Pursuant to the Shareholders Rights Agreement dated August 3, 2023, each common share includes one one preferred share purchase right that entitles theholder to purchase from us one-thousandth of a share of our Series C Participating Preferred Shares if any third party (except for Georgios Feidakis,Athanasios Feidakis, Konstantina Feidakis, Angelina Feidakis, Firment Shipping Inc. and Goldenmare Limited, or any of their respective affiliates) acquiresbeneficial ownership of 15% or more of our common shares without the approval of our board of directors.The superior voting rights of our Series C Participating Preferred Shares limit the ability of our common shareholders to control or influence corporate matters.See “Description of Securities,” attached hereto as Exhibit 2.1 and incorporated by reference herein, and “Item 3. D. Risk Factors.” Item 15. Controls and Procedures (a) Disclosure Controls and Procedures Management, including our chief executive officer and chief financial officer, has conducted an evaluation of the effectiveness of our disclosure controls andprocedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act) as ofthe end of the period covered by this annual report on Form 20-F. Disclosure controls and procedures are defined under SEC rules as controls and otherprocedures that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the SecuritiesExchange Act of 1934 is recorded, processed, summarized and reported within required time periods. Disclosure controls and procedures include controls andprocedures designed to ensure that information is accumulated and communicated to the issuer’s management, including its principal executive and principalfinancial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures. 114 Table of Contents There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and thecircumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonableassurance of achieving their control objectives. Based upon that evaluation, our chief executive officer and chief financial officer has concluded that our disclosure controls and procedures are effective as ofthe evaluation date. (b) Management’s Annual Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) of theExchange Act. The Company’s internal control over financial reporting is a process designed under the supervision of the Company’s chief executive officerand chief financial officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s consolidatedfinancial statements for external reporting purposes in accordance with IFRS as issued by the IASB. A company’s internal control over financial reportingincludes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions anddispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financialstatements in accordance with IFRS, and that receipts and expenditures of the company are being made only in accordance with authorizations of managementand directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or dispositionof the company’s assets that could have a material effect on the financial statements. Management has conducted an assessment of the effectiveness of the Company’s internal control over financial reporting based on the framework establishedin Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission of 2013. Based on thisassessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2023 was effective. (c) Attestation Report of the Registered Public Accounting Firm This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the rules of the SEC that permit theCompany to provide only management’s report in this annual report on Form 20-F. (d) Changes in Internal Control over Financial Reporting There have been no changes in our internal control over financial reporting during the year covered by this Annual Report that have materially affected, or arereasonably likely to materially affect, our internal control over financial reporting. Inherent Limitations on Effectiveness of Controls Our management, including our chief executive officer and our chief financial officer, do not expect that our disclosure controls or our internal control overfinancial reporting will prevent or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, notabsolute, assurance that the control system’s objectives will be met. Further, because of the inherent limitations in all control systems, no evaluation of controlscan provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within theCompany have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occurbecause of simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or bymanagement override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, andthere can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation ofcontrols effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in thedegree of compliance with policies or procedures. Item 16A. Audit Committee Financial Expert Our board of directors has determined that Ioannis Kazantzidis is our audit committee financial expert and he is considered to be “independent” according tothe SEC and Nasdaq rules. Item 16B. Code of Ethics We have adopted a code of ethics that applies to our directors, officers, employees and agents. Our code of ethics is posted on our website,http://www.globusmaritime.gr/files/ethics_Mar2022.pdf, and certain of our policies can be found here: http://www.globusmaritime.gr/bod.html?submenu=corpgov, and is available upon written request by our shareholders at no cost to Globus Shipmanagement Corp., 128 Vouliagmenis Avenue, 3rdFloor, 166 74 Glyfada, Attica, Greece. Information on, or accessed through, our website does not constitute a part of this annual report and is not incorporatedby reference. We intend to satisfy any disclosure requirements regarding any amendment to, or waiver from, a provision of this code of ethics by posting suchinformation on our website. Shareholders may direct their requests to the attention of Secretary, c/o Globus Shipmanagement Corp., 128 VouliagmenisAvenue, 3rd Floor, 166 74 Glyfada, Attica, Greece. Item 16C. Principal Accountant Fees and Services Ernst & Young (Hellas) Certified Auditors Accountants S.A., an independent registered public accounting firm, has audited our annual financial statementsacting as our independent auditor for the fiscal years ended December 31, 2023 and 2022. This table below sets forth the total (actual) amounts billed andaccrued for Ernst & Young (Hellas) Certified Auditors Accountants S.A. services and breaks down the amounts by category of services: 2023 2022Audit Fees$226,800 $203,500 Audit-Related Fees — —Tax Fees$ 9,837 $6,850All Other Fees — —Total$236,636 $210,350 Audit fees for the years ended December 31, 2023 and 2022 were paid in Euros, and we assume an exchange rate of 0.93€/$ and 0.95€/$ for 2023 and 2022,respectively. 115 Table of Contents Audit fees represent compensation for professional services rendered for the audit of the consolidated financial statements and for the review of the quarterlyfinancial information as well as services in connection with the registration statements and related consents and comfort letters and any other audit servicesrequired for SEC or other regulatory filings. Furthermore, we have engaged Ernst & Young LLP to provide us with professional services pertaining to U.S. tax compliance preparation for the respectiveyears. The Audit Committee is responsible for the appointment, replacement, compensation, evaluation and oversight of the work of the independent auditors. Aspart of this responsibility, the Audit Committee pre-approves the audit and non-audit services performed by the independent auditors in order to assure thatthey do not impair the auditor’s independence from the Company. The Audit Committee has adopted a policy which sets forth the procedures and theconditions pursuant to which services proposed to be performed by the independent auditors may be pre-approved. Item 16D. Exemptions from the Listing Standards for Audit Committees Our audit committee is comprised of two independent members of our board of directors. Otherwise, our Audit Committee conforms to each other requirementapplicable to audit committees as required by the applicable corporate governance standards of Nasdaq. Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers Not applicable. Item 16F. Change in Registrant’s Certifying Accountant None. Item 16G. Corporate Governance In lieu of obtaining an independent review of related party transactions for conflicts of interests, consistent with Marshall Islands law requirements, a relatedparty transaction will be permitted if: (i) the material facts as to such director’s interest in such contract or transaction and as to any such common directorship,officership or financial interest are disclosed in good faith or known to the board or committee, and the board or committee approves such contract ortransaction by a vote sufficient for such purpose without counting the vote of such interested director, or, if the votes of the disinterested directors areinsufficient to constitute an act of the board, by unanimous vote of the disinterested directors; or (ii) if the material facts as to such director’s interest in suchcontract or transaction and as to any such common directorship, officership or financial interest are disclosed in good faith or known to the shareholdersentitled to vote thereon, and such contract or transaction is approved by vote of such shareholders. Article VI of our articles of incorporation further limit ourability to enter into business transactions with interested shareholders. As a foreign private issuer, we are not required to solicit proxies or provide proxy statements to Nasdaq pursuant to Nasdaq corporate governance rules orMarshall Islands law. Consistent with Marshall Islands law, we will notify our shareholders of meetings between 15 and 60 days before the meeting. Thisnotification will contain, among other things, information regarding business to be transacted at the meeting. In addition, our bylaws provide that certainshareholders must give us advance notice to properly introduce any business at a meeting of the shareholders. Our bylaws also provide that shareholders maydesignate in writing a proxy to act on their behalf. While a number of the Nasdaq’s corporate governance standards do not apply to us as a foreign private issuer, we intend to comply with a number of thoserules. The practices that we will follow in lieu of Nasdaq’s corporate governance rules are as follows: 116 Table of Contents Øin lieu of a nomination committee and remuneration committee comprised entirely of independent directors, our nomination and remunerationcommittees may be comprised of a majority of independent directors. Each of these committees will be comprised of a minimum of twoindividuals; Øin lieu of holding regularly scheduled meetings of the board of directors at which only independent directors are present, we will not be holdingsuch regularly scheduled meetings; Øin lieu of a board of directors that is comprised by a majority of independent directors, our board of directors is not comprised of a majority ofindependent directors; Øin lieu of an audit committee comprised of three independent directors, our audit committee has two members; Øin lieu of having a remuneration committee with the authorities and responsibilities set forth in the Nasdaq rules, our remuneration committee isnot required to have such authorities and responsibilities; and Øin lieu of obtaining shareholder approval prior to the issuance of securities (including adoption of or any amendment to any equity incentive plan),we will comply with provisions of the BCA, which allows the board of directors to approve all share issuances. Item 16H. Mining Safety Disclosure Not Applicable. Item 16I. Disclosure Regarding Foreign Jurisdictions that Prevent InspectionsNot Applicable.Item 16J. Insider trading policies We have adopted an insider trading policy which applies to all of the Company’s directors, officers and employees as well as certain related parties, and setsforth procedures governing the purchase, sale and other disposition of our securities by such parties. Our insider trading policy is reasonably designed topromote compliance with applicable insider trading laws, rules and regulations, and any listing standards applicable to the Company. A copy of our insidertrading policy has been filed as Exhibit 11.1 to this annual report on Form 20-F. Item 16K. Cybersecurity We believe that cybersecurity is fundamental in our operations and, as such, we are committed to maintaining robust governance and oversight ofcybersecurity risks and to implementing comprehensive processes and procedures for identifying, assessing, and managing material risks from cybersecuritythreats as part of our broader risk management system and processes. Our cybersecurity risk management strategy prioritizes detection, analysis and responseto known, anticipated or unexpected threats; effective management of security risks; and resiliency against incidents. With the ever-changing cybersecuritylandscape and continual emergence of new cybersecurity threats, our senior management team and board of directors ensure that significant resources aredevoted to cybersecurity risk management and the technologies, processes and people that support it. We assess the impact of cybersecurity threats on ourbusiness, including our strategic direction, operational performance, and financial stability, using insights from any past cybersecurity incidents in the shippingindustry of which we are aware. We have implemented risk-based processes for assessing, identifying, and managing material risks from cybersecurity threats. These processes include accesscontrols to organizational systems, data encryption, and cybersecurity training and security awareness campaigns, and are designed to systematically evaluatepotential vulnerabilities and cybersecurity threats and minimize their potential impact on our organization’s operations, assets, and stakeholders. Our ITsecurity services are provided by a third party that is ISO 27001 certified. Accordingly, we also implement processes to oversee and identify materialcybersecurity risks associated with our utilization of third-party service providers on whom we have a material dependency, such as conducting due diligenceassessments to evaluate their cybersecurity measures, data protection practices, and compliance with relevant regulatory requirements. 117 Table of Contents As we do not have a dedicated board committee solely focused on cybersecurity, our board of directors has oversight responsibility for risks and incidentsrelating to cybersecurity threats, including compliance with disclosure requirements, cooperation with law enforcement, and related effects on financial andother risks. Senior management regularly discusses cyber risks and trends and, should they arise, any material incidents with our board of directors. We consultwith outside counsel as appropriate, including on materiality analysis and disclosure matters, and in the event of an incident our board of directors will makethe final materiality determinations and disclosure and other compliance decisions. Our external IT provider maintains a dedicated cybersecurity auditing teamthat independently tests our cybersecurity controls. Overall, our approach to cybersecurity risk management includes the following key elements: (i)Continuous monitoring of cybersecurity threats, both internal and external, through the use of data analytics and network monitoring systems.(ii)Engagement of third-party consultants and other advisors to provide IT services and to assist in assessing points of vulnerability of ourinformation security systems.(iii)Training and Awareness – we have various information technology policies relating to cybersecurity. We also provide employee training that isadministered on a periodic basis that reinforces our information technology policies, standards and practices, as well as the expectation thatemployees comply with these policies and identify and report potential cybersecurity risks. We also require employees to sign confidentialityagreements, where appropriate to their role.We continue to invest in our cybersecurity systems and to enhance our internal controls and processes. Our business strategy, results of operations andfinancial condition have not been materially affected by risks from cybersecurity threats, including as a result of previously identified cybersecurity incidents,but we cannot provide assurance that they will not be materially affected in the future by such risks or any future material incidents. While we have dedicatedsignificant resources to identifying, assessing, and managing material risks from cybersecurity threats, our efforts may not be adequate, may fail to accuratelyassess the severity of an incident, may not be sufficient to prevent or limit harm, or may fail to sufficiently remediate an incident in a timely fashion, any ofwhich could harm our business, reputation, results of operations and financial condition. For more information certain risks associated with cybersecurity, see“Item 3.D. Risk Factors—Company-Specific Risk Factors— A cyber-attack or our information systems otherwise not properly working could materiallydisrupt our business.” PART III Item 17. Financial Statements See Item 18. Item 18. Financial Statements The following consolidated financial statements beginning on page F-1 are filed as a part of this annual report on Form 20-F. Item 19. Exhibits 1.1Amended and Restated Articles of Incorporation of Globus Maritime Limited dated October 20, 2020 (incorporated by reference to Exhibit 99.1 toGlobus Maritime Limited’s Annual Report on Form 6-K (Reg. No. 001-34985) furnished on October 22, 2020) 1.2Amended and Restated Bylaws of Globus Maritime Limited (incorporated by reference to Exhibit 99.1 to Globus Maritime Limited’s Current Report onForm 6-K (Reg. No. 001-34985) filed on August 2, 2019) 1.3Certificate of Designation for Series A Preferred Stock of Globus Maritime Limited dated April 24, 2012 (incorporated by reference to Exhibit 1.3 toGlobus Maritime Limited’s Annual Report on Form 20-F (Reg. No. 001-34985) filed on April 27, 2012) 1.4Amended and Restated Statement of Designation of Rights, Preferences, and Privileges of Series B Preferred Stock of Globus Maritime Limited datedJuly 27, 2020 (incorporated by reference to Exhibit 99.2 to Globus Maritime Limited’s Report on Form 6-K (Reg. No. 001-34985) furnished on July 27,2020) 1.5Statement of Designation of Rights, Preferences and Privileges of Series C Participating Preferred Shares of Globus Maritime Limited (incorporated byreference to Exhibit 3.1 to Globus Maritime Limited’s Report on Form 6-K (Reg. No. 001-34985) furnished on August 3, 2023) 2.1*Description of Securities 2.2Specimen Common Share Certificate (incorporated herein by reference to Exhibit 3.2 to Globus Maritime Limited’s Report on Form 6-K (Reg. No. 001-34985) furnished on August 3, 2023) 2.3Shareholders Rights Agreement, dated as of August 3, 2023, by and between Globus Maritime Limited and Computershare Trust Company, N.A., asRights Agent (incorporated by reference to Exhibit 4.1 to Globus Maritime Limited’s Report on Form 6-K (Reg. No. 001-34985) furnished on August 3,2023) 2.4*Equity Incentive Plan of Globus Maritime Limited 118 Table of Contents 4.1Registration Rights Agreement between Globus Maritime Limited and Firment Trading Limited dated November 23, 2016 (incorporated by reference toExhibit 99.1 to Globus Maritime Limited’s Current Report on Form 6-K (Reg. No. 001-34985) filed on November 27, 2016) 4.2Private Sublease Agreement dated June 22, 2022 between Globus Shipmanagement Corp. and F.G. Europe A.E. (incorporated by reference to Exhibit4.2 to Globus Maritime Limited’s Annual Report on Form 20-F (Reg. No. 001-34985) filed on March 20, 2023) 4.3Warrant Agency Agreement dated June 22, 2020 among the Company, Computershare Inc., and Computershare Trust Company, N.A. as warrant agent(incorporated by reference to Exhibit 4.1 to Globus Maritime Limited’s Current Report on Form 6-K (Reg. No. 001-34985) furnished on June 22, 2020) 4.4Form of Class A Warrant dated June 22, 2020 (incorporated by reference to Exhibit 4.2 to Globus Maritime Limited’s Current Report on Form 6-K(Reg. No. 001-34985) furnished on June 22, 2020) 4.5Form of Securities Purchase Agreement dated June 26, 2020 between the Company and the purchasers identified on the signature pages thereto(incorporated by reference to Exhibit 4.2 to Globus Maritime Limited’s Current Report on Form 6-K (Reg. No. 001-34985) furnished on June 29, 2020) 4.6Form of Common Share Purchase Warrant to be issued to the purchasers under the Securities Purchase Agreement (incorporated by reference to Exhibit4.3 to Globus Maritime Limited’s Current Report on Form 6-K (Reg. No. 001-34985) furnished on June 29, 2020) 4.7Form of Securities Purchase Agreement dated July 17, 2020 between the Company and the purchasers identified on the signature pages thereto(incorporated by reference to Exhibit 4.2 to Globus Maritime Limited’s Current Report on Form 6-K (Reg. No. 001-34985) furnished on July 17, 2020) 4.8Form of Common Share Purchase Warrant to be issued to the purchasers under the Securities Purchase Agreement (incorporated by reference to Exhibit4.3 to Globus Maritime Limited’s Current Report on Form 6-K (Reg. No. 001-34985) furnished on July 17, 2020) 4.9Form of Securities Purchase Agreement dated December 7, 2020 between the Company and the purchasers identified on the signature pages thereto(incorporated by reference to Exhibit 4.2 to Globus Maritime Limited’s Current Report on Form 6-K (Reg. No. 001-34985) furnished on December 9,2020) 4.10Form of Common Share Purchase Warrant to be issued to the purchasers under the Securities Purchase Agreement (incorporated by reference to Exhibit4.3 to Globus Maritime Limited’s Current Report on Form 6-K (Reg. No. 001-34985) furnished on December 9, 2020) 4.11Form of Securities Purchase Agreement dated January 27, 2021 between the Company and the purchasers identified on the signature pages thereto(incorporated by reference to Exhibit 4.2 to Globus Maritime Limited’s Current Report on Form 6-K (Reg. No. 001-34985) furnished on January 28,2021) 119 Table of Contents 4.12Form of Common Share Purchase Warrant to be issued to the purchasers under the Securities Purchase Agreement (incorporated by reference to Exhibit4.3 to Globus Maritime Limited’s Current Report on Form 6-K (Reg. No. 001-34985) furnished on January 28, 2021) 4.13Form of Securities Purchase Agreement dated February 12, 2021 between the Company and the purchasers identified on the signature pages thereto(incorporated by reference to Exhibit 4.2 to Globus Maritime Limited’s Current Report on Form 6-K (Reg. No. 001-34985) furnished on February 16,2021) 4.14Form of Common Share Purchase Warrant to be issued to the purchasers under the Securities Purchase Agreement (incorporated by reference to Exhibit4.3 to Globus Maritime Limited’s Current Report on Form 6-K (Reg. No. 001-34985) furnished on February 16, 2021) 4.15Form of Securities Purchase Agreement dated June 25, 2021 between the Company and the purchasers identified on the signature pages thereto(incorporated by reference to Exhibit 4.2 to Globus Maritime Limited’s Current Report on Form 6-K (Reg. No. 001-34985) furnished on June 28, 2021) 4.16Form of Common Share Purchase Warrant to be issued to the purchasers under the Securities Purchase Agreement (incorporated by reference to Exhibit4.3 to Globus Maritime Limited’s Current Report on Form 6-K (Reg. No. 001-34985) furnished on June 28, 2021) 4.17* Deed of Accession, Amendment and Restatement of Facility Agreement among First Citizens Bank & Trust Company (formerly known as CIT BankN.A.) and Globus Maritime Limited, among others, dated August 10, 2023 4.18Shipsale Contract for Construction and Sale of One (1) 64,000 DWT Type Bulk Carrier (Hull No. S-1885) dated April 29, 2022 among CalypsoShipholding S.A., Giant Line Inc., S.A., and Nihon Shipyard Co., Ltd. (incorporated by reference to Exhibit 4.18 to Globus Maritime Limited’s AnnualReport on Form 20-F (Reg. No. 001-34985) filed on March 20, 2023) 4.19Shipbuilding Contract for One (1) 64,000-DWT Type Motor Bulk Carrier under Nacks Hull No. NE442 dated May 13, 2022 between Nantong CoscoKhi Ship Engineering Co., Ltd. and Daxos Maritime Limited (incorporated by reference to Exhibit 4.19 to Globus Maritime Limited’s Annual Report onForm 20-F (Reg. No. 001-34985) filed on March 20, 2023) 4.20Shipbuilding Contract for One (1) 64,000-DWT Type Motor Bulk Carrier under Nacks Hull No. NE443 dated May 13, 2022 between Nantong CoscoKhi Ship Engineering Co., Ltd. and Paralus Shipholding S.A. (incorporated by reference to Exhibit 4.20 to Globus Maritime Limited’s Annual Reporton Form 20-F (Reg. No. 001-34985) filed on March 20, 2023) 4.21*Shipsale Contract for Construction and Sale of One (1) 64,000 DWT Type Bulk Carrier (Hull No. S-K192) dated August 18, 2023 among OlympiaShipholding S.A., Giant Line Inc., S.A. and Nihon Shipyard Co., Ltd. 4.22*Shipsale Contract for Construction and Sale of One (1) 64,000 DWT Type Bulk Carrier (Hull No. S-3012) dated August 18, 2023 among ThaliaShipholding S.A., Giant Line Inc., S.A. and Nihon Shipyard Co., Ltd. 4.23*Bareboat Charter and related Memorandum of Agreement each dated February 23, 2024 between Daxos Maritime Limited as Bareboat Charterer/Sellerand SK Shipholding S.A. as Owner/Buyer and Guarantees issued by Globus Maritime Limited, each dated February 23, 2024 8.1*Subsidiaries of Globus Maritime Limited 11.1*Policies and Procedures to Detect and Prevent Insider Trading of Globus Maritime Limited 12.1*Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the President and Chief Executive Officer 12.2*Certification pursuant to section 302 of the Sarbanes-Oxley Act of 2002 of the Chief Financial Officer 13.1*Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the President and ChiefExecutive Officer 13.2*Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer 15.1*Consent of Independent Registered Public Accounting Firm Ernst & Young (Hellas) Certified Auditors Accountants S.A. 97.1*Policy for the Recovery of Erroneously Awarded Compensation of Globus Maritime Limited 120 Table of Contents 101*The following materials from the Company’s Annual Report on Form 20-F for the fiscal year ended December 31, 2023, formatted in Inline eXtensibleBusiness Reporting Language (iXBRL): (i) Consolidated Balance Sheets as of December 31, 2023 and 2022; (ii) Consolidated Statements of Operationsfor the years ended December 31, 2023, 2022 and 2021; (iii) Consolidated Statements of Comprehensive Income/(Loss) for the years ended December31, 2023, 2022 and 2021; (iv) Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023, 2022 and 2021; (v)Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022 and 2021; and (vi) the Notes to Consolidated FinancialStatements. 104*Cover Page Interactive Data File (formatted as Inline eXtensible Business Reporting Language (iXBRL) and contained in Exhibit 101) ______* Filed herewith. 121 Table of Contents SIGNATURES The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned tosign this annual report on its behalf. GLOBUS MARITIMELIMITED By:/s/ Athanasios Feidakis Name: Athanasios Feidakis Title: President, ChiefExecutive OfficerandChief Financial Officer Date: March 15, 2024 122 Table of Contents GLOBUS MARITIME LIMITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED DECEMBER 31, 2023 F-1 Table of Contents INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB Firm ID #1457)F-3Consolidated Statement of Comprehensive IncomeF-5Consolidated Statement of Financial PositionF-6Consolidated Statement of Changes in EquityF-7Consolidated Statement of Cash FlowsF-8Notes to the Consolidated Financial StatementsF-9 toF-37 F-2 Table of Contents Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Globus Maritime Limited. Opinion on the Financial Statements We have audited the accompanying consolidated statement of financial position of Globus Maritime Limited (the “Company”) as of December 31, 2023 and2022, the related consolidated statements of comprehensive income, changes in equity and cash flows for each of the three years in the period ended December31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statementspresent fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cashflows for each of the three years in the period ended December 31, 2023, in conformity with International Financial Reporting Standards (“IFRS”) as issued bythe International Accounting Standards Board (“IASB”). Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financialstatements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company inaccordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, norwere we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding ofinternal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financialreporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, andperforming procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in thefinancial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluatingthe overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. F-3 Table of Contents Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicatedor required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statementsand (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way ouropinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separateopinion on the critical audit matter or on the accounts or disclosures to which it relates. Indicators for impairment related to vesselsDescription of thematterAt December 31, 2023, the carrying value of the Company’s vessels was $100,557 thousand. As discussed in Notes 2.3, 2.12 and5 to the consolidated financial statements, at each reporting date the Company assesses whether there are any indicators that avessel may be impaired. In its evaluation of impairment indicators the Company considers external and internal information, inaccordance with IAS 36 Impairment of Assets (“IAS 36”), and applies judgment when assessing market conditions.Auditing management’s assessment of vessel impairment indicators was complex given the judgement and estimationuncertainty in assessing certain potential indicators of impairment, mainly due to significant volatility in the market conditions.How we addressedthe matter in ourauditWe analyzed management’s assessment of vessel impairment indicators against the accounting guidance in IAS 36. To testmanagement assessment of the developments in market conditions, our procedures included, among others, performing anindependent analysis over the vessel market charter rates and market prices, recent sale and purchase activity for second-handdry-bulk vessels and changes in independent brokers’ valuations using market information derived from external informationsources for the industry and third-party information including industry analysts’ reports and other industry data. We consideredwhether the information used by management was consistent with evidence obtained in other areas of the audit. Further, weassessed the Company’s disclosures in Notes 2.3, 2.12 and 5. /s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A. We have served as the Company’s auditor since 2007. Athens, GreeceMarch 15, 2024 F-4 Table of Contents GLOBUS MARITIME LIMITEDCONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEFor the years ended December 31, 2023, 2022 and 2021(Expressed in thousands of U.S. Dollars, except share and per share) Notes 2023 2022 2021REVENUE: Voyage revenues2.4,2.20 30,840 61,390 43,211Management & consulting fee income4 365 365 170Total Revenues 31,205 61,755 43,381 EXPENSES & OTHER OPERATING INCOME: Voyage expenses 12 (3,936) (5,373) (1,128)Vessel operating expenses 12 (16,090) (18,012) (13,808)Depreciation 5 (4,725) (5,600) (3,910)Depreciation of dry-docking costs 5 (4,185) (4,646) (2,751)Administrative expenses 13 (3,541) (2,876) (2,610)Administrative expenses payable to related parties4 (713) (1,412) (1,361)Share-based payments — — (40)Reversal of impairment 5 4,400 — —Gain from sale of vessel 3,876 — —Other (expenses)/income, net (14) (204) 171Operating income 6,277 23,632 17,944 Interest income 2,634 375 8Interest expense and finance costs 14 (4,354) (2,320) (3,262)Gain from the modification of the Loan11 417 — —Gain on derivative financial instruments 388 2,520 181Foreign exchange gains/(losses), net (90) 73 79 (1,005) 648 (2,994) TOTAL INCOME FOR THE YEAR 5,272 24,280 14,950Other Comprehensive Income — — —TOTAL COMPREHENSIVE INCOME FOR THE YEAR 5,272 24,280 14,950 Earnings per share (U.S.$): - Basic and Diluted earnings per share for the year 10 0.26 1.18 1.01 The accompanying notes form an integral part of these consolidated financial statements. F-5 Table of Contents GLOBUS MARITIME LIMITEDCONSOLIDATED STATEMENT OF FINANCIAL POSITIONAs at December 31, 2023 and 2022(Expressed in thousands of U.S. Dollars) ASSETSNotes 2023 2022 NON-CURRENT ASSETS Vessels, net5 100,557 129,461 Advances for vessel purchase5 47,246 28,172 Office furniture and equipment 85 90 Right of use asset2, 4 182 493 Restricted cash3 3,530 3,590 Fair value of derivative financial instruments19 495 1,315 Other non-current assets 10 10 Total non-current assets 152,105 163,131CURRENT ASSETS Current portion of fair value of derivative financial instruments19 808 1,092 Trade accounts receivable, net2.7 1,151 109 Inventories6 1,256 3,028 Prepayments and other assets 1,789 2,887 Restricted cash3 90 2,378 Cash and cash equivalents3 74,202 52,833 Total current assets 79,296 62,327TOTAL ASSETS 231,401 225,458 EQUITY AND LIABILITIES EQUITY Issued share capital9 82 82 Share premium9 284,406 284,406 Accumulated deficit (108,518) (113,790)Total equity 175,970 170,698NON-CURRENT LIABILITIES Long-term borrowings, net of current portion11 45,759 37,522 Provision for staff retirement indemnities 171 148 Lease liabilities2, 16 — 188 Total non-current liabilities 45,930 37,858CURRENT LIABILITIES Current portion of long-term borrowings11 6,500 6,803 Trade accounts payable and other4, 7 362 3,548 Accrued liabilities and other payables8 1,763 5,814 Current portion of lease liabilities2, 16 188 321 Deferred revenue2.4 688 416 Total current liabilities 9,501 16,902TOTAL LIABILITIES 55,431 54,760TOTAL EQUITY AND LIABILITIES 231,401 225,458 The accompanying notes form an integral part of these consolidated financial statements. F-6 Table of Contents GLOBUS MARITIME LIMITEDCONSOLIDATED STATEMENT OF CHANGES IN EQUITYFor the years ended December 31, 2023, 2022 and 2021(Expressed in thousands of U.S. Dollars) Issued Share Capital Share Premium (Accumulated Deficit) Total EquityAs at January 1, 202112 195,102 (153,020) 42,094Income for the year— — 14,950 14,950Other comprehensive income— — — —Total comprehensive income— — 14,950 14,950Share-based payments— 40 — 40Issuance of new common shares (Note 9)60 89,520 — 89,580Issuance of new common shares due to exercise of Warrants (Note 9)10 15 — 25Issuance of Class B preferred shares (Note 4)— 130 — 130Transaction costs on issue of new common shares (Note 9)— (401) — (401)As at December 31, 202182 284,406 (138,070) 146,418Income for the year— — 24,280 24,280Other comprehensive income— — — —Total comprehensive income— — 24,280 24,280As at December 31, 202282 284,406 (113,790) 170,698Income for the year— — 5,272 5,272Other comprehensive income— — — —Total comprehensive income— — 5,272 5,272As at December 31, 202382 284,406 (108,518) 175,970 The accompanying notes form an integral part of these consolidated financial statements. F-7 Table of Contents GLOBUS MARITIME LIMITEDCONSOLIDATED STATEMENT OF CASH FLOWSFor the years ended December 31, 2023, 2022 and 2021(Expressed in thousands of U.S. Dollars) Notes 2023 2022 2021Operating activities Income for the year 5,272 24,280 14,950Adjustments for: Depreciation5 4,725 5,600 3,910Depreciation of deferred dry-docking costs5 4,185 4,646 2,751Payment of deferred dry-docking costs (10,433) (2,995) (3,664)Provision for staff retirement indemnities 23 35 83Reversal of impairment5 (4,400) — —Gain on derivative financial instruments (388) (2,520) (181)Gain on sale of vessel (3,876) — —Interest expense and finance costs14 4,354 2,320 3,262Gain from the modification of the Loan (417) — —Interest income (2,634) (375) (8)Foreign exchange (gains)/losses, net 64 (26) (87)Share based payment — — 40(Increase)/decrease in: Trade accounts receivable (1,042) 894 (850)Inventories 1,772 (2,176) 396Prepayments and other assets 1,098 (1,663) (197)Increase/(decrease) in: Trade accounts payable (3,385) 2,721 (1,917)Accrued liabilities and other payables 355 (2,207) 503Deferred revenue 272 (1,628) 1,759Net cash generated from / (used in) operating activities (4,455) 26,906 20,750Cash flows from investing activities: Vessel acquisition5 — — (71,600)Net Proceeds from sale of vessel 35,097 — —Advances for vessel acquisition (19,074) (28,172) —Vessels’ improvements5 (161) (1,178) (332)Purchases of office furniture and equipment (37) (33) (36)Interest received 2,634 375 8Net cash generated from / (used in) investing activities 18,459 (29,008) (71,960)Cash flows from financing activities: Proceeds from loans11 25,000 18,000 34,250Repayment of long-term debt11 (6,250) (5,375) (3,993)Prepayment of long-term debt11 (10,505) — (35,507)Proceeds from issuance of share capital9 — — 89,580Proceeds from exercise of Warrants — — 25Transaction costs on issuance of new common shares9 — — (401)(Increase)/decrease in restricted cash3 2,348 (744) (3,158)Payment of financing costs (406) (259) (545)Payment of lease liability - principal (321) (286) (241)Interest paid (2,501) (1,614) (2,624)Net cash generated from financing activities 7,365 9,722 77,386Net increase in cash and cash equivalents 21,369 7,620 26,176Cash and cash equivalents at the beginning of the year3 52,833 45,213 19,037Cash and cash equivalents at the end of the year3 74,202 52,833 45,213 The accompanying notes form an integral part of these consolidated financial statements. F-8 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 1. Basis of presentation and general information The accompanying consolidated financial statements include the financial statements of Globus Maritime Limited (“Globus”) and its wholly ownedsubsidiaries (collectively the “Company”). Globus was formed on July 26, 2006, under the laws of Jersey. On June 1, 2007, Globus concluded itsinitial public offering in the United Kingdom and its shares were admitted for trading on the Alternative Investment Market (“AIM”). On November24, 2010, Globus was redomiciled to the Marshall Islands and its common shares were admitted for trading in the United States (NASDAQ GlobalMarket) under the Securities Act of 1933, as amended. On November 26, 2010, Globus’ shares were delisted from AIM. The registered address of Globus is: Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960. The principal business of the Company is the ownership and operation of a fleet of dry bulk motor vessels (“m/v”), providing maritime services forthe transportation of dry cargo products on a worldwide basis. The Company conducts its operations through its vessel owning subsidiaries. The operations of the vessels are managed by Globus Shipmanagement Corp. (the “Manager”), a wholly owned Marshall Islands corporation. TheManager has an office in Greece, located at 128 Vouliagmenis Avenue, 166 74 Glyfada, Greece and provides the commercial, technical, cashmanagement and accounting services necessary for the operation of the fleet in exchange for a management fee. The management fee is eliminated onconsolidation. The consolidated financial statements include the financial statements of Globus and its subsidiaries listed below, all wholly owned byGlobus as at December 31, 2023: Company Country of Incorporation Vessel Delivery Date Vessel Owned Globus Shipmanagement Corp. Marshall Islands — Management Co.Devocean Maritime Ltd.Marshall IslandsDecember 18, 2007m/v River GlobeArtful Shipholding S.A. Marshall Islands June 22, 2011 m/v Moon Globe Serena Maritime Limited Marshall Islands October 29, 2020 m/v Galaxy GlobeTalisman Maritime Limited Marshall Islands July 20, 2021 m/v Power GlobeArgo Maritime Limited Marshall Islands June 9, 2021 m/v Diamond GlobeSalaminia Maritime Limited Marshall Islands November 29, 2021 m/v Orion GlobeCalypso Shipholding S.A. Marshall Islands — Hull No: S-1885*Daxos Maritime Limited Marshall Islands — Hull No: NE-442*Olympia Shipholding S.A. Marshall Islands — Hull No: S-K192*Paralus Shipholding S.A. Marshall Islands — Hull No: NE-443*Thalia Shipholding S.A. Marshall Islands — Hull No: S-3012*Longevity Maritime Limited Malta September 15, 2011 **Domina Maritime Ltd. Marshall Islands May 19, 2010 ***Dulac Maritime S.A. Marshall Islands May 25, 2010 **** * New building vessels ** m/v Sun Globe was sold and delivered to her new owners on June 5, 2023 (Note 5) *** m/v Sky Globe was sold and delivered to her new owners on September 7, 2023 (Note 5) **** m/v Star Globe was sold and delivered to her new owners on September 13, 2023 (Note 5) The consolidated financial statements as at December 31, 2023 and 2022 and for the three years in the period ended December 31, 2023, wereapproved for issuance by the Board of Directors on March 14, 2024. 2. Basis of Preparation and Accounting Policies 2.1 Basis of Preparation: The consolidated financial statements have been prepared on a historical cost basis, except for derivative financial instrumentswhich are measured at fair value. The consolidated financial statements are presented in U.S. dollars and all values are rounded to the nearestthousand ($ 000s) except when otherwise indicated. Going concern basis of accounting: The Company performs on a regular basis an assessment to evaluate its ability to continue as a going concern. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which isat least, but is not limited to, twelve months from the end of the reporting period. The degree of consideration depends on the facts in each case anddepends on the Company’s profitability and ready access to financial resources, In certain cases, management may need to consider a wide range offactors relating to current and expected profitability, debt repayment schedules, compliance with the financial and security collateral cover ratiocovenants under its existing debt agreements and potential sources of replacement financing before it can satisfy itself that the going concern basis isappropriate. The Company may need to develop detailed cash flow projections as part of its assessment in such cases. In developing estimates offuture cash flows, the Company makes assumptions about the vessels’ future performance, with the significant assumptions relating to time charterequivalent rates, vessels’ operating expenses, vessels’ capital expenditures, fleet utilization, Company’s general and administrative expenses and cash flow requirements for debt servicing. The assumptions used to develop estimates of future cash flows are based on historical trends as well as futureexpectations. As at December 31, 2023, the Company reported a total comprehensive income for the year of $5,272, Cash and cash equivalents of $74,202, aworking capital surplus of $69,795 and was in compliance with its debt covenants. The above conditions indicate that the Company is expected to be able to operate as a going concern and these consolidated financial statements wereprepared under this assumption. Conflicts The conflict between Russia and Ukraine, which commenced in February 2022, has disrupted supply chains and caused instability and significantvolatility in the global economy. Much uncertainty remains regarding the global impact of the conflict in Ukraine, and it is possible that suchinstability, uncertainty and resulting volatility could significantly increase the costs of the Company and adversely affect its business, including theability to secure charters and financing on attractive terms, and as a result, adversely affect the Company’s business, financial condition, results ofoperation and cash flows. Currently there is no effect on the Company’s operations. Furthermore, the intensity and duration of the recently declaredwar between Israel and Hamas is difficult to predict and its impact on the world economy and drybulk industry is uncertain. While much uncertaintyremains regarding the global impact of the war between Israel and Hamas, it is possible that such tensions could result in the eruption of furtherhostilities in other regions, including the Red Sea, and could adversely affect the Company’s business, financial conditions, operating results, and cashflows. F-9 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 2. Basis of Preparation and Accounting Policies (continued) Statement of Compliance: These consolidated financial statements of the Company have been prepared in accordance with International FinancialReporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Basis of Consolidation: The consolidated financial statements comprise the financial statements of Globus and its subsidiaries listed in Note 1. Thefinancial statements of the subsidiaries are prepared for the same reporting period as the Company, using consistent accounting policies. All inter-company balances and transactions have been eliminated upon consolidation. Subsidiaries are fully consolidated from the date on whichcontrol is transferred to the Company and cease to be consolidated from the date on which control is transferred out of the Company. 2.2 Standards amendments and interpretations: The accounting policies adopted are consistent with those of previous financial year except for the following amended IFRS which have been adoptedby the Company as at January 1, 2023: •IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2: Disclosure of Accounting policies (Amendments) The Amendments are effective for annual periods beginning on or after January 1, 2023 with earlier application permitted. The amendmentsprovide guidance on the application of materiality judgements to accounting policy disclosures. In particular, the amendments to IAS 1 replacethe requirement to disclose ‘significant’ accounting policies with a requirement to disclose ‘material’ accounting policies. Also, guidance andillustrative examples are added in the Practice Statement to assist in the application of the materiality concept when making judgements aboutaccounting policy disclosures. The Company revisited and updated its accounting policies to apply the requirements of the amendments to IAS 1.The amendments had no material impact on the financial statements of the Company. ·IFRS 17 insurance contracts,·IAS 8 Accounting policies, Changes in Accounting Estimates and Errors: Definition of Accounting Estimates (Amendments),·IAS 12 Income taxes: Deferred Tax related to Assets and Liabilities arising from a Single Transaction (Amendments),·IAS 12 Income taxes: International Tax Reform - Pillar Two Model Rules (Amendments) These newly adopted IFRS and amendments to IFRS did not have a material impact on the Company’s accounting policies. Standards issued but not yet effective and not early adopted: •IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (Amendments) The amendments are effective for annual reporting periods beginning on or after January 1, 2024, with earlier application permitted.Management is in process of assessing the effect of these amendments on the Company’s financial statements and disclosures. •IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments Disclosure - Supplier Finance Arrangements (Amendments). The amendments are effective for annual reporting periods beginning on or after January 1, 2024, with earlier application permitted. Managementis in process of assessing the effect of these amendments on the Company’s financial statements and disclosures. ·IAS 21 The Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability (Amendments). The amendments are effective for annual reporting periods beginning on or after January 1, 2025, with earlier application permitted. Managementis in process of assessing the effect of these amendments on the Company’s financial statements and disclosures. ·Amendment in IFRS 10 Consolidated Financial Statements and IAS 28 Investments in Associates and Joint Ventures: Sale orContribution of Assets between an Investor and its Associate or Joint Venture. In December 2015 the IASB postponed the effective date of this amendment indefinitely pending the outcome of its research project on theequity method of accounting. ·IFRS 16 Leases: Lease Liability in a Sale and Leaseback (amendments). The amendments are effective for annual reporting periods beginning on or after January 1, 2024, with earlier application permitted. Managementis in process of assessing the effect of these amendments on the Company’s financial statements and disclosures. The Company plans to adopt these standards on their respective effective dates. F-10 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 2. Basis of Preparation and Accounting Policies (continued) 2.3 Accounting policies, judgments, estimates and assumptions: The preparation of consolidated financial statements in conformity with IFRS requiresmanagement to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingentassets and liabilities at the date of the consolidated financial statements and the amounts of revenues and expenses recognized during the reportingperiod. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carryingamount of the asset or liability affected in the future. Judgments: In the process of applying the Company’s accounting policies, management has made the following judgments that had a significanteffect on the amounts recognized in the consolidated financial statements. Impairment and Reversal of previously recognized impairment: The Company applies judgment in assessing at each reporting date whetherindicators of impairment or reversal of previously recognized impairment loss exist for any vessels. If indicators of possible impairment or reversal ofimpairment are identified, the Company estimates the recoverable amount of such vessel.The Company considers the following indicators of impairment/reversal of impairment:Ø Observable significant decrease / increase in vessel’s market value; Ø Significant adverse / favorable changes in the technological, economic or legal environment incurred or are expected to be incurred and negatively/ positively affect vessel’s value or decrease / increase its revenue generating ability; and Ø Market interest rates of return on investments have increased / decreased during the period, which will result in increase /decrease of the discountrate. To evaluate the presence of impairment/reversal of impairment indicators the Company assessed current market conditions as derived from historicalinformation including analysis over vessel market charter rates and market prices, recent vessels sales and purchase activity, independent brokersvaluations reports and also assesses forward looking industry information regarding vessels market values as well as various qualitative factors. Basedon such assessment performed as of December 31, 2023 and 2022, the Company concluded that no indicators for impairment were present as ofDecember 31, 2023 and 2022 and no impairment was recorded for the years ended December 31, 2023 and 2022. Following the agreement to sell SunGlobe and given the significant increase in the vessel’s market value, the Company assessed that there were indications that impairment lossesrecognized in the previous periods with respect to this vessel have decreased. Therefore, the carrying amount of the vessel was increased to itsrecoverable amount, determined based on selling price less cost to sell, and the Company recorded reversal of impairment amounting $4,400, duringthe first quarter of 2023. No reversal of previously recognized impairment losses was recorded for the year ended December 31, 2022 (Note 5). F-11 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 2. Basis of Preparation and Significant Accounting Policies (continued) Estimates and assumptions: The key assumptions concerning the future and other key sources of estimation uncertainty at the financial positiondate, that have a significant risk of causing a significant adjustment to the carrying amount of assets and liabilities within the next financial year, arediscussed below. The Company based its assumptions and estimates on parameters available when the consolidated financial statements wereprepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arisingthat are beyond the control of the Company. Such changes are reflected in the assumptions when they occur. Ø Carrying amount of vessels, net: Vessels are stated at cost, less accumulated depreciation (including depreciation of dry-docking costs) andaccumulated impairment losses. The estimates and assumptions that have the most significant effect on the vessels carrying amount are estimations inrelation to useful lives of vessels, their residual value and estimated dry docking dates. The key assumptions used are further explained in notes 2.9 to2.12. Ø Impairment of Vessels and Reversal of previously recognized impairment losses: The Company’s impairment test for non-financial assets is basedon the assets’ recoverable amount, where the recoverable amount is the greater of fair value less costs to sell and value in use. The Company engagedindependent valuation specialists to determine the fair value of non-financial assets as at December 31, 2023 and 2022. The value in use calculation isbased on a discounted cash flow model. The value in use calculation is most sensitive to the discount rate used for the discounted cash flow model aswell as the expected net cash flows. See notes 2.12 and 5. The Company assesses also at each reporting date whether there is any indication that animpairment loss recognized in prior periods for a vessel may no longer exist or may have decreased. 2.4 Accounting for revenue and related expenses: The Company generates its revenues from charterers for the charter hire of its vessels. Vessels arechartered using time charters, where a contract is entered into for the use of a vessel for a specific period of time and a specified daily charter hirerate. If a time charter agreement exists and collection of the related revenue is reasonably assured, revenue is recognized on a straight-line basis overthe period of the time charter. Such Voyage Revenues are treated in accordance with IFRS 16 as lease income, while the portion of time charterrevenues related to technical management services are recognized in accordance with IFRS 15. Associated broker commissions are recognized on apro-rata basis over the duration of the period of the time charter. Deferred revenue relates to cash received prior to the financial position date and isrelated to revenue earned after such date. Interest income: Interest income is recognized as interest on an accrual basis. Voyage expenses: Voyage expenses primarily consisting of port, canal and bunker expenses that are unique to a particular charter under time charterarrangements are paid by the charterer. Furthermore, voyage expenses include brokerage commission on revenue which is paid by the Company.Voyage expenses are accounted for on an accrual basis. Vessel operating expenses: Vessel operating costs include crew costs, provisions, deck and engine stores, lubricating oil, insurance, maintenance andrepairs. Vessel operating expenses are accounted for on an accrual basis. 2.5 Foreign currency translation: The functional currency of Globus and its subsidiaries is the U.S. dollar, which is also the presentation currency ofthe Company, since the Company’s vessels operate in international shipping markets, whereby the U.S. dollar is the currency used for transactions.Transactions involving other currencies during the period are converted into U.S. dollars using the exchange rates in effect at the time of thetransactions. At the financial position dates, monetary assets and liabilities, which are denominated in currencies other than the U.S. dollar, aretranslated into the functional currency using the period-end exchange rate. Gains or losses resulting from foreign currency transactions are included inforeign exchange gains/(losses), net in the consolidated statement of comprehensive income. 2.6 Cash and cash equivalents: The Company considers highly liquid investments such as time deposits and certificates of deposit with originalmaturity of three months or less to be cash and cash equivalents. 2.7 Trade accounts receivable, net: The amount shown as trade accounts receivable at each financial position date includes estimated recoveries fromcharterers for hire, net of an allowance for doubtful accounts. Trade accounts receivable without a significant financing component are initiallymeasured at their transaction price and subsequently measured at amortized cost less impairment losses, which are recognized in the consolidatedstatement of comprehensive income. At each financial position date, all potentially uncollectible accounts are assessed individually for the purpose ofdetermining the appropriate provision for expected credit losses. The provision for expected credit losses at December 31, 2023 and 2022 was nil. 2.8 Inventories: Inventories consist of lubricants, bunkers and gas cylinders and are stated at the lower of cost and net realizable value. The cost isdetermined by the first-in, first-out method. F-12 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 2. Basis of Preparation and Significant Accounting Policies (continued) 2.9 Vessels, net: Vessels are stated at cost, less accumulated depreciation (including depreciation of dry-docking cost) and accumulated impairment losses.Vessel cost consists of the contract price for the vessel and any material expenses incurred upon acquisition (initial repairs, improvements anddelivery expenses, interest, commissions paid and on-site supervision costs incurred during the construction periods). Subsequent expenditures forconversions and major improvements are also capitalized when the recognition criteria are met. Otherwise, these amounts are charged to expenses asincurred. 2.10 Dry-docking costs: Vessels are required to be dry-docked for major repairs and maintenance that cannot be performed while the vessels are operating.Dry-dockings occur approximately every 2.5 years. The costs associated with the dry-dockings are capitalized and depreciated on a straight-line basisover the period between dry-dockings, to a maximum of 2.5 years. At the date of acquisition of a vessel, management estimates the component of thecost that corresponds to the economic benefit to be derived until the first scheduled dry-docking of the vessel under the ownership of the Companyand this component is depreciated on a straight-line basis over the remaining period through the estimated dry-docking date. 2.11 Depreciation: The cost of each of the Company’s vessels is depreciated on a straight-line basis over each vessel’s remaining useful economic life,after considering the estimated residual value of each vessel, beginning when the vessel is ready for its intended use. Management estimates that theuseful life of new vessels is 25 years, which is consistent with industry practice. The residual value of a vessel is the product of its lightweighttonnage and estimated scrap value per lightweight ton. The residual values and useful lives are reviewed at each reporting date and adjustedprospectively. During the fourth quarter of 2021, the Company adjusted the scrap rate from $300/ton (absolute amount) to $380/ton (absolute amount)due to the increased scrap rates worldwide. This resulted to a decrease of $145 to the depreciation charge included in the consolidated statement ofcomprehensive income for 2021. During the fourth quarter of 2022, the Company adjusted the scrap rate from $380/ton (absolute amount) to $440/ton(absolute amount) due to the increased scrap rates worldwide. This resulted to a lower amount of $118 to the depreciation charge included in theconsolidated statement of comprehensive income for 2022. During the fourth quarter of 2023, the Company adjusted the scrap rate from $440/ton to$480/ton, due to the increased scrap rates worldwide. This resulted in a decrease of approximately $62 to the depreciation charge included in theconsolidated statement of comprehensive income for 2023.2.12 Impairment of Long-Lived Assets and Reversal of previously recognized impairment losses: The Company assesses at each reporting datewhether there is an indication that a vessel may be impaired. The Company has considered various indicators, including but not limited to the currentlevel of market hire rates, the market price of its vessels, the economic outlook, technological, regulatory and environmental developments. Thevessel’s recoverable amount is estimated when events or changes in circumstances indicate the carrying value may not be recoverable. If suchindication exists and where the carrying value exceeds the estimated recoverable amounts, the vessel is written down to its recoverable amount. Therecoverable amount is the greater of fair value less costs to sell and value-in-use. In assessing value-in-use, the estimated future cash flows arediscounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to thevessel. Impairment losses are recognized in the consolidated statement of comprehensive income. The Company assesses also at each reporting datewhether there is any indication that an impairment loss recognized in prior periods for a vessel may no longer exist or may have decreased. Apreviously recognized impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amountsince the last impairment loss was recognized. If that is the case, the carrying amount of the asset is increased to its recoverable amount. Thatincreased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognizedfor the asset in prior years. Such a reversal is recognized in the consolidated statement of comprehensive income. After such a reversal, thedepreciation charge is adjusted in future periods to allocate the asset’s revised carrying amount, less any residual value, on a systematic basis over itsremaining useful life (refer to note 5). 2.13 Long-term debt: Long-term debt is initially recognized at the fair value of the consideration received net of financing costs directly attributable tothe borrowing. After initial recognition, long-term debt is subsequently measured at amortized cost using the effective interest rate method. Amortizedcost is calculated by taking into account any financing costs and any discount or premium on settlement. Gains and losses are recognized in theincome statement component of the consolidated statement of comprehensive income when the liabilities are derecognized or impaired, as well asthrough the amortization process. Accrued interest at the end of the reporting period is added at the current portion of long-term debt. 2.14 Financing costs: Fees incurred for obtaining new loans or refinancing existing loans are deferred and amortized over the life of the related debt, usingthe effective interest rate method. Any unamortized balance of costs relating to loans repaid or refinanced is expensed in the period the repayment orrefinancing is made. For the year ended December 31, 2023, the Company deferred financing costs of $406, which relate to the costs incurred for thetop up loan amount of $25,000 with First Citizens Bank & Trust Company (formerly known as CIT Bank N.A.) (“First-Citizens Bank”) (This loanfacility is referred to as the “CIT Loan Facility”, see Note 11 for more details). For the year ended December 31, 2022, the Company deferredfinancing costs of $259, which relate to the costs incurred for the top up loan amount of $18,000 under the CIT Loan Facility (see Note 11 for moredetails). For the year ended December 31, 2021, the Company deferred financing costs of $545, which relate to the costs incurred for CIT LoanFacility (see Note 11 for more details). F-13 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 2. Basis of Preparation and Accounting Policies (continued) 2.15 Borrowing costs: Borrowing costs consist of interest and other costs that the Company incurs in connection with the borrowing of funds. Borrowingcosts are expensed to the income statement component of the consolidated statement of comprehensive income as incurred under “interest expenseand finance costs” except borrowing costs that relate to a qualifying asset. A qualifying asset is an asset that necessarily takes a substantial period oftime to get ready for its intended use. Borrowing costs that relate to qualifying assets are capitalized. 2.16 Operating segment: The Company reports financial information and evaluates its operations by charter revenues and not by other factors such aslength of ship employment for its customers i.e., spot or time charters or type of vessel. The Company does not use discrete financial information toevaluate the operating results for each such type of charter. Although revenue can be identified for these types of charters, management cannot anddoes not identify expenses, profitability or other financial information for these charters. As a result, management, including the chief operatingdecision maker, reviews operating results solely by revenue per day and operating results of the fleet and thus the Company has determined that itoperates as one operating segment. Furthermore, when the Company charters a vessel to a charterer, the charterer is free to trade the vessel worldwideand, as a result, the disclosure of geographical information is impracticable.2.17 Provisions and contingencies: Provisions are recognized when the Company has a present legal or constructive obligation as a result of past events, itis probable that an outflow of resources embodying economic benefits will be required to settle the obligation and, a reliable estimate of the amountof the obligation can be made. Provisions are reviewed at each financial position date and adjusted to reflect the present value of the expenditureexpected to be required to settle the obligation. Contingent liabilities are not recognized in the consolidated financial statements but are disclosedunless the possibility of an outflow of resources embodying economic benefits is remote, in which case there is no disclosure. Contingent assets arenot recognized in the consolidated financial statements but are disclosed when an inflow of economic benefits is probable. 2.18 Offsetting of financial assets and liabilities: Financial assets and liabilities are offset and the net amount is presented in the consolidated financialposition only when the Company has a legally enforceable right to set off the recognized amounts and intend either to settle such asset and liability ona net basis or to realize the asset and settle the liability simultaneously. 2.19 Financial assets and liabilities: i. Classification and measurement of financial assets and financial liabilities Under IFRS 9, on initial recognition, a financial asset is classified as measured at: amortized cost; fair value through other comprehensive income(FVOCI) - debt investment; FVOCI - equity investment; or fair value through profit or loss (FVTPL). The classification of financial assets underIFRS 9 is generally based on the business model in which a financial asset is managed and its contractual cash flow characteristics. F-14 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 2. Basis of Preparation and Significant Accounting Policies (continued) All financial assets not classified as measured at amortized cost or FVOCI as described above are measured at FVTPL. On initial recognition, theCompany may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortized cost or at FVOCI as atFVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. A financial asset (unless it is a trade receivable without a significant financing component that is initially measured at the transaction price) is initiallymeasured at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition. ii. Impairment of financial assets The financial assets at amortized cost consist of trade accounts receivable and cash and cash equivalents. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, theCompany considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitativeand qualitative information and analyses, based on the Company's historical experience and informed credit assessment and including forward-looking information. The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 180 days past due.The Company considers a financial asset to be in default when: •the counterparty is unlikely to pay its contractual obligations to the Company in full, without recourse by the Company to actions such asrealizing security (if any is held); or•the financial asset is more than 1 year past due. The maximum period considered when estimating ECLs is the maximum contractual period over which the Company is exposed to credit risk. ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls (i.e. the differencebetween cash flows due to the entity in accordance with the contract and cash flows that the Company expects to receive). ECLs are discounted at theeffective interest rate of the financial asset. Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amount of the assets.iii. Derecognition of financial assets A financial asset (or, where applicable a part of a financial asset or part of a group of similar financial assets) is derecognized where:•the rights to receive cash flows from the asset have expired;•the Company retains the right to receive cash flows from the asset, but has assumed an obligation to pay them in full without material delay to athird party under a “pass-through” arrangement; or•the Company has transferred its rights to receive cash flows from the asset and either (a) has transferred substantially all the risks and rewards ofthe assets, or (b) has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of the asset. F-15 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 2. Basis of Preparation and Significant Accounting Policies (continued) Where the Company has transferred its rights to receive cash flows from an asset and has neither transferred nor retained substantially all the risksand rewards of the asset nor transferred control of the asset, the asset is recognized to the extent of the Company’s continuing involvement in theasset.Continuing involvement that takes the form of a guarantee over the transferred asset is measured at the lower of the original carrying amount of theasset and the maximum amount of consideration that the Company could be required to repay. iv. Derecognition of Financial liabilities: A financial liability is derecognized when the obligation under the liability is discharged or cancelled or expires.Where an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liabilityare substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liabilityand, the difference in the respective carrying amounts is recognized in profit or loss.2.20 Leases:Leases – where the Company is the lessee: The Company applies a single recognition and measurement approach for all leases, except for shortterm leases and leases of low value assets. The Company recognizes lease liabilities to make payments and right of use assets representing the right ofuse of the underlying asset. The Company recognizes right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset isavailable for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses and adjusted for anyremeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognized, initial direct costs incurred andlease payments made at or before the commencement date. Right-of-use assets are depreciated on a straight-line basis over the shorter of the leaseterm and the estimated useful lives of the assets.At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value of lease payments to be made over thelease term. In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement datebecause the interest rate implicit in the lease is not readily determinable. After the commencement date, the amount of lease liabilities is increased toreflect the accretion of interest and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there isa modification, a change in the lease term or a change in the lease payments. Leases – where an entity is the lessor: Leases of vessels where the entity does not transfer substantially all the risks and benefits of ownership of thevessel are classified as operating leases. Lease income on operating leases is recognized on a straight-line basis over the lease term (see also Note2.4). For time charters that qualify as leases, the Company is required to disclose lease and non-lease components of lease revenue. The revenue earnedunder time charters is not negotiated as two separate components, but as a whole. For purposes of determining the standalone selling price of thevessel lease and technical management service components of the Company’s time charters, the Company concluded that the residual approach wouldbe the most appropriate method to use given that vessel lease rates are highly variable depending on shipping market conditions, the duration of suchcharters and the age of the vessel. The Company believes that the standalone transaction price attributable to the technical management service component, including crewing services,is more readily determinable than the price of the lease component and, accordingly, the price of the service component is estimated using dataprovided by its technical department, which includes crew expenses, maintenance and consumable costs and was approximately $16,473 for the yearended December 31, 2023. The lease component that is disclosed then is calculated as the difference between total revenue and the non-leasecomponent revenue and was approximately $14,367 for the year ended December 31, 2023. F-16 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 2. Basis of Preparation and Significant Accounting Policies (continued) 2.21 Share capital and Warrants: Common shares and preferred shares are classified as equity. Incremental costs directly attributable to the issue of newshares are recognized in equity as a deduction from the proceeds. The Company’s warrants meet the classification criteria as per IAS 32 and,accordingly, are classified in equity. 2.22 Fair value measurement: The Company measures financial instruments, such as derivatives at fair value at each reporting date. In addition, fairvalues of financial instruments measured at amortized cost are disclosed in note 21. Fair value is the price that would be received to sell an asset orpaid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement is based on thepresumption that the transaction to sell the asset or transfer the liability takes place either, a) in the principal market for the asset or the liability or b)in the absence of a principal market, in the most advantageous market for the asset or liability both being accessible by the Company. The fair valueof an asset or a liability is measured using the assumptions that the market participants would use when pricing the asset or liability, assuming that themarket participants act in their best economic interest. A fair value measurement of a non-financial asset takes into account the market participant’sability to generate economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use theasset in its highest and best use. The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data areavailable to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.The Company uses the following hierarchy for determining and disclosing the fair value of assets and liabilities by valuation technique: Level 1: quoted (unadjusted) prices in active markets for identical assets or liabilities. Level 2: other techniques for which all inputs which have a significant effect on the recorded fair value are observable, either directly or indirectly.Level 3: techniques which use inputs which have a significant effect on the recorded fair value that are not based on observable market data.For assets and liabilities that are recognized at fair value in the consolidated financial statements on a recurring basis, the Company determineswhether transfers have occurred between levels in the hierarchy by reassessing categorization at the end of each reporting period.2.23 Current versus non-current classification: The Company presents assets and liabilities in the consolidated statement of financial position based oncurrent/non-current classification.An asset as current when it is: •expected to be realized or intended to be sold or consumed in a normal operating cycle;•held primarily for the purpose of trading;•expected to be realized within twelve months after the reporting period; or•cash or cash equivalentAll other assets are classified as non-current. A liability is current when: •it is expected to be settled in a normal operating cycle;•it is held primarily for the purpose of trading;•it is due to be settled within twelve months after the reporting period;•there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. All other liabilities are classified as non-current. F-17 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 2. Basis of Preparation and Significant Accounting Policies (continued) 2.24 Restricted Cash: Restricted cash represents pledged cash deposits or minimum liquidity required to be maintained under the Company's borrowingarrangements. In the event that the obligation to maintain such deposits is expected to be terminated within the next twelve months, these deposits areclassified as current assets. Otherwise, they are classified as non-current assets. 2.25 Interest Rate Swap: The Company enters into interest rate swap agreements to manage its exposure to fluctuations of interest rate risk associatedwith its borrowings. Interest Rate Swaps are measured at fair value. The Company uses valuation techniques that are appropriate in the circumstancesand for which sufficient data are available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use ofunobservable inputs. The valuation technique used for the Interest Rate Swaps is the discounted cash flow (see also note 19). The Company has notdesignated these interest rate swaps for hedge accounting.The fair value of the Interest Rate Swaps is classified under “Fair value of derivative financial instruments” either under assets or liabilities in theconsolidated statement of financial position. In the event that the respective asset or liability is expected to be materialized within the next twelvemonths, it is classified as current asset or liability. Otherwise, the respective asset or liability is classified as non-current asset or liability.The change in fair value deriving from the valuation of the Interest Rate Swap at the end of each reporting period is classified under “Gain onderivative financial instruments” in the consolidated statement of comprehensive income. Realized gains or losses resulting from interest rate swapsare recognized in profit or loss under “Gain on derivative financial instruments” in the consolidated statement of comprehensive income. 2.26 Management & consulting fee income: The Company enters into consultancy agreements with other companies for the purpose of providingconsultancy services. For these services the Company receives a fee. The total income from these fees is classified in the income statementcomponent of the consolidated statement of comprehensive income under management & consulting fee income. 3. Cash and cash equivalents and Restricted cash For the purpose of the consolidated statement of financial position, cash and cash equivalents comprise the following: December 31, 2023 2022Cash on hand11 36Cash at banks74,191 52,797Total74,202 52,833 Cash held in banks earns interest at floating rates based on daily bank deposit rates. The fair value of cash and cash equivalents as at December 31, 2023 and 2022, was $74,202 and $52,833, respectively. As at December 31, 2023 and 2022, the Company had pledged an amount of $3,620 and $5,968, respectively, in order to fulfill collateral requirements.The fair value of the restricted cash as at December 31, 2023 was $3,620, $3,530 included in non-current assets and $90 included in current assets as atDecember 31, 2023. The fair value of the restricted cash as at December 31, 2022 was $5,968, $3,590 included in non-current assets and $2,378included in current assets as at December 31, 2022. The cash and cash equivalents are held with reputable bank and financial institution counterpartieswith high ratings. F-18 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 4 Transactions with Related Parties The following are the major transactions which the Company has entered into with related parties during the years ended December 31, 2023, 2022 and2021: In August 2006, Globus entered into a rental agreement for 350 square meters of office space for its operations within a building owned by CyberonicaS.A. (an affiliate of Globus’s chairman). In 2016 the Company renewed the rental agreement at a monthly rate of Euro 10,360 (absolute amount)($11.9) with a lease period ending January 2, 2025. On August 5, 2021, the Company entered into a new rental agreement for 902 square meters ofoffice space for its operations within a building leased by Cyberonica S.A. (an affiliate of Globus’s chairman) at a monthly rate of Euro 26,000(absolute amount) with a lease period ending August 4, 2024. The previous rental agreement was terminated. In June 2022, the Company entered into anew rental agreement with F.G. Europe (an affiliate of Globus’s chairman) for the same office space, at the same rate of Euro 26,000 (absolute amount)and with the same lease period ending of August 4, 2024. The previous rental agreement with Cyberonica was terminated resulting in a gain of $40classified in the income statement component of the consolidated statement of comprehensive income under interest and finance costs. The Companydoes not presently own any real estate. During the years ended December 31, 2023, 2022 and 2021, the rent charged amounted to $349, $341 and $242,respectively. The depreciation charge for right-of-use assets for the years ended December 31, 2023, 2022 and 2021, was $311, $327 and $206, respectively, and wasrecognized in the income statement component of the consolidated statement of comprehensive income under depreciation. The interest expense onlease liabilities for the years ended December 31, 2023, 2022 and 2021, was $28, $54 and $52, respectively, and recognized under interest expense andfinance costs in the income statement component of the consolidated statement of comprehensive income. The total cash outflows for leases for theyears ended December 31, 2023, 2022 and 2021, were approximately $339, $341 and $314, respectively, and were recognized in the consolidatedstatement of cash flows under the Payment of lease liability – principal and Interest Paid. As at December 28, 2015, Athanasios Feidakis assumed the position of Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”). OnAugust 18, 2016, the Company entered into a consultancy agreement with an affiliated company (Goldenmare Limited) of its CEO and CFO, Mr.Athanasios Feidakis, for the purpose of providing consulting services to the Company in connection with the Company’s international shipping andcapital raising activities, including but not limited to assisting and advising the Company’s CEO and CFO at an annual fee of Euro 200,000 (absoluteamount). On December 3, 2020, the Company agreed to increase the consultancy fees of Goldenmare Limited, from Euro 200,000 to Euro 400,000(absolute amount) per annum and additionally pay a one-time cash bonus of $1,500 to the CEO pursuant to his consultancy agreement, which has beenpaid. Specifically, in February 2021, the Company paid to the CEO of Goldenmare Limited (Mr. Athanasios Feidakis) the amount of $1,000 and inSeptember 2021 the remaining amount of $500. In addition, in December 2021, the Company agreed to pay a one-time cash bonus of $1,500 toGoldenmare Limited pursuant to the consultancy agreement, half of which was to be paid immediately and the other half during 2022, if at the time ofthe payment Mr. Athanasios Feidakis remains CEO and the consultant has not terminated its consultancy agreement, which has been paid as ofDecember 31, 2023. The related expense for the years ended December 31, 2023, 2022 and 2021, amounted to $432, $1,172 and $1,216, respectively. F-19 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 4. Transactions with Related Parties (continued) On March 2, 2021, the Company entered into a stock purchase agreement and issued 10,000 Series B Preferred Shares, par value $0.001 per share, toGoldenmare Limited in return for $130, which amount was settled by reducing, on a dollar-for-dollar basis, the amount payable as executivecompensation by the Company to Goldenmare Limited pursuant to a consultancy agreement. The issuance of the Series B preferred shares toGoldenmare Limited was approved by an independent committee of the Company’s Board of Directors. As at December 31, 2023, and 2022, Goldenmare Limited owned 10,300 of the Company’s Series B preferred shares. Each Series B preferred share has25,000 votes, provided that no holder of Series B preferred shares may exercise voting rights pursuant to Series B preferred shares that would result inthe aggregate voting power of the beneficial owner of any such holder of Series B preferred shares, together with its affiliates, exceeding 49.99% of thetotal number of votes eligible to be cast on any matter submitted to a vote of shareholders. Except as otherwise provided by applicable law, holders ofthe Company’s Series B preferred shares and the Company’s common shares vote together as a single class on all matters submitted to a vote ofshareholders, including the election of directors. Athanasios Feidakis has substantial control and influence over the Company’s management and affairsand over matters requiring shareholder approval, including the election of directors and significant corporate transactions, through his ability to directthe vote of such Series B preferred shares. As at December 31, 2023, 2022 and 2021, Mr. George Feidakis beneficially owned 24.9%, 3.7% and 3.7%, respectively, of Globus’ common shares.Mr. George Feidakis (father of Mr. Athanasios Feidakis) is also the chairman of the Board of Directors of Globus. On July 15, 2021 Globus entered into a consultancy agreement with Eolos Shipmanagement S.A. for the purpose of providing consultancy services toEolos Shipmanagement S.A. For these services the Company receives a daily fee of $1,000 (absolute amount). The chairman of the board of Globus isthe majority shareholder of Eolos Shipmanagement. F-20 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 4. Transactions with Related Parties (continued) On February 14, 2022 the Company changed the compensation of the non-executive directors. In the aggregate, the annual service fee for each of thedirectors (based on their current roles and committee seats) has been set at $80, payable in cash, based on the annual service fees, committee fees, andother similar fees. Compensation of Key Management Personnel of the Company: Compensation to Globus non-executive directors is analyzed as follows: For the year ended December 31, 2023 2022 2021Directors’ remuneration240 240 145Share-based payments— — 40Total240 240 185 As at December 31, 2023, and 2022, $60 of the compensation to non-executive directors was remaining due and unpaid, for both December 31, 2023and 2022. Amounts payable to non-executive directors are classified as trade accounts payable and other in the consolidated statements of financialposition. Compensation to the Company’s executive director is analyzed as follows: For the year ended December 31, 2023 2022 2021Short-term employee benefits432 1,172 1,216Total432 1,172 1,216 As at December 31, 2023, and 2022, $77 and $2,088 of the compensation to the executive director was remaining due and unpaid, respectively. 5. Vessels, net The amounts in the consolidated statement of financial position are analyzed as follows: Vessels cost Vesselsaccumulateddepreciation Dry dockingcosts Accumulateddepreciationof dry-docking costs Net BookValueBalance at January 1, 2021162,992 (104,111) 11,883 (8,414) 62,350Additions/ Dry Docking Component70,746 — 4,044 — 74,790Depreciation expense— (3,665) — (2,751) (6,416)Balance at December 31, 2021233,738 (107,776) 15,927 (11,165) 130,724Additions/ Dry Docking Component1,178 — 7,438 — 8,616Depreciation expense— (5,233) — (4,646) (9,879)Balance at December 31, 2022234,916 (113,009) 23,365 (15,811) 129,461Additions/ Dry Docking Component161 — 6,324 — 6,485Reversal of Impairment4,400 — — — 4,400Depreciation expense— (4,372) — (4,185) (8,557)Sale of vessel(58,219) 31,149 (13,444) 9,282 (31,232)Balance at December 31, 2023181,258 (86,232) 16,245 (10,714) 100,557 F-21 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 5. Vessels, net (continued) For the purpose of the consolidated statement of comprehensive income, depreciation, as stated in the income statement component, comprises thefollowing: For the year ended December 31, 2023 2022 2021Vessels’ depreciation4,372 5,233 3,665Depreciation on office furniture and equipment42 40 39Depreciation of right of use asset (Note 16)311 327 206Total4,725 5,600 3,910 On February 18, 2021, the Company entered into a memorandum of agreement with an unrelated third party, for the acquisition of the m/v “NordVenus”, a 2011-built Kamsarmax dry bulk carrier, for a purchase price of $16.2 million (absolute amount). No initial dry-docking component has beenrecognized as the vessel underwent dry-docking subsequent to her delivery. The m/v “Nord Venus” was built at the Universal Shipbuilding Corporationin Japan and has a carrying capacity of 80,655 dwt. On July 20, 2021, the Company took delivery of the m/v “Nord Venus” that was renamed to “PowerGlobe”. On March 19, 2021, the Company entered into a memorandum of agreement with an unrelated third party, for the acquisition of the m/v “Yangze 11”, a2018-built Kamsarmax dry bulk carrier, for a purchase price of $27.0 million (absolute amount), the vessel cost amounted to $26.4 million (absoluteamount), and the initial dry-docking component amounted to $0.6 million (absolute amount). The m/v “Yangze 11” was built at Jiangsu New YangziShipbuilding Co., Ltd and has a carrying capacity of 82,027 dwt. On June 9, 2021, the Company took delivery of the m/v “Yangze 11” that wasrenamed to “Diamond Globe”. On September 22, 2021, the Company entered into a memorandum of agreement with an unrelated third party, for the acquisition of the m/v “PeakLiberty”, a 2015-built Kamsarmax dry bulk carrier, for a purchase price of $28.4 million (absolute amount), the vessel cost amounted to $27.9 million(absolute amount), and the initial dry-docking component amounted to $0.5 million (absolute amount). The m/v “Peak Liberty” was built at TsuneishiZosen in Japan and has a carrying capacity of 81,837 dwt. On November 29, 2021, the Company took delivery of the m/v “Peak Liberty” that wasrenamed to “Orion Globe”. On March 6, 2023, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2007-built Sun Globe for a gross price of$14.1 million (absolute amount), before commissions, to an unaffiliated third party. Following the agreement to sell Sun Globe and given the significant increase in the vessel’s market value, the Company assessed that there wereindications that impairment losses recognised in the previous periods with respect to this vessel have decreased. Therefore, the carrying amount of thevessel was increased to its recoverable amount, determined based on selling price less cost to sell, which amounted to $13,617, and the Companyrecorded reversal of impairment amounting $4,400, during the first quarter of 2023. The vessel was delivered to its new owners on June 5, 2023 and theCompany recorded a gain of $71 which is included in the consolidated statement of comprehensive income. On August 11, 2023, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2009-built Sky Globe for a gross price of$10.7 million (absolute amount), before commissions, to an unaffiliated third party. The vessel was delivered to its new owners on September 7, 2023.The Company recognized a gain of approximately $2.2 million (absolute amount) as a result of the sale, which is included in the income statementcomponent of the consolidated statement of comprehensive income. On August 16, 2023, the Company, through a wholly owned subsidiary, entered into an agreement to sell the 2010-built Star Globe for a gross price of$11.2 million (absolute amount), before commissions, to an unaffiliated third party. The vessel was delivered to its new owners on September 13, 2023.The Company recognized a gain of approximately $1.6 million (absolute amount) as a result of the sale, which is included in the income statementcomponent of the consolidated statement of comprehensive income. F-22 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 5. Vessels, net (continued) On August 18, 2023, the Company signed two contracts for the construction and purchase of two fuel efficient bulk carrier of about 64,000 dwt each.The two vessels will be built at a reputable shipyard in Japan and are scheduled to be delivered during the second half of 2026. The total considerationfor the construction of both vessels is approximately $75.5 million (absolute amount), which the Company intends to finance with a combination ofdebt and equity. In August 2023 the Company paid the first instalment of $7.5 million (absolute amount) for both vessels under construction. As at December 31, 2023 the Company’s vessels have been pledged as collateral to secure the bank loans discussed in note 11. During the year ended December 31, 2022 the Company installed ballast water treatment system (“BWTS”) on five of its vessels amounting to anaddition of approximately $1.1 million (absolute amount). As at December 31, 2023, 2022 and 2021, the Company performed an assessment on whether there were indicators that the vessels may be impairedand no impairment indicators or indicators that previously recorded impairment needs to be reversed were identified for the Company’s vessels. 6. Inventories Inventories in the consolidated statement of financial position are analyzed as follows: December 31, 2023 2022Lubricants533 1,062Gas cylinders59 133Bunkers664 1,833Total1,256 3,028 7. Trade accounts payable Trade accounts payable in the consolidated statement of financial position as at December 31, 2023 and 2022, amounted to $362 and $3,548,respectively. Trade accounts payable are non-interest bearing. 8. Accrued liabilities and other payables Accrued liabilities and other payables in the consolidated statement of financial position are analyzed as follows: December 31, 2023 2022Accrued audit fees122 77Other accruals1,393 5,552Insurance deductibles131 104Other payables117 81Total1,763 5,814 Other payables are non-interest bearing. 9. Share Capital and Share Premium The authorized share capital of Globus consisted of the following: December 31, 2023 2022 2021Authorized share capital: 500,000,000 Common shares of par value $0.004 each2,000 2,000 2,000100,000,000 Class B Common shares of par value $0.001 each100 100 100100,000,000 Preferred shares of par value $0.001 each100 100 100Total authorized share capital2,200 2,200 2,200 Holders of the Company’s common shares and Class B common shares have equivalent economic rights, but holders of Company’s common shares areentitled to one vote per share and holders of the Company’s Class B common shares are entitled to twenty votes per share. Each holder of Class Bcommon shares may convert, at its option, any or all of the Class B common shares held by such holder into an equal number of common shares. F-23 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 9. Share Capital and Share Premium (continued) Common Shares issued and fully paidNumber ofshares USDAs at January 1, 20213,040,123 12Issued during the year for share-based compensation (note 12)12,178 —Issuance of new common stocks14,905,000 60Issuance of common stock due to exercise of pre-funded warrants2,625,000 10As at December 31, 202120,582,301 82Issued during the year— —As at December 31, 202220,582,301 82Issued during the year— —As at December 31, 202320,582,301 82 During the year ended December 31, 2021, Globus issued 12,178 common shares (par value $0.004 per share) as share-based payments. For the yearsended December 31, 2023 and 2022 Globus has not issued any common shares as share-based payment. As at December 31, 2023, 2022 and 2021, no Class B common shares or Series A preferred shares (par value $0.001 per share) were outstanding. On August 3, 2023, the Company entered into a Shareholders Rights Agreement between the Company and Computershare Trust Company, N.A., asrights agent, and the Company’s board of directors authorized and declared a dividend distribution of one right for each outstanding common share toshareholders of record as of the close of business on August 21, 2023. Each right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series C Participating Preferred Stock at an exercise price of $5.00 (absolute amount) per one one-thousandth of a preferredshare, subject to adjustment. The board of directors has adopted the Rights Agreement to protect shareholders from coercive or otherwise unfair takeover tactics. In general terms, itworks by imposing a significant penalty upon, subject to limited exceptions, any person or group that acquires 15% or more of the outstanding commonshares without the approval of the board of directors. If a shareholder’s beneficial ownership of the Company’s common shares as of the time of thepublic announcement of the rights plan and associated dividend declaration is at or above the applicable threshold, that shareholder’s then-existingownership percentage would be grandfathered, but the rights would become exercisable if at any time after such announcement, the shareholderincreases its ownership percentage. The Rights Agreement should not interfere with any merger or other business combination approved by the board ofdirectors. For persons who, prior to the time of public announcement of the Rights Agreement, beneficially own 15% or more of the outstanding common shares,the Rights Agreement “grandfathers” their current level of ownership, so long as they do not purchase additional shares in excess of certain limitations.In addition, Georgios Feidakis, Athanasios Feidakis, Konstantina Feidakis, Angelina Feidakis, Firment Shipping Inc. and Goldenmare Limited, or anyof their respective affiliates are excluded from the definition of “Acquiring Person” (as defined in the Rights Agreement) and therefore may obtainbeneficial ownership of 15% or more of the outstanding common shares without causing the Rights to be exercisable. Under the Rights Agreement’s terms, it will expire on February 3, 2025. On March 2, 2021, the Company entered into a stock purchase agreement and issued 10,000 Series B Preferred Shares, par value $0.001 per share, toGoldenmare Limited, a company controlled by the Company’s Chief Executive Officer, Athanasios Feidakis, in return for $130, which amount wassettled by reducing, on a dollar-for-dollar basis, the amount payable as executive compensation by the Company to Goldenmare Limited pursuant to aconsultancy agreement. The issuance of the Series B preferred shares to Goldenmare Limited was approved by an independent committee of theCompany’s Board of Directors, which received fairness opinions from an independent financial advisor. On June 22, 2020, the Company issued 342,857 of its common shares, par value $0.004 per share, in an underwritten public offering at a price of $35(absolute amount) per unit. Each unit consisted of one common share and one Class A warrant to purchase one common share and immediatelyseparated upon issuance. In addition, the Company granted to the underwriter a 45-day option to purchase up to an additional 51,429 common shares,par value $0.004 per share, (or pre-funded warrants in lieu thereof) and Class A warrants to purchase up to 51,429 common shares, at the publicoffering price less discounts and commissions. The underwriter exercised its option and purchased 51,393 common shares, par value $0.004 per shareand Class A warrants to purchase 51,393 common shares. Each Class A warrant is immediately exercisable for one common share at an exercise priceof $35 (absolute amount) per common share and expires five years from issuance. Total proceeds amounted to $12,695 before issuance expenses. The Class A Warrants are exercisable for a period of five years commencing on the date of issuance. If a registration statement registering the issuanceof the common shares underlying the warrants under the Securities Act is not effective or available, the holder may, in its sole discretion, elect toexercise the warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of common sharesdetermined according to the formula set forth in the warrant. Globus may be required to pay certain amounts as liquidated damages as specified in thewarrants in the event Globus does not deliver common shares upon exercise of the warrants within the time periods specified in the warrants. As at December 31, 2023 and 2022, the Company had issued 5,550 common shares, par value $0.004 per share, pursuant to exercise of outstandingClass A Warrants, resulting to cash proceeds of $194, and had 388,700 Class A Warrants outstanding to purchase an aggregate of 388,700 commonshares, par value $0.004 per share. F-24 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 9. Share Capital and Share Premium (continued) During June and July 2020, in two concurrent private placements with two registered direct offerings the Company issued 1,291,833 common sharesand warrants (“PP Warrants”) to purchase 1,291,833 common shares. The exercise price of each PP Warrant was $18 (absolute amount) per commonshare. The exercise price of each PP Warrant issued in June 2020 was initially $30 (absolute amount) per common share but in July 2020 was reducedto $18 (absolute amount) per common share. The PP Warrants are exercisable for a period of five and one-half years commencing on the date of issuance. The warrants are exercisable, at the optionof each holder, in whole or in part by delivering to the Company a duly executed exercise notice with payment in full in immediately available funds forthe number of common shares purchased upon such exercise. If a registration statement registering the resale of the common shares underlying theprivate placement warrants under the Securities Act is not effective or available at any time after the six month anniversary of the date of issuance ofthe private placement warrants, the holder may, in its sole discretion, elect to exercise the private placement warrant through a cashless exercise, inwhich case the holder would receive upon such exercise the net number of common shares determined according to the formula set forth in the warrant.If the Company does not issue the common shares in a timely fashion, the warrant contains certain liquidated damages provisions. As at December 31, 2023 and 2022, no PP Warrants had been exercised and the Company had 1,291,833 PP Warrants outstanding to purchase anaggregate of 1,291,833 common shares. On December 10, 2020, the Company entered into a securities purchase agreement with certain unaffiliated institutional investors to issue in aregistered direct offering to issue among other things (a) 1,256,765 of its common shares, par value $0.004 per share, and (b) warrants (“December2020 Warrants”) to purchase 1,270,587 common shares with an exercise price of $8.50 (absolute amount) per common share. The exercise price wasreduced to $6.25 (absolute amount) per share on January 29, 2021. The December 2020 Warrants are exercisable for a period of five and one-half years commencing on the date of issuance. The warrants are exercisable,at the option of each holder, in whole or in part by delivering to the Company a duly executed exercise notice with payment in full in immediatelyavailable funds for the number of common shares purchased upon such exercise. If a registration statement registering the issuance of the commonshares underlying the warrants under the Securities Act is not effective, the holder may, in its sole discretion, elect to exercise the warrant through acashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula setforth in the warrant. If the Company does not issue the common shares in a timely fashion, the warrant contains certain liquidated damages provisions. As at December 31, 2023 and 2022, no December 2020 Warrants had been exercised and the Company had December 2020 Warrants outstanding topurchase an aggregate of 1,270,587 common shares. On January 29, 2021, the Company entered into a securities purchase agreement with certain unaffiliated institutional investors to issue among otherthings (a) 2,155,000 common shares, par value $0.004 per share, and (b) warrants (the “January 2021 Warrants”) to purchase 1,950,000 commonshares, par value $0.004 per share, at an exercise price of $6.25 (absolute amount) per common share. The January 2021 Warrants are exercisable for a period of five and one-half years commencing on the date of issuance. The warrants are exercisable, atthe option of each holder, in whole or in part by delivering to the Company a duly executed exercise notice with payment in full in immediatelyavailable funds for the number of common shares purchased upon such exercise. If a registration statement registering the issuance of the commonshares underlying the warrants under the Securities Act is not effective, the holder may, in its sole discretion, elect to exercise the warrant through acashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula setforth in the warrant. If the Company does not issue the common shares in a timely fashion, the warrant contains certain liquidated damages provisions. F-25 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 9. Share Capital and Share Premium (continued) As at December 31, 2023 and 2022, no January 2021 Warrants had been exercised and the Company had January 2021 Warrants outstanding topurchase an aggregate of 1,950,000 common shares. On February 17, 2021, the Company entered into a securities purchase agreement with certain unaffiliated institutional investors to issue among otherthings (a) 3,850,000 common shares par value $0.004 per share, and (b) warrants (the “February 2021 Warrants”) to purchase 4,800,000 commonshares, par value $0.004 per share, at an exercise price of $6.25 (absolute amount) per common share. Total proceeds, net of commission retained by theplacement agent, amounted to $27,891, before issuance expenses of $152. The February 2021 Warrants are exercisable for a period of five and one-half years commencing on the date of issuance. The warrants are exercisable,at the option of each holder, in whole or in part by delivering to the Company a duly executed exercise notice with payment in full in immediatelyavailable funds for the number of common shares purchased upon such exercise. If a registration statement registering the issuance of the commonshares underlying the warrants under the Securities Act is not effective, the holder may, in its sole discretion, elect to exercise the warrant through acashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula setforth in the warrant. If the Company does not issue the common shares in a timely fashion, the warrant contains certain liquidated damages provisions. As at December 31, 2023 and 2022, no February 2021 Warrants had been exercised and the Company had February 2021 Warrants outstanding topurchase an aggregate of 4,800,000 common shares. On June 29, 2021, the Company entered into a securities purchase agreement with certain unaffiliated institutional investors to issue (a) 8,900,000common shares par value $0.004 per share, and (b) warrants (the “June 2021 Warrants”) to purchase 10,000,000 common shares, par value $0.004 pershare, at an exercise price of $5.00 per share. Total proceeds, net of commission retained by the placement agent, amounted to $46,581, before issuanceexpenses of approximately $129. The June 2021 Warrants are exercisable for a period of five and one-half years commencing on the date of issuance. The warrants are exercisable, at theoption of each holder, in whole or in part by delivering to the Company a duly executed exercise notice with payment in full in immediately availablefunds for the number of common shares purchased upon such exercise. If a registration statement registering the issuance of the common sharesunderlying the warrants under the Securities Act is not effective, the holder may, in its sole discretion, elect to exercise the warrant through a cashlessexercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula set forth inthe warrant. If the Company does not issue the common shares in a timely fashion, the warrant contains certain liquidated damages provisions. As at December 31, 2023 and 2022, no June 2021 Warrants had been exercised and the Company had June 2021 Warrants outstanding to purchase anaggregate of 10,000,000 common shares. Total transaction costs for the issuance of common shares in relation to the offerings in 2021 amounted to $401. The Company’s warrants were classified as equity in accordance with the provisions of IAS 32 meet the classification criteria as per IAS 32 and,accordingly, are classified in equity. Share premium includes the contribution of Globus’ shareholders to the acquisition of the Company’s vessels. Additionally, share premium includes theeffects of the Globus initial and follow-on public offerings and the effects of the share-based payments. Accordingly, at December 31, 2023, 2022 and2021, Globus share premium amounted to $284,406. 10. Earnings per Share Basic earnings per share (“EPS”) is calculated by dividing the net income for the year attributable to Globus shareholders by the weighted averagenumber of shares issued, paid and outstanding. Diluted earnings per share is calculated by dividing the net income attributable to common equity holders of the parent by the weighted average sharesoutstanding during the year plus the weighted average number of common shares that would be issued on the conversion of all the dilutive potentialcommon shares into common shares. The incremental shares (the difference between the number of shares assumed issued and the number of sharesassumed purchased) are included in the denominator of the diluted earnings/(losses) per share computation unless such inclusion would be anti-dilutive. As for the years ended December 31, 2023, 2022 and 2021, the securities that could potentially dilute basic EPS in the future are any incremental sharesof unexercised warrants (Note 9). As the warrants were out-of-the money during the periods ended December 31, 2023, 2022 and 2021, these were notincluded in the computation of diluted EPS, because to do so would have anti-dilutive effect. The following reflects the net income per common share: For the year ended December 31, 2023 2022 2021Income attributable to common equity holders5,272 24,280 14,950Weighted average number of shares – basic and diluted20,582,301 20,582,301 14,809,536 Earnings per common share – basic and diluted0.26 1.18 1.01 11. Long-Term Debt, net Long-term debt in the consolidated statement of financial position is analysed as follows: Borrower Principal Deferredfinancecosts Modificationof Loan AccruedInterest AmortizedcostDevocean Maritime LTD., Artful Shipholding S.A., SerenaMaritime Limited, Salaminia Maritime Limited, TalismanMaritime Limited and Argo Maritime Limited. 52,620 (624) (358) 621 52,259 Total at December 31, 2023 52,620 (624) (358) 621 52,259Less: Current Portion (6,258) 227 152 (621) (6,500)Long-Term Portion 46,362 (397) (206) — 45,759 Total at December 31, 2022 44,375 (541) — 491 44,325Less: Current Portion (6,500) 188 — (491) (6,803)Long-Term Portion 37,875 (353) — — 37,522 In May 2021, Globus through its wholly owned subsidiaries, Devocean Maritime Ltd.(the “Borrower A”), Domina Maritime Ltd. (the “Borrower B”),Dulac Maritime S.A. (the “Borrower C”), Artful Shipholding S.A. (the “Borrower D”), Longevity Maritime Limited (the “Borrower E”) and SerenaMaritime Limited (the “Borrower F”), vessel owning companies of m/v River Globe, m/v Sky Globe, m/v Star Globe, m/v Moon Globe, m/v SunGlobe and m/v Galaxy Globe, respectively, entered a new term loan facility for up to $34,250 (the “CIT Loan Facility”) with First-Citizens Bank &Trust Company (formerly known as CIT Bank N.A.) for the purpose of refinancing the existing indebtedness secured on the ships. The CIT LoanFacility is guaranteed by Globus. The CIT Loan Facility originally bore interest at LIBOR plus a margin of 3.75% (or 5.75% default interest) perannum. F-26 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 11. Long-Term Debt, net (continued) The CIT Loan Facility originally consisted of six tranches, payable in 20 consecutive quarterly instalments with each instalment in an aggregate amountof $1.25 million (absolute amount) as well as a balloon payment in an aggregate amount of $9.25 million (absolute amount) due together with the 20thand final instalment in May 2026. On May 10, 2021, the Company fully drew $34,250 under the CIT Loan Facility, paid $545 of borrowing costsincurred for the CIT Loan Facility, which were deferred over the duration of the loan facility, and fully prepaid the balance of its previous EnTrust loanfacility. The Company also entered into a swap agreement with respect to LIBOR. The Company paid First-Citizens Bank an upfront fee in the amountof 1.25% of the total commitment of the loan. In August 2022, the Company entered into a deed of accession, amendment and restatement of the CIT Loan Facility with First-Citizens Bank, wherebythe CIT Loan Facility was amended and restated and an additional borrower, Salaminia Maritime Limited, acceded to the CIT Loan Facility. The CITLoan Facility principal amount was increased to $52.25 million (absolute amount), by a top up loan amount of $18 million (absolute amount) for thepurpose of financing vessel Orion Globe and for general corporate and working capital purposes. The CIT Loan Facility (including the new top up loanamount) became further secured by a first preferred mortgage over the vessel Orion Globe. On August 10, 2022, the Company fully drew the $18million (absolute amount) top up loan amount under the CIT Loan Facility and paid approximately $259 of borrowing costs incurred, which weredeferred over the duration of the loan facility. As noted above, following the agreement reached in August 2022 the benchmark rate of the CIT Loan Facility was amended from LIBOR to TermSOFR and the applicable margin was decreased from 3.75% to 3.35% (or 5.25% default interest) per annum. This amendment to the loan agreementfalls within the scope of Interest Rate Benchmark Reform – Phase 2, Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16 (“Amendments”),which have been published by IASB in August 2020 and adopted by the Company as of January 1, 2021. In particular, the Company applied thepractical expedient available under the Amendments and adjusted the effective interest rate when accounting for changes in the basis for determiningthe contractual cash flows under CIT Loan Facility. No adjustment to the carrying amount of the loan was necessary. The Company has also amendedits interest rate swap agreement with First Citizens Bank and replaced the respective benchmark rate from LIBOR to Term SOFR in order to depict thechange of base rate of the CIT Loan Facility. As a result of this amendment, and the revaluation of the interest rate swap, the Company recognized arealized gain of $163, which is included under Gain/(Loss) on derivative financial instruments, net in the income statement component of theconsolidated statement of comprehensive income for the year ended December 31, 2022. In August 2023, the Company entered into a second deed of accession, amendment and restatement of the CIT Loan Facility with First-Citizens Bank,whereby the CIT Loan Facility was further amended and restated and two additional borrowers, Argo Maritime Limited and Talisman MaritimeLimited, acceded to the CIT Loan Facility. The CIT Loan Facility was further increased to $77.25 million (absolute amount), by a top up loan amountof $25 million (absolute amount) for the purpose of financing vessels Diamond Globe and Power Globe and for general corporate and working capitalpurposes. The CIT loan facility (including the new top up loan amount) became further secured by first preferred mortgages over the vessels DiamondGlobe and Power Globe. The CIT Loan Facility currently bears interest at Term SOFR together with an adjustment of 0.1% per annum plus a margin of2.70% (or 4.70% default interest) per annum. The Company considered that the August 2023 amendments to the CIT Loan Facility did not substantiallymodify CIT Loan Facility’s terms and the Company recognised a gain on modification amounted to $417 that had adjusted the carrying value of theloan and classified under Gain from the modification of the Loan in the consolidated statement of comprehensive income. On August 10, 2023, theCompany fully drew the top up amount of $25 million (absolute amount). On May 10, 2023 the Company prepaid the total remaining amount of $3,674 of the loan of Longevity Maritime Limited (the owning company of thevessel Sun Globe) in order to be able to conclude the sale and delivery of the vessel to the new owners which took place on June 5, 2023 (see Note 5). On August 29, 2023 the Company prepaid the total remaining amount of $3,276 of the loan of Domina Maritime Ltd (the owning company of thevessel Sky Globe) in order to be able to conclude the sale and delivery of the vessel to the new owners which took place on September 7, 2023 (seeNote 5). On September 7, 2023 the Company prepaid the total remaining amount of $3,555 of the loan of Dulac Maritime S.A. (the owning company of thevessel Star Globe) in order to be able to conclude the sale and delivery of the vessel to the new owners which took place on September 13, 2023 (seeNote 5). Following the conclusion of the second amendment and restatement of the CIT Loan Facility and the sales of the vessels Sun Globe, Sky Globe andStar Globe, described above, the vessels securing the CIT Loan Facility are the Diamond Globe, Power Globe, Orion Globe, River Globe, Moon Globe,and Galaxy Globe. The remaining borrowers under the CIT Loan Facility are Devocean Maritime Ltd., Artful Shipholding S.A., Serena MaritimeLimited, Salaminia Maritime Limited, Argo Maritime Limited and Talisman Maritime Limited and the CIT Loan Facility remains guaranteed byGlobus Maritime Limited.The CIT Loan Facility currently bears interest at Term SOFR together with an adjustment of 0.1% per annum plus a margin of 2.70% (or 4.70% defaultinterest) per annum. It consists of six tranches, which shall be repaid in consecutive quarterly installments with the final installment due on the first fourtranches in May 2026 and on the final two tranches in August 2027. The CIT Loan Facility may be prepaid prior to maturity. If the prepayment of the tranche financing Orion Globe occurs on or before August 10, 2024,the prepayment fee is 1% of the amount prepaid, subject to certain exceptions. If the prepayment of the tranche financing either Diamond Globe orPower Globe occurs on or before August 2024, the prepayment fee is 2% of the amount prepaid and thereafter until August 2025, the prepayment fee is1% of the amount prepaid, subject to certain exceptions. The Company cannot reborrow any amount of the CIT Loan Facility that is prepaid or repaid. F-27 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 11. Long-Term Debt, net (continued) The CIT Loan Facility is secured by: • First preferred mortgage over m/v River Globe, m/v Moon Globe, m/v Galaxy Globe, m/v Orion Globe, m/v Power Globe and m/v Diamond Globe. • pledges over the shares of each borrower; and• pledges of bank accounts, a pledge of each borrower’s rights under any swap agreement in respect of the CIT Loan Facility, a general assignment overeach ship's earnings, insurances and any requisition compensation in relation to that ship, and an assignment of the rights of Globus with respect to anyindebtedness owed to it by the borrowers. The Company is not permitted, without the written consent of First-Citizens Bank, to enter into a charter the duration of which exceeds or is capable ofexceeding, by virtue of any optional extensions, 12 months. The CIT Loan Facility contains various covenants requiring the borrowers and/or Globus to, among other things, ensure that: • the borrowers maintain a minimum cash reserve at all times of not less than $500 for each mortgaged ship; • a minimum loan (including any exposure under a related swap agreement) to value ratio of 70% is maintained until May 2024, and thereafter 65%; • each borrower maintains in its earnings account minimum liquidity of $150 in respect of each ship then subject to a mortgage; • Globus maintains cash in an amount of not less than $150 for each ship that it owns that is not subject to a mortgage as part of the CIT Loan Facility; • Globus maintains a maximum leverage ratio of 0.75:1.00; and • if Globus pays a dividend, subject to certain exceptions, then the debt service coverage ratio (i.e., aggregate EBITDA of Globus for any period to thedebt service for such period) after such dividend and for the remaining tenure of the CIT Loan Facility shall be at least 1.15:1.00. Each borrower must create a reserve fund in the reserve account to meet the anticipated dry docking and special survey fees and expenses for therelevant ship owned by it and (for certain ships) the installation of ballast water treatment system on the ship owned by it by maintaining in the reserveaccount a minimum credit balance that may not be withdrawn (other than for the purpose of covering the documented and incurred costs and expensesfor the next special survey of that ship). Amounts must be paid into this reserve account quarterly, such that $1,200 is set aside by each borrower for itsship’s special survey, except for Serena Maritime Limited and Salaminia Maritime Limited, each of which are required to set aside quarterly paymentsthat aggregate to $900,Argo Maritime Limited, which is required to set aside quarterly payments that aggregate to $675, and Talisman Limited, whichis required to set aside quarterly payments that aggregate to $315. Globus is prohibited from making dividends (other than up to $1,000 annually on or in respect of its preferred shares) in cash or redeem or repurchaseits common shares unless there is no event of default under the CIT Loan Facility, the net loan (including any exposure under a related hedgingagreement) to value ratio is less than 60% before the making of the dividend and Globus is in compliance with the debt service coverage ratio, andGlobus must prepay the CIT Loan Facility in an equal amount of the dividend. The CIT Loan Facility also prohibits certain changes of control, including, among other things, the delisting of Globus from the Nasdaq or anotherinternationally recognized stock exchange, or the acquisition by any person or group of persons (acting in concert) of a majority of the shareholdervoting rights or the ability to appoint a majority of board members or to give directions with respect to the operating and financial policies of Globuswith which the directors are obliged to comply, other than those persons disclosed to First-Citizens Bank on or around the date of the CIT Loan Facilityand their affiliates and immediate family members. F-28 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 11. Long-Term Debt, net (continued) The Company was in compliance with the covenants of the CIT Loan Facility as at December 31, 2023 and 2022. The contractual annual loan principal payments to be made subsequent to December 31, 2023, were as follows: December 31, First CitizensBank & TrustCompany(formerlyknown as CITBank N.A.)2024 6,2582025 6,2582026 21,6042027 18,500Total 52,620 The contractual annual loan principal payments to be made subsequent to December 31, 2022, were as follows: December 31, First CitizensBank & TrustCompany(formerlyknown as CITBank N.A.)2023 6,5002024 6,5002025 6,5002026 24,875Total 44,375 The weighted average interest rate for the years ended December 31, 2023 and 2022, was 8.19% and 5.58%, respectively. F-29 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 12. Voyage Expenses and Vessel Operating Expenses Voyage expenses and vessel operating expenses in the consolidated statements of comprehensive income consisted of the following: Voyage expenses consisted of: For the year ended December 31, 2023 2022 2021Commissions397 924 626Bunkers expenses3,083 3,876 —Other voyage expenses456 573 502Total3,936 5,373 1,128 Vessel operating expenses consisted of: For the year ended December 31, 2023 2022 2021Crew wages and related costs8,259 8,952 7,570Insurance1,176 1,349 1,067Spares, repairs and maintenance2,981 3,935 2,414Lubricants912 924 555Stores2,325 2,340 1,712Other437 512 490Total16,090 18,012 13,808 13. Administrative Expenses The amount shown in the consolidated statements of comprehensive income is analyzed as follows: For the year ended December 31, 2023 2022 2021Personnel expenses1,971 1,454 1,455Audit fees227 204 215Consulting fees275 271 329Communication21 16 16Stationery3 3 6Greek tax authorities (note 17)236 292 185Other808 636 404Total3,541 2,876 2,610 F-30 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 14. Interest Expense and Finance Costs The amounts in the consolidated statements of comprehensive income are analyzed as follows: For the year ended December 31, 2023 2022 2021Interest payable on long-term borrowings3,847 2,047 1,958Bank charges67 60 59Amortization of debt discount323 165 547Operating lease liability interest28 54 52Other finance expenses30 34 646Gain from termination of lease liability— (40) —Amortization of gain of Loan modification59 — —Total4,354 2,320 3,262 Other finance expenses for 2021 include approximately $0.6 million (absolute amount) that were the loan prepayment fee and expenses relating to theprepayment of EnTrust loan facility. Interest on long-term debt is normally settled quarterly throughout the year. 15. Contingencies Various claims, suits and complaints, including those involving government regulations, arise in the ordinary course of the shipping business. Inaddition, losses may arise from disputes with charterers, environmental claims, agents, and insurers and from claims with suppliers relating to theoperations of the Company’s vessels. Currently, management is not aware of any such claims or contingent liabilities, which are material for disclosure. 16. Commitments Voyage revenue The Company enters into time charter arrangements on its vessels. As at December 31, 2023, the non-cancellable arrangements had remaining termsbetween nil days to eight months, assuming redelivery at the earliest possible date. As at December 31, 2022, the non-cancellable arrangements hadremaining terms between nil days to eight months, assuming redelivery at the earliest possible date. Future net minimum lease revenues receivableunder non-cancellable operating leases as at December 31, 2023 and 2022, were as follows (vessel off-hires and dry-docking days that could occur butare not currently known are not taken into consideration and early delivery of the vessels by the charterers is not accounted for): 2023 2022Within one year8,060 6,675Total8,060 6,675 These amounts include consideration for other elements of the arrangement apart from the right to use the vessel such as maintenance and crewing andits related costs. For time charters that qualify as leases, the Company is required to disclose lease and non-lease components of lease revenue. The revenue earnedunder time charters is not negotiated in its two separate components, but as a whole. For purposes of determining the standalone selling price of thevessel lease and technical management service components of the Company’s time charters, the Company concluded that the residual approach wouldbe the most appropriate method to use given that vessel lease rates are highly variable depending on shipping market conditions, the duration of suchcharters and the age of the F-31 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 16. Commitments (continued) vessel. The Company believes that the standalone transaction price attributable to the technical management service component, including crewingservices, is more readily determinable than the price of the lease component and, accordingly, the price of the service component is estimated using dataprovided by its technical department, which consist of the crew expenses, maintenance and consumable costs and was approximately $16,473 and$18,451 for year ended December 31, 2023 and 2022, respectively. The lease component that is disclosed then is calculated as the difference betweentotal revenue and the non-lease component revenue and was $14,367 and $42,939 for the year ended December 31, 2023 and 2022, respectively. Office lease contract As further discussed in Note 4 the Company has recognized a right of use asset and a corresponding liability with respect to the rental agreement ofoffice space for its operations within a building leased by FG Europe (an affiliate of Globus’s chairman). The depreciation charge for right-of-use assets for the years ended December 31, 2023, 2022 and 2021, was $311, $327 and $206, respectively, andrecognized under depreciation in the income statement component of the consolidated statements of comprehensive income. The interest expense onlease liability for the years ended December 31, 2023, 2022 and 2021, was $28, $54 and $52, respectively, and recognized under interest expense andfinance costs in the income statement component of the consolidated statements of comprehensive income. At December 31, 2023 and 2022, the current lease liability amounted to $188 and $321, respectively. The non-current lease liability amounted to niland $188, respectively. As at December 31, 2023, and 2022, the net carrying amount of the right of use asset was $182, and $493, respectively. Theseare included in the accompanying consolidated statements of financial position. The total cash outflows for leases for the years ended December 31,2023, 2022 and 2021, were approximately $349, $341 and $314, respectively, and were recognized in the consolidated statement of cash flows underthe Payment of lease liability – principal and Interest Paid. Commitments under shipbuilding contracts On April 29, 2022, the Company entered into a contract, through its subsidiary, Calypso Shipholding S.A., for the construction and purchase of one fuelefficient bulk carrier of about 64,000 dwt vessel. The vessel will be built at Nihon Shipyard Co. in Japan. The total consideration for the construction ofthe vessel is approximately $37.5 million (absolute amount), which the Company intends to finance with a combination of debt and equity. In May2022 the Company paid the first instalment of $7.4 million (absolute amount), in March 2023 paid the second instalment of $3.8 million (absoluteamount), in September 2023 paid the third instalment of $3.7 million (absolute amount) and in November 2023 paid the 4th instalment of $3.7 million(absolute amount), which are included under Advances for vessel purchase in the consolidated statement of financial position. On January 25, 2024, theCompany paid the remaining $18.5 million (absolute amount) and took delivery of m/v GLBS Hero (see Note 20). On May 13, 2022, the Company has signed two contracts, through its subsidiaries, Daxos Maritime Limited and Paralus Shipholding S.A., for theconstruction and purchase of two fuel efficient bulk carrier of about 64,000 dwt each. The sister vessels will be built at Nantong COSCO KHI ShipEngineering Co. in China with the first one scheduled to be delivered during the third quarter of 2024 and the second one scheduled during the fourthquarter of 2024. The total consideration for the construction of both vessels is approximately $70.3 million (absolute amount), which the Companyintends to finance with a combination of debt and equity. In May 2022 the Company paid the first instalment of $13.8 million (absolute amount) and inNovember 2022 paid the second instalment of $6.9 million (absolute amount) for both vessels under construction. Both instalments are included underAdvances for vessel purchase in the consolidated statement of financial position. On August 18, 2023, the Company signed two contracts for the construction and purchase of two fuel efficient bulk carrier of about 64,000 dwt each.The two vessels will be built at a reputable shipyard in Japan and are scheduled to be delivered during the second half of 2026. The total considerationfor the construction of both vessels is approximately $75.5 million (absolute amount), which the Company intends to finance with a combination ofdebt and equity. In August 2023 the Company paid the first instalment of $7.5 million (absolute amount) for both vessels under construction. The contractual annual payments per subsidiary to be made subsequent to December 31, 2023, were as follows: CalypsoShipholdingS.A. DaxosMaritimeLimited ParalusShipholdingS.A. OlympiaShipholdingS.A. ThaliaShipholdingS.A. Total2024 18,500 24,785 24,785 3,760 3,760 75,5902025 — — — 3,760 3,760 7,5202026 — — — 26,530 26,530 53,060Total 18,500 24,785 24,785 34,050 34,050 136,170 F-32 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 17. Income Tax Under the laws of the countries of the vessel owning companies’ incorporation and / or vessels’ registration, vessel owning companies are notsubject to tax on international shipping income; however, they are subject to registration and tonnage taxes, which are included in vessel operatingexpenses in the accompanying consolidated statements of income. Greek Authorities Tax In January 2013, the tax Law 4110/2013 amended the provisions of art. 26 of Law 27/1975 by imposing a fixed annual tonnage tax on vessels flyinga foreign (i.e., non-Greek) flag which are managed by a Law 89/67 company, establishing an identical tonnage tax regime as the one already inforce for vessels flying the Greek flag. This tax varies depending on the size of the vessel, calculated in gross registered tonnage, as well as on theage of each vessel. Payment of this tonnage tax satisfies all income tax obligations of both the ship-owning company and of all its shareholders upto the ultimate beneficial owners. Any tax payable to the state of the flag of each vessel as a result of its registration with a foreign flag registry(including the Marshall Islands) is subtracted from the amount of tonnage tax due to the Greek tax authorities. As at December 31, 2023, 2022 and2021, the tax expense under the law amounted to $236, $292 and $185, respectively and is included in administrative expenses in the consolidatedstatements of comprehensive income. U.S. Federal Income Tax Globus is a foreign corporation with wholly owned subsidiaries that are foreign corporations, which derive income from the international operationof a ship or ships that may earn United States (“U.S”) source shipping income for U.S. federal income tax purposes. Globus believes that under § 883 of the Internal Revenue Code, its income and the income of its ship-owning subsidiaries, to the extent derivedfrom the international operation of a ship or ships, were exempt from U.S. federal income tax in 2023. The following is a summary, discussing the application of the U.S. federal income tax laws to the Company relating to income derived from theinternational operation of a ship or ships. The discussion and its conclusion are based upon existing U.S. federal income tax law, including theInternal Revenue Code (the “Code”) and final U.S. Treasury Regulations (the “Regs”) as currently in effect, all of which are subject to change,possibly with retroactive effect. In general, under § 883, certain non-U.S. corporations are not subject to U.S. federal income tax on their U.S. source income derived from theinternational operation of a ship or ships (“gross transportation income”). Absent § 883 or a tax treaty exemption, such income generally would besubject to a 4% gross basis tax, or in certain cases, to a net income tax plus a 30% branch profits tax. For this purpose, U.S. source gross transportation income includes 50% of the shipping income that is attributable to transportation that begins orends (but that does not both begin and end) in the United States. Shipping income attributable to transportation exclusively between non-U.S. ports is generally not subject to any U.S. federal income tax. “Shippingincome” generally means income that is derived from: (a) the use of vessels;(b) the hiring or leasing of vessels for use on a time, operating or bareboat charter basis;(c) the participation in a pool, partnership, strategic alliance, joint operating agreement or other joint venture it directly or indirectly owns orparticipates in that generates such income; or F-33 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 17. Income Tax (continued) (d) the performance of services directly related to those uses. The Regs provide that a foreign corporation will qualify for the benefits of § 883 if, in relevant part, the foreign country in which the foreigncorporation is organized grants an equivalent exemption to corporations organized in the U.S. and the foreign corporation meets either the qualifiedshareholder test or the publicly traded test described below. Qualified Shareholder Test A foreign corporation having more than 50 percent of the value of its outstanding shares owned, directly or indirectly by application of specificattribution rules, for at least half of the number of days in the foreign corporation's taxable year by one or more qualified shareholders will meet thequalified shareholder test. In part, an individual who is a shareholder will be considered a qualified shareholder if he or she is a resident of aqualified foreign country (which means for this purpose that he or she is fully liable to tax in such country, and maintains a tax home in suchcountry for 183 days or more in the taxable year, or certain other rules apply) and does not own his or her interest in the foreign corporation throughbearer shares (except for bearer shares held in a dematerialized or immobilized book entry system), either directly or indirectly by application of theattribution rules. In addition, in order to meet the qualified shareholder test, a foreign corporation will need to obtain certifications from its qualifiedshareholders (including from intermediary entities) substantiating their stock ownership. Publicly Traded Test The Publicly Traded Test requires that one or more classes of equity representing more than 50% of the voting power and value in a non-UnitedStates corporation be “primarily and regularly traded” on an established securities market either in the United States or in a foreign country thatgrants an equivalent exemption. Among others, § 883 provides, in relevant part, that the shares of a non-United States corporation will beconsidered to be “primarily traded” on an established securities market in a country if the number of shares of each class of shares that are tradedduring any taxable year on all established securities markets in that country exceeds the number of shares in each such class that are traded duringthat year on established securities markets in any other single country. Notwithstanding the foregoing, § 883 provides, in relevant part, that a class of shares will not be considered to be “regularly traded” on anestablished securities market for any taxable year in which 50% or more of the vote and value of the outstanding shares of such class are owned,actually or constructively under specified share attribution rules, on more than half the days during the taxable year by persons who each own 5% ormore of the vote and value of such class of outstanding shares which is referred as the 5 Percent Override Rule. In the event that the 5 Percent Override Rule is triggered, § 883 provides that such rule will not apply if the Company can establish that within thegroup of 5% shareholders, there are sufficient qualified shareholders within the meaning of § 883 to preclude non-qualified shareholders in suchgroup from owning 50% or more of the total value of the Company’s common shares for more than half the number of days during the taxable year. For the years ended December 31, 2023, 2022 and 2021, Globus and its wholly owned subsidiaries deriving income from the operation ofinternational ships were organized in foreign countries that grant equivalent exemptions to corporations organized in the U.S. Globus’s commonshares, representing more than 50% of the voting power and value in Globus, were primarily and regularly traded on the Nasdaq Capital Market,which is an established securities market. Although Globus’s ship-owning and operating subsidiaries were not publicly traded, they should havequalified for the qualified shareholder test by virtue of their ownership by Globus. Accordingly, all of Globus’ and its ship-owning or operatingsubsidiaries that relied on § 883 for exempting U.S. source income from the international operation of ships should not have been subject to U.S.federal income tax for the years ended December 31, 2023, 2022 and 2021. Under the laws of the Republic of Malta, the country of incorporation of one of the Company’s vessel-owning company’s, this vessel-owningcompany is not liable for any income tax on its income derived from shipping operations. The Republic of Malta is a country that has an income taxtreaty with the United States. Accordingly, income earned by vessel-owning companies organized under the laws of the Republic of Malta mayqualify for a treaty-based exemption. Specifically, Article 8 (Shipping and Air Transport) of the treaty sets out the relevant rule to the effect thatprofits of an enterprise of a Contracting State from the operation of ships in international traffic shall be taxable only in that State. F-34 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 18. Financial risk management objectives and policies The Company’s financial liabilities are long-term borrowings, trade and other payables and the financial derivative instruments. The main purposeof these financial liabilities is to assist the Company in the financing of its operations and the acquisition of vessels. The Company has variousfinancial assets such as trade accounts receivable, financial derivative instruments and cash and short-term deposits, including restricted cash, whicharise directly from its operations. The main risks arising from the Company’s financial instruments are cash flow interest rate risk, credit risk,liquidity risk and foreign currency risk. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates.The Company’s exposure to the risk of changes in market interest rates relates primarily to the Company’s long-term debt obligations with floatinginterest rates. As at December 31, 2023 and 2022, the Company had no long-term borrowings at a fixed interest rate. Interest rate risk table The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant on theCompany’s income. Increase/(Decrease)in basis points Effect onincome / (loss) 2023 $ Term SOFR+15 (70) -20 942022 $ Libor/Term SOFR+15 (55) -20 732021 $ Libor+15 (52) -20 69 Foreign currency risk The following table demonstrates the sensitivity to a reasonably possible change in the Euro exchange rate, with all other variables held constant, tothe Company’s income due to changes in the fair value of monetary assets and liabilities. The Company’s exposure to foreign currency changes forall other currencies as at December 31, 2023, 2022 and 2021, was not material. Change inrate Effect onincome 2023+10% (533) -10% 533 2022+10% (573) -10% 573 2021+10% (478) -10% 478 Credit risk The Company operates only with recognized, creditworthy third parties including major charterers, commodity traders and government ownedentities. Receivable balances are monitored on an ongoing basis with the result that the Company’s exposure to impairment on trade accountsreceivable is not significant. The maximum exposure is the carrying value of trade accounts receivable as indicated in the consolidated statement offinancial position. With respect to the credit risk arising from other financial assets of the Company such as cash and cash equivalents, theCompany’s exposure to credit risk arises from default of the counter parties, which are recognized financial institutions. The Company performsannual evaluations of the relative credit standing of these counter parties. The exposure of these financial instruments is equal to their carryingamount as indicated in the consolidated statement of financial position. Concentration of credit risk table: The following table provides information with respect to charterers who individually, accounted for approximately more than 10% of theCompany’s revenue for the years ended December 31, 2022, 2021 and 2020: 2023 % 2022 % 2021 %A 6,430 21% 6,606 11% — —B 4,830 16% — — 4,571 11%C — — — — 7,726 18%D — — 6,548 11% — —Other 19,580 63% 48,236 78% 30,914 71%Total 30,840 100% 61,390 100% 43,211 100% Liquidity risk The Company mitigates liquidity risk by managing cash generated by its operations, applying cash collection targets appropriately. The vessels arenormally chartered under time-charter where, as per the industry practice, the charterer pays for the transportation service 15 days in advance,supporting the management of cash generation. Vessel acquisitions are carefully controlled, with authorization limits operating up to board level andcash payback periods applied as part of the investment appraisal process. In this way, the Company monitors its credit rating to facilitate fundraising. In its funding strategy, the Company’s objective is to maintain a balance between continuity of funding and flexibility through the use ofbank loans. Excess cash used in managing liquidity is only invested in financial instruments exposed to insignificant risk of changes in market valueor are being placed on interest bearing deposits with maturities fixed usually for no more than 3 months. The Company monitors its risk relating tothe shortage of funds by considering the maturity of its financial liabilities and its projected cash flows from operations. The table below summarizes the maturity profile of the Company’s financial liabilities (including interest) at December 31, 2023 and 2022 based oncontractual undiscounted cash flows. Year ended December 31, 2023 Less than 3months 3 to 12months 1 to 5 years More than 5years TotalLong-term debt 2,663 7,781 53,583 — 64,027Lease liabilities 81 107 — — 188Accrued liabilities and other payables 1,763 — — — 1,763Trade accounts payables 362 — — — 362Total 4,869 7,888 53,583 — 66,340 Year ended December 31, 2022 Less than 3months 3 to 12months 1 to 5 years More than 5years TotalLong-term debt 2,495 7,266 43,816 — 53,577Lease liabilities 80 241 188 — 509Accrued liabilities and other payables 5,814 — — — 5,814Trade accounts payables 3,548 — — — 3,548Total 11,937 7,507 44,004 — 63,448 F-35 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 18. Financial risk management objectives and policies (continued) Capital management The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order tosupport its business and maximize shareholder value. The Company manages its capital structure and makes adjustments to it, in light of changes ineconomic conditions. To maintain or adjust the capital structure, the Company may adjust the dividend payment to shareholders, return capital toshareholders or issue new shares as well as managing the outstanding level of debt. Lenders may impose capital structure or solvency ratios (refer tonote 11). No changes were made in the objectives, policies or processes during the years ended December 31, 2023 and 2022. 19. Fair values Carrying amounts and fair values The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair valuehierarchy (as defined in note 2.22). It does not include fair value information for financial assets and financial liabilities not measured at fair value ifthe carrying amount is a reasonable approximation of fair value, such as cash and cash equivalents, restricted cash, trade receivables and tradepayables. Carryingamount Fair value Level 1 Level 2 Level 3 TotalDecember 31, 2023 Financialassets Financial assets measured at fair value Non-current portion of fair value of derivative financial instruments 495 — 495 — 495Current portion of fair value of derivative financial instruments 808 — 808 — 808 1,303 Financialliabilities Financial liabilities not measured at fair value Long-term borrowings 52,620 — 54,107 — 54,107 52,620 Carryingamount Fair value Level 1 Level 2 Level 3 TotalDecember 31, 2022 Financialassets Financial assets measured at fair value Non-current portion of fair value of derivative financial instruments 1,315 — 1,315 — 1,315Current portion of fair value of derivative financial instruments 1,092 — 1,092 — 1,092 2,407 Financialliabilities Financial liabilities not measured at fair value Long-term borrowings 44,375 — 45,549 — 45,549 44,375 F-36 Table of Contents GLOBUS MARITIME LIMITEDNOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(Amounts presented in thousands of U.S. Dollars - except for share, per share and warrants data, unless otherwise stated) 19. Fair values (continued) Measurement of fair values Valuation techniques and significant unobservable inputs The following tables show the valuation techniques used in measuring Level 1, Level 2 and Level 3 fair values, as well as the significantunobservable inputs used. Financial instruments measured at fair value Type Valuation Techniques Significant unobservable inputs Derivative financial instruments: Interest Rate Swap Discounted cash flow Discount rate Financial instruments not measured at fair value Asset and liabilities not measured at fair value Type Valuation Techniques Significant unobservable inputs Long-term borrowings Discounted cash flow Discount rate Transfers between Level 1, 2 and 3There were no transfers between these levels in 2022 and 2023. 20. Events after the reporting date On January 22, 2024, the Company paid the remaining $18.5 million (absolute amount) at Nihon Shipyard Co. in Japan and on January 25, 2024 theCompany took delivery of a new Ultramax with carrying capacity of approximately 64,000 DWT, of which the Company had previously announcedon May 10, 2022 and was named “m/v GLBS Hero”. On February 23, 2024, Globus, through its subsidiary Daxos Maritime Limited, entered into a $28 million (absolute amount) sale and leasebackagreement with SK Shipholding S.A., a subsidiary of Shinken Bussan Co., Ltd. of Japan, with respect to the approximately 64,000 dwt bulk carrierto be named “GLBS MIGHT,” which is scheduled to be delivered from the relevant shipyard during the third quarter of 2024. The Company has anobligation to purchase back the vessel at the end of the ten-year charter period. On March 13, 2024, the Company awarded a consultant affiliated with our chief executive officer a one-time bonus of $3 million (absolute amount),half of which is payable immediately upon the delivery of the newbuilding vessel Hull NE442 (i.e., the vessel being constructed by Nantong CoscoKhi Ship Engineering pursuant to the agreement dated May 13, 2022) and the balance at the delivery of Hull NE443 (i.e., the vessel beingconstructed by Nantong Cosco Khi Ship Engineering pursuant to the other agreement dated May 13, 2022), in each case assuming AthanasiosFeidakis remains Chief Executive Officer at each such relevant time. On March 13, 2024, the Board of Directors adopted the Globus Maritime Limited 2024 Equity Incentive Plan, or the Plan. The purpose of the Planis to provide Company’s officers, key employees, directors, consultants and service provider, whose initiative and efforts are deemed to beimportant to the successful conduct of Company’s business, with incentives to (a) enter into and remain in the service of the Company or affiliates,(b) acquire a proprietary interest in the success of the Company, (c) maximize their performance and (d) enhance the long-term performance of theCompany. The number of common shares reserved for issuance under the Plan is 2,000,000 shares. F-37 Exhibit 2.1 Description of Securities Globus Maritime Limited (the “Company,” “Globus,” “we,” “us” or “our”) has the following securities registered pursuant to Section 12 of the Act: Title of each class Trading symbols Name of each exchange on whichregisteredShares of common stock, par value $0.004 per share,including the preferred stock purchase rights GLBS Nasdaq Capital Market Capitalized terms used but not defined herein have the meanings given to them in our annual report on Form 20-F to which this exhibit has beenincorporated by reference (the “Annual Report”). The following is a description that includes, among other things, the material terms of our articles of incorporation and bylaws. The description does notpurport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of the articles of incorporation and bylaws. Weencourage you to refer to our articles of incorporation and our bylaws for additional information. Because the following is only a summary, it does not containall information that you may find important. AUTHORIZED CAPITAL Globus Maritime Limited is authorized to issue an aggregate of 700,000,000 shares, consisting of (1) 500,000,000 common shares, par value $0.004 per share,(2) 100,000,000 Class B common shares, par value $0.001 per share, which we refer to as the Class B shares, and (3) 100,000,000 preferred shares, par value$0.001 per share, which we refer to as the preferred shares. No Class B shares have yet been issued. Our articles of incorporation require us at all times toreserve and keep available, out of our authorized but unissued common shares, such number of common shares as would become issuable upon the conversionof all Class B shares then outstanding. We were formed by the filing of Articles of Domestication and Articles of Incorporation with the Marshall Islands Registrar of Corporations. Our entitynumber is 44376. Three series of preferred shares have been designated. There is no limitation on the right to own securities or the rights of non-resident shareholders to hold or exercise voting rights on our securities under MarshallIslands law or our articles of incorporation or bylaws. All of our shares are in registered form. Our articles of incorporation do not permit the issuance of bearer shares. We do not hold any of our shares in treasury. We have financed our operations through funds raised in public and private placements of common shares and through debt. We also issued shares to ourofficers and employees. PURPOSE Our objects and purposes, as provided in Section 1.3 of our articles of incorporation, are to engage in any lawful act or activity for which corporations maynow or hereafter be organized under the BCA. 1 COMMON SHARES, CLASS B SHARES, AND SERIES B PREFERRED SHARES Generally, Marshall Islands law provides that the holders of a class of stock of a Marshall Islands corporation are entitled to a separate class vote on anyproposed amendment to the relevant articles of incorporation that would change the aggregate number of authorized shares or the par value of that class ofshares or alter or change the powers, preferences or special rights of that class so as to affect the class adversely. Except as described below, holders of ourcommon shares and Class B shares have equivalent economic rights. Holders of our common shares are entitled to one vote per share while holders of ourClass B shares are entitled to 20 votes per share and the holder of our Series B preferred shares is entitled to 25,000 votes per share (subject to the limitationdescribed in “Preferred Shares” below). Each holder of Class B shares (not including the Company and the Company’s subsidiaries) may convert, at its option,any or all of the Class B shares held by such holder into an equal number of common shares. Except as otherwise provided by the BCA, holders of our common shares, Class B shares, and Series B preferred shares will vote together as a single class onall matters submitted to a vote of shareholders, including the election of directors. The rights, preferences and privileges of holders of our shares are subject to the rights of the holders of our Series B preferred shares and any preferred shareswhich we may issue in the future. Holders of our common shares do not have conversion, redemption or pre-emptive rights to subscribe to any of our securities. Common shares that have been entered into the DTC book-entry system will be registered in the name of Cede & Co., as nominee for DTC, and transfers ofbeneficial ownership of shares held through DTC will be effected by electronic transfer made by DTC participants. Transfers of shares held outside of DTC or another direct registration system maintained by Computershare, Inc., our transfer agent and registrar, and notrepresented by certificates are effected by a stock transfer instrument. The transfer of registered certificates is effected by presenting and surrendering the certificates to us or our transfer agent. A valid transfer requires theregistered certificates to be properly endorsed for transfer as provided for in the certificates and accompanied by proper instruments of transfer. Our articles of incorporation, bylaws and the BCA do not contain transfer restrictions on our common shares. PREFERRED SHARES Our articles of incorporation authorize our board of directors to establish and issue up to 100 million preferred shares and to determine, with respect to anyseries of preferred shares, the rights and preferences of that series, including: •the designation of the series; •the number of preferred shares in the series; •the preferences and relative participating option or other special rights, if any, and any qualifications, limitations or restrictions of such series; and •the voting rights, if any, of the holders of the series. The holders of our Series A Preferred Shares, if any, are entitled to receive, if funds are legally available, dividends payable in cash in an amount per share tobe determined by unanimous resolution of our Remuneration Committee, in its sole discretion. Our board of directors or Remuneration Committee determinewhether funds are legally available under the BCA for such dividend. Any accrued but unpaid dividends do not bear interest. Except as may be provided in theBCA, holders of our Series A Preferred Shares do not have any voting rights. Upon our liquidation, dissolution or winding up, the holders of our Series APreferred Shares are entitled to a preference in the amount of the declared and unpaid dividends, if any, as of the date of liquidation, dissolution or winding up.Our Series A Preferred Shares are not convertible into any of our other capital stock. The Series A Preferred Shares are redeemable at the written request of theRemuneration Committee at par value plus all declared and unpaid dividends as of the date of redemption plus any additional consideration determined by aunanimous resolution of the Remuneration Committee. 2 In June 2020, we issued 50 newly designated Series B preferred shares, par value $0.001 per share, to Goldenmare Limited, a company controlled by ourChief Executive Officer, Athanasios Feidakis, in return for $150,000. In July 2020, we issued an additional 250 Series B preferred shares to GoldenmareLimited in return for another $150,000. In March 2021, we issued an additional 10,000 Series B preferred shares to Goldenmare Limited in return for$130,000. The purchase price was paid, in each instance, by reducing, on a dollar-for-dollar basis, the amount payable by the Company to Goldenmare Limitedpursuant to a consultancy agreement. In addition, in July 2020 we increased the maximum voting rights under the Series B preferred shares from 49.0% to49.99%. The issuances of the Series B preferred shares to Goldenmare Limited were each approved by an independent committee of the Board of Directors of theCompany, which in each case received a fairness opinion from an independent financial advisor that the transaction was for a fair value. The Series B preferred shares currently have the following characteristics: Voting. To the fullest extent permitted by law, each Series B preferred share entitles the holder hereof to 25,000 votes per share on all matterssubmitted to a vote of the shareholders of the Company, provided however, that no holder of Series B preferred shares may exercise voting rights pursuant toSeries B preferred shares that would result in the aggregate voting power of any beneficial owner of such shares and its affiliates (whether pursuant toownership of Series B preferred shares, common shares or otherwise) to exceed 49.99% of the total number of votes eligible to be cast on any matter submittedto a vote of shareholders of the Company. To the fullest extent permitted by law, the holders of Series B preferred shares shall have no special voting orconsent rights and shall vote together as one class with the holders of the common shares on all matters put before the shareholders. Conversion. The Series B preferred shares are not convertible into common shares or any other security. Redemption. The Series B preferred shares are not redeemable. Dividends. The Series B preferred shares have no dividend rights. Liquidation Preference. Upon any liquidation, dissolution or winding up of the Company, the Series B preferred shares are entitled to receive apayment with priority over the common shareholders equal to the par value of $0.001 per share. The Series B preferred shareholder has no other rights todistributions upon any liquidation, dissolution or winding up of the Company. Transferability. All issued and outstanding Series B preferred shares must be held of record by one holder, and the Series B preferred shares shall notbe transferred without the prior approval of our Board of Directors. Proportional Adjustment. In the event the Company (i) declares any dividend on its common shares, payable in common shares, (ii) subdivides theoutstanding common shares or (iii) combines the outstanding common shares into a smaller number of shares, there shall be a proportional adjustment to thenumber of outstanding Series B preferred shares. LIQUIDATION In the event of our dissolution, liquidation or winding up, whether voluntary or involuntary, after payment in full of the amounts, if any, required to be paid toour creditors, the payment of the par value of $0.001 per share to the holder of our Series B Preferred Shares, and the holders of preferred shares, ourremaining assets and funds shall be distributed pro rata to the holders of our common shares and Class B shares, and the holders of common shares and theholders of Class B shares shall be entitled to receive the same amount per share in respect thereof. Other than its receipt of the par value of $0.001 per Series Bpreferred share, the holder of our Series B Preferred Shares does not participate in distributions upon liquidation. DIVIDENDS Declaration and payment of any dividend is subject to the discretion of our board of directors. The timing and amount of dividend payments to holders of ourshares will depend on a series of factors and risks described under “Risk Factors” in our Annual Report and in prospectuses we may file from time to time, andincludes risks relating to earnings, financial condition, cash requirements and availability, restrictions in our current and future loan arrangements, theprovisions of the Marshall Islands law affecting the payment of dividends and other factors. The BCA generally prohibits the payment of dividends other thanfrom surplus or while we are insolvent or if we would be rendered insolvent upon paying the dividend. 3 Subject to preferences that may apply to any shares of preferred stock outstanding at the time, the holders of our common shares and Class B shares will beentitled to share equally (pro rata based on the number of shares held) in any dividends that our board of directors may declare from time to time out of fundslegally available for dividends. Series B preferred shares do not participate in dividends. CONVERSION Our common shares are not convertible into any other shares of our capital stock. Each of our Class B shares is convertible at any time at the election of theholder thereof into one of our common shares. We may reissue or resell any Class B shares that shall have been converted into common shares. Neither ourcommon shares nor our Class B Shares may be reclassified, subdivided or combined unless such reclassification, subdivision or combination occurssimultaneously and in the same proportion for each such class of Common Stock. DIRECTORS Our directors are elected by the vote of the plurality of the votes cast by shareholders entitled to vote in the election. Our articles of incorporation provide thatour board of directors must consist of at least three members. Shareholders may change the number of directors only by the affirmative vote of holders of amajority of the total voting power of our outstanding capital stock (subject to the rights of any holders of preferred shares). The board of directors may changethe number of directors by a majority vote of the entire board of directors. No contract or transaction between us and one or more of our directors or officers will be void or voidable solely for the following reason, or solely becausethe director or officer is present at or participates in the meeting of our board of directors or committee thereof which authorizes the contract or transaction, orsolely because his or her or their votes are counted for such purpose, if (1) the material facts as to such director’s interest in such contract or transaction and asto any such common directorship, officership or financial interest are disclosed in good faith or known to the board of directors or committee, and the board ofdirectors or committee approves such contract or transaction by a vote sufficient for such purpose without counting the vote of such interested director, or, ifthe votes of the disinterested directors are insufficient to constitute an act of the board, by unanimous vote of the disinterested directors; or (2) the materialfacts as to such director’s interest in such contract or transaction and as to any such common directorship, officership or financial interest are disclosed in goodfaith or known to the shareholders entitled to vote thereon, and such contract or transaction is approved by vote of such shareholders. Our board of directors has the authority to fix the compensation of directors for their services. Our board of directors has the authority to approve loans on behalf of Globus. Our articles of incorporation provide that no director shall be personally liable to us or our shareholders for monetary damages for breach of fiduciary duty as adirector, to the fullest extent permitted by the BCA. CLASSIFIED BOARD OF DIRECTORS Our articles of incorporation provide for a board of directors serving staggered, three-year terms. Approximately one-third of our board of directors is electedeach year. REMOVAL OF DIRECTORS; VACANCIES; ADVANCE NOTICE OF NOMINATIONS Our articles of incorporation provide that directors may be removed with or without cause upon the affirmative vote of holders of a majority of the total votingpower of our outstanding capital stock cast at a meeting of the shareholders. Our articles of incorporation also permit the removal of directors for cause uponthe affirmative vote of 66-2/3% of the members of the board of directors then in office. Our bylaws require parties to provide advance written notice ofnominations for the election of directors other than the board of directors and shareholders holding 30% or more of the voting power of the aggregate numberof our shares issued and outstanding and entitled to vote. 4 NO CUMULATIVE VOTING Our articles of incorporation prohibit cumulative voting. SHAREHOLDER MEETINGS Under our bylaws, annual shareholder meetings will be held at a time and place selected by our board of directors. The meetings may be held in or outside ofthe Marshall Islands. Special meetings may be called by the chairman of our board of directors, by resolution of our board of directors or by holders of 30% ormore of the voting power of the aggregate number of our shares issued and outstanding and entitled to vote at such meeting. Our board of directors may set arecord date between 15 and 60 days before the date of any meeting to determine the shareholders that will be eligible to receive notice and vote at the meeting.Unless otherwise required by law or our articles of incorporation, at all meetings of shareholders there must be present (either in person or by proxy)shareholders of record holding at least one third of the voting power of the aggregate number of our shares issued and outstanding and entitled to vote at suchmeetings in order to constitute a quorum. DISSENTERS’ RIGHTS OF APPRAISAL AND PAYMENT Under the BCA, our shareholders may have the right to dissent from various corporate actions, including certain amendments to our articles of incorporationand certain mergers or consolidations or certain sales or exchanges of all or substantially all of our assets not made in the usual and regular course of ourbusiness, and receive payment of the fair value of their shares, subject to exceptions. The right of a dissenting shareholder to receive payment of the fair valueof his shares is not available for the shares of any class or series of stock, which shares at the record date fixed to determine the shareholders entitled to receivenotice of and vote at the meeting of shareholders to act upon the agreement of merger or consolidation or any sale or exchange of all or substantially all of theproperty and assets of the corporation not made in the usual course of its business, were either (1) listed on a securities exchange or admitted for trading on aninterdealer quotation system or (2) held of record by more than 2,000 holders. In the event of any further amendment of our articles of incorporation, ashareholder also has the right to dissent and receive payment for his or her shares if the amendment alters certain rights in respect of those shares. Thedissenting shareholder must follow the procedures set forth in the BCA to receive payment. In the event that we and any dissenting shareholder fail to agree ona price for the shares, the BCA procedures involve, among other things, the institution of proceedings in the high court of the Republic of the Marshall Islandsor in any appropriate court in any jurisdiction in which our shares are primarily traded on a local or national securities exchange to fix the value of the shares. SHAREHOLDERS’ DERIVATIVE ACTIONS Under the BCA, any of our shareholders may bring an action in our name to procure a judgment in our favor, also known as a derivative action, provided thatthe shareholder bringing the action is a holder of common shares or a beneficial interest therein both at the time the derivative action is commenced and at thetime of the transaction to which the action relates or that the shares devolved upon the shareholder by operation of law, among other requirements set forth inthe BCA. AMENDMENT OF OUR ARTICLES OF INCORPORATION Except as otherwise provided by law, any provision in our articles of incorporation requiring a vote of shareholders may only be amended by such a vote.Further, certain sections may only be amended by an affirmative vote of the holders of at least a majority of the voting power of the voting shares. 5 ANTI-TAKEOVER EFFECTS OF CERTAIN PROVISIONS OF OUR ARTICLES OF INCORPORATION AND BYLAWS Several provisions of our articles of incorporation and bylaws, which are summarized below, may have anti-takeover effects. These provisions are intended toavoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize shareholdervalue in connection with any unsolicited offer to acquire our company. However, these anti-takeover provisions could also discourage, delay or prevent themerger or acquisition of our company by means of a tender offer, a proxy contest or otherwise that a shareholder may consider in its best interest and theremoval of incumbent officers and directors, which could affect the desirability of our shares and, consequently, our share price. Multi Class Stock. Our multi-class stock structure, which consists of common shares, Class B shares, and preferred shares, can provide holders of our Class Bshares or preferred shares a significant degree of control over all matters requiring shareholder approval, including the election of directors and significantcorporate transactions, such as a merger or other sale of our company or its assets, because our different classes of shares can have different numbers of votes. For instance, while our common shares have one vote on matters before the shareholders, each of our 10,300 outstanding Series B preferred shares has 25,000votes on matters before the shareholders; provided however, that no holder of Series B preferred shares may exercise voting rights pursuant to any Series Bpreferred shares that would result in the total number of votes a holder is entitled to vote on any matter submitted to a vote of shareholders of the Company toexceed 49.99% of the total number of votes eligible to be cast on such matter. No Class B shares are presently outstanding, but if and when we issue any, eachClass B share will have 20 votes on matters before the shareholders. At present, and until a substantial number of additional securities are issued, our holder of Series B preferred shares exerts substantial control over theCompany’s votes and is able to exert substantial control over our management and all matters requiring shareholder approval, including electing directors andsignificant corporate transactions, such as a merger. Such holder’s interest could differ from yours. Blank Check Preferred Shares. Under the terms of our articles of incorporation, our board of directors has authority, without any further vote or action by ourshareholders, to issue up to 100 million “blank check” preferred shares, almost all of which currently remain available for issuance. Our board could authorizethe issuance of preferred shares with voting or conversion rights that could dilute the voting power or rights of the holders of common shares, in addition topreferred shares that are already outstanding. The issuance of preferred shares, while providing flexibility in connection with possible acquisitions and othercorporate purposes, could, among other things, have the effect of delaying, deferring or preventing a change in control of us or the removal of our managementand may harm the market price of our common shares. Classified Board of Directors. Our articles of incorporation provide for the division of our board of directors into three classes of directors, with each class asnearly equal in number as possible, serving staggered, three-year terms, beginning upon the expiration of the initial term for each class. Approximately one-third of our board of directors is elected each year. This classified board provision could discourage a third party from making a tender offer for our shares orattempting to obtain control of us. It could also delay shareholders who do not agree with the policies of our board of directors from removing a majority ofour board of directors for up to two years. Election of Directors. Our articles of incorporation do not provide for cumulative voting in the election of directors. Our bylaws require parties, other than thechairman of the board of directors, board of directors and shareholders holding 30% or more of the voting power of the aggregate number of our shares issuedand outstanding and entitled to vote, to provide advance written notice of nominations for the election of directors (see also, “Advance Notice Requirementsfor Shareholder Proposals and Director Nominations”). These provisions may discourage, delay or prevent the removal of incumbent officers and directors. Advance Notice Requirements for Shareholder Proposals and Director Nominations. Our bylaws provide that shareholders, other than shareholders holding30% or more of the voting power of the aggregate number of our shares issued and outstanding and entitled to vote, seeking to nominate candidates forelection as directors or to bring business before an annual meeting of shareholders must provide timely notice of their proposal in writing to the corporatesecretary. 6 Generally, to be timely, a shareholder’s notice must be received at our principal executive offices not less than 150 days or more than 180 days prior to the firstanniversary date of the immediately preceding annual meeting of shareholders. Our bylaws also specify requirements as to the form and content of ashareholder’s notice. These provisions may impede a shareholder’s ability to bring matters before an annual meeting of shareholders or make nominations fordirectors at an annual meeting of shareholders. Calling of Special Meetings of Shareholders. Our bylaws provide that special meetings of our shareholders may be called only by the chairman of our board ofdirectors, by resolution of our board of directors or by holders of 30% or more of the voting power of the aggregate number of our shares issued andoutstanding and entitled to vote at such meeting. Action by Written Consent in Lieu of a Meeting. Our articles permit any action which may or is required by the BCA to be taken at a meeting of theshareholders to be authorized by consents in writing signed by the holders of outstanding shares having not less than the minimum number of votes that wouldbe necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Presently and until and unless weissue a significant number of securities, Goldenmare Limited, a company affiliated with our Chief Executive Officer, holds Series B Preferred Sharescontrolling 49.99% of the voting power of our outstanding capital stock. Goldenmare Limited could, together with shareholders possessing a relatively smallnumber of shares, act by written consent in lieu of a meeting and authorize major transactions on behalf of the Company, all without calling a meeting ofshareholders. Business Combinations Although the BCA does not contain specific provisions regarding “business combinations” between corporations incorporated under or redomiciled pursuantto the laws of the Marshall Islands and “interested shareholders,” our articles of incorporation prohibit us from engaging in a business combination with aninterested shareholder for a period of three years following the date of the transaction in which the person became an interested shareholder, unless, in additionto any other approval that may be required by applicable law: • prior to the date of the transaction that resulted in the shareholder becoming an interested shareholder, our board of directors approved either thebusiness combination or the transaction that resulted in the shareholder becoming an interested shareholder; • upon consummation of the transaction that resulted in the shareholder becoming an interested shareholder, the interested shareholder owned atleast 85.0% of our voting shares outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstandingthose shares owned by (1) persons who are directors and officers and (2) employee stock plans in which employee participants do not have the right todetermine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or • at or after the date of the transaction that resulted in the shareholder becoming an interested shareholder, the business combination is approvedby our board of directors and authorized at an annual or special meeting of shareholders, and not by written consent, by the affirmative vote of at least 66-2/3%of the voting power of the voting shares that are not owned by the interested shareholder. Among other transactions, a “business combination” includes any merger or consolidation of us or any directly or indirectly majority-owned subsidiary of ourswith (1) the interested shareholder or any of its affiliates or (2) with any corporation, partnership, unincorporated association or other entity if the merger orconsolidation is caused by the interested shareholder. Generally, an “interested shareholder” is any person or entity (other than us and any direct or indirectmajority-owned subsidiary of ours) that: • owns 15.0% or more of our outstanding voting shares; • is an affiliate or associate of ours and was the owner of 15.0% or more of our outstanding voting shares at any time within the three-year periodimmediately prior to the date on which it is sought to be determined whether such person is an interested shareholder; or 7 • is an affiliate or associate of any person listed in the first two bullets, except that any person who owns 15.0% or more of our outstanding votingshares, as a result of action taken solely by us will not be an interested shareholder unless such person acquires additional voting shares, except as a result offurther action by us and not caused, directly or indirectly, by such person. Additionally, the restrictions regarding business combinations do not apply to persons that became interested shareholders prior to the effectiveness of ourarticles of incorporation. In addition, we have entered into a shareholders rights agreement that makes it more difficult for a third party, subject to certain exceptions, to acquire uswithout the support of our board of directors. These anti-takeover provisions, along with provisions of our shareholders rights agreement, could substantiallyimpede the ability of our shareholders to impose a change in control and, as a result, may adversely affect the market price of our common shares and yourability to realize any potential change of control premium. LIMITATIONS ON LIABILITY AND INDEMNIFICATION OF DIRECTORS AND OFFICERS The BCA authorizes corporations to limit or eliminate the personal liability of directors to corporations and their shareholders for monetary damages forbreaches of certain directors’ fiduciary duties. Our articles of incorporation include a provision that eliminates the personal liability of directors for monetarydamages for breach of fiduciary duty as a director to the fullest extent permitted by law (i.e., other than breach of duty of loyalty, acts not taken in good faith orwhich involve intentional misconduct or a knowing violation of law or transactions for which the director derived an improper personal benefit) and providesthat we must indemnify our directors and officers to the fullest extent authorized by law. We are also expressly authorized to advance certain expenses to ourdirectors and officers and expect to carry directors’ and officers’ insurance providing indemnification for our directors and officers for some liabilities. Webelieve that these indemnification provisions and the directors’ and officers’ insurance are useful to attract and retain qualified directors and executive officers. The limitation of liability and indemnification provisions in our articles of incorporation may discourage shareholders from bringing a lawsuit against ourdirectors for breach of their fiduciary duty. These provisions may also have the effect of reducing the likelihood of derivative litigation against directors andofficers, even though such an action, if successful, may otherwise benefit us and our shareholders. In addition, an investor in our common shares may beadversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. There is no pending material litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought. DESCRIPTION OF WARRANTS The following summary of certain terms and provisions of the Class A Warrants is not complete and is subject to, and qualified in its entirety by the provisionsof the form of Class A Warrant, which is incorporated by reference as an exhibit to our Annual Report. •Exercisability. The Class A Warrants are exercisable at any time after their original issuance up to the date that is five years after their original issuance onJune 22, 2020. Each of the Class A Warrants is exercisable, in whole or in part, by delivering to us a duly executed exercise notice and, at any time aregistration statement registering the issuance of the common shares underlying the Class A Warrants under the Securities Act is effective and availablefor the issuance of such shares, by payment in full in immediately available funds for the number of common shares purchased upon such exercise. If aregistration statement registering the issuance of the common shares underlying the Class A Warrants under the Securities Act is not effective or available,the holder may, in its sole discretion, elect to exercise the Class A Warrant through a cashless exercise, in which case the holder would receive upon suchexercise the net number of common shares determined according to the formula set forth in the Class A Warrants. We may be required to pay certainamounts as liquidated damages as specified in the Class A Warrants in the event we do not deliver common shares upon exercise of the Class A Warrantswithin the time periods specified in the Class A Warrants. No fractional common shares will be issued in connection with the exercise of a Class AWarrant.8 •Exercise Limitation. A holder does not have the right to exercise any portion of a Class A Warrant if the holder (together with its affiliates) wouldbeneficially own in excess of 4.99% (or, upon election by a holder prior to the issuance of any Class A Warrants, 9.99%) of the number of shares of ourcommon shares outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms ofsuch Class A Warrants. However, any holder may increase or decrease such percentage to any other percentage not in excess of 9.99%, upon at least 61days’ prior notice from the holder to us with respect to any increase in such percentage.•Exercise Price. The exercise price per whole common share purchasable upon exercise of the Class A Warrants is $35.00 per share. The exercise price ofthe Class A Warrants and number of common shares issuable on exercise of the Class A Warrants are subject to adjustment in the event of certain stockdividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common shares. The holders of Class AWarrants have the right to participate on an as-exercised basis in certain rights offerings to our common shareholders. The exercise price of the Class AWarrants may also be reduced to any amount and for any period of time at the sole discretion of our board of directors. The exercise price of the Class AWarrants is subject to adjustment in the event of dividends and certain distributions as specified in the Class A Warrants.•Transferability. Subject to applicable laws, the Class A Warrants may be offered for sale, sold, transferred or assigned without our consent.•Exchange Listing. There is no established trading market for the Class A Warrants and we do not expect a market to develop. In addition, we do not intendto apply for the listing of the Class A Warrants on any national securities exchange or other trading market. Without an active trading market, the liquidityof the Class A Warrants will be limited.•Warrant Agent. The Class A Warrants are issued in registered form under a warrant agreement among Computershare Inc., Computershare TrustCompany, N.A., as warrant agent, and us. The Class A Warrants were initially represented only by one or more global warrants deposited with the warrantagent, as custodian on behalf of The Depository Trust Company (DTC) and registered in the name of Cede & Co., a nominee of DTC, or as otherwisedirected by DTC.•Rights as a Shareholder. Except as otherwise provided in the Class A Warrants or by virtue of such holder’s ownership of our common shares, the holderof a Class A Warrant does not have the rights or privileges of a holder of our common shares, including any voting rights, until the holder exercises theClass A Warrant.•Fundamental Transactions. In the event of a fundamental transaction, as described in the Class A Warrants and generally including, with certainexceptions, any reorganization, recapitalization or reclassification of our common shares, the sale, transfer or other disposition of all or substantially all ofour properties or assets, our consolidation or merger with or into another person, the acquisition of more than 50% of our outstanding common shares, orany person or group becoming the beneficial owner of 50% of the voting power represented by our outstanding common shares, the holders of the Class AWarrants will be entitled to receive upon exercise of the Class A Warrants the kind and amount of securities, cash or other property that the holders wouldhave received had they exercised the Class A Warrants immediately prior to such fundamental transaction. In addition, we or the successor entity, at therequest of Class A Warrant holders, will be obligated to purchase any unexercised portion of the Class A Warrants in accordance with the terms of suchClass A Warrants.•Governing Law. The Class A Warrants and the warrant agreement are governed by New York law.The following summary of certain terms and provisions of the PP Warrants issued on June 30, 2020 and July 21, 2020 is not complete and is subject to, andqualified in its entirety by the provisions of the forms of PP Warrants, which are incorporated by reference as an exhibit to our Annual Report. •Exercisability. Each PP Warrant has a term of 5.5 years from its date of issuance. The PP Warrants are exercisable, at the option of each holder, in wholeor in part by delivering to us a duly executed exercise notice with payment in full in immediately available funds for the number of common sharespurchased upon such exercise. If a registration statement registering the resale of the common shares underlying the PP Warrants under the Securities Actis not effective or available at any time after the six-month anniversary of the date of issuance of the PP Warrants, the holder may, in its sole discretion,elect to exercise the PP Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of common sharesdetermined according to the formula set forth in the PP Warrants. If we do not issue the shares in a timely fashion, the PP Warrant contains certaindamages provisions. No fractional common shares will be issued in connection with the exercise of a PP Warrant. We must maintain the effectiveness of aresale registration statement until no purchaser owns any PP Warrants. 9 •Exercise Limitation. A holder does not have the right to exercise any portion of the PP Warrant if the holder (together with its affiliates) would beneficiallyown in excess of 4.99% (or, upon election of the holder, 9.99%) of the number of our common shares outstanding immediately after giving effect to theexercise, as such percentage of beneficial ownership is determined in accordance with the terms of the PP Warrants. However, any holder may increase ordecrease such percentage, but not in excess of 9.99%, provided that any increase will not be effective until the 61st day after such election.•Exercise Price. The exercise price per whole common share purchasable upon exercise of the PP Warrants is $18.00 per share. The exercise price of thePP Warrants is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations,reclassifications or similar events affecting our common shares and also upon any distributions of assets, including cash, stock or other property to ourshareholders. The holders of PP Warrants have the right to participate on an as-exercised basis in certain rights offerings to our common shareholders. Theexercise price may also be reduced to any amount and for any period of time deemed appropriate at the sole discretion of our board of directors.•Exchange Listing. There is no established trading market for the PP Warrants and we do not expect a market to develop. In addition, we do not intend toapply for the listing of the PP Warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of thePP Warrants will be limited.•Fundamental Transactions. If a fundamental transaction occurs, then the successor entity will succeed to, and be substituted for us, and may exerciseevery right and power that we may exercise and will assume all of our obligations under the PP Warrants with the same effect as if such successor entityhad been named in the PP Warrant itself. If holders of our common shares are given a choice as to the securities, cash or property to be received in afundamental transaction, then the holder shall be given the same choice as to the consideration it receives upon any exercise of the PP Warrants followingsuch fundamental transaction. In addition, we or the successor entity, at the request of PP Warrant holders, will be obligated to purchase any unexercisedportion of the PP Warrants in accordance with the terms of such PP Warrants.•Rights as a Shareholder. Except as otherwise provided in the PP Warrants or by virtue of such holder’s ownership of our common shares, the holder of PPWarrants will not have the rights or privileges of a holder of our common shares, including any voting rights, until the holder exercises the PP Warrants.•Transferability. Subject to applicable laws, the PP Warrants may be offered for sale, sold, transferred or assigned without our consent.•Governing Law. The PP Warrants are governed by New York law. The following summary of certain terms and provisions of the December 2020 Warrants, and is not complete and is subject to, and qualified in its entirety bythe provisions of the form of December 2020 Warrant, which is incorporated by reference as an exhibit to our Annual Report. •Exercisability. The December 2020 Warrants have a term of 5.5 years from December 9, 2020. The December 2020 Warrants areexercisable, at the option of each holder, in whole or in part, by delivering to us a duly executed exercise notice with payment infull in immediately available funds for the number of common shares purchased upon such exercise. If a registration statementregistering the issuance of the common shares underlying the December 2020 Warrants under the Securities Act is not effectiveor available, the holder may, in its sole discretion, elect to exercise the December 2020 Warrant through a cashless exercise, inwhich case the holder would receive upon such exercise the net number of common shares determined according to the formulaset forth in the December 2020 Warrants. If we do not issue the shares in a timely fashion, the December 2020 Warrant containscertain damages provisions. No fractional common shares will be issued in connection with the exercise of a December 2020 Warrant. 10 •Exercise Limitation. A holder does not have the right to exercise any portion of the December 2020 Warrant if the holder (together with its affiliates)would beneficially own in excess of 4.99% (or, upon election of the holder, 9.99%) of the number of our common shares outstanding immediately aftergiving effect to the exercise, as such percentage of beneficial ownership is determined in accordance with the terms of the December 2020 Warrants.However, any holder may increase or decrease such percentage, but not in excess of 9.99%, provided that any increase will not be effective until the 61stday after such election. •Exercise Price. The exercise price per whole common share purchasable upon exercise of the December 2020 Warrants is $6.25 per share (having beenreduced from the original exercise price of $8.50 per share). The exercise price of the December 2020 Warrants and number of common shares issuableupon exercise of the December 2020 Warrants is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits,stock combinations, reclassifications or similar events affecting our common shares. The exercise price of the December 2020 Warrants is also subject toadjustment upon any distributions of assets, including cash, stock or other property to our shareholders. The holders of December 2020 Warrants have theright to participate on an as-exercised basis in certain rights offerings to our common shareholders. The exercise price may also be reduced to any amountand for any period of time deemed appropriate at the sole discretion of our board of directors. •Exchange Listing. There is no established trading market for the December 2020 Warrants and we do not expect a market to develop. In addition, we donot intend to apply for the listing of the December 2020 Warrants on any national securities exchange or other trading market. Without an active tradingmarket, the liquidity of the December 2020 Warrants will be limited. •Fundamental Transactions. If a fundamental transaction occurs, then the successor entity will succeed to, and be substituted for us, and may exerciseevery right and power that we may exercise and will assume all of our obligations under the December 2020 Warrants with the same effect as if suchsuccessor entity had been named in the December 2020 Warrant itself. If holders of our common shares are given a choice as to the securities, cash orproperty to be received in a fundamental transaction, then the holder shall be given the same choice as to the consideration it receives upon any exercise ofthe December 2020 Warrants following such fundamental transaction. In addition, we or the successor entity, at the request of December 2020 Warrantholders, will be obligated to purchase any unexercised portion of the December 2020 Warrants in accordance with the terms of such December 2020Warrants. •Rights as a Shareholder. Except as otherwise provided in the December 2020 Warrants or by virtue of such holder’s ownership of our common shares, theholder of December 2020 Warrants will not have the rights or privileges of a holder of our common shares, including any voting rights, until the holderexercises the December 2020 Warrants. •Transferability. Subject to applicable laws, the December 2020 Warrants may be offered for sale, sold, transferred or assigned without our consent. •Governing Law. The December 2020 Warrants are governed by New York law. The following summary of certain terms and provisions of the January 2021 Warrants, and is not complete and is subject to, and qualified in its entirety by theprovisions of the form of January 2021 Warrant, which is incorporated by reference as an exhibit to our Annual Report. •Exercisability. The January 2021 Warrants have a term of 5.5 years from January 29, 2021. The January 2021 Warrants are exercisable, at the option ofeach holder, in whole or in part, by delivering to us a duly executed exercise notice with payment in full in immediately available funds for the number ofcommon shares purchased upon such exercise. If a registration statement registering the issuance of the common shares underlying the January 2021Warrants under the Securities Act is not effective or available, the holder may, in its sole discretion, elect to exercise the January 2021 Warrants through acashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula setforth in the January 2021 Warrants. If we do not issue the shares in a timely fashion, the January 2021 Warrants contain certain damages provisions. Nofractional common shares will be issued in connection with the exercise of a January 2021 Warrant.11 •Exercise Limitation. A holder does not have the right to exercise any portion of the January 2021 Warrants if the holder (together with its affiliates) wouldbeneficially own in excess of 4.99% (or, upon election of the holder, 9.99%) of the number of our common shares outstanding immediately after givingeffect to the exercise, as such percentage of beneficial ownership is determined in accordance with the terms of the January 2021 Warrants. However, anyholder may increase or decrease such percentage, but not in excess of 9.99%, provided that any increase will not be effective until the 61st day after suchelection.•Exercise Price. The exercise price per whole common share purchasable upon exercise of the January 2021 Warrants is $6.25 per share. The exercise priceof the January 2021 Warrants and number of common shares issuable upon exercise of the January 2021 Warrants is subject to appropriate adjustment inthe event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common shares.The exercise price of the January 2021 Warrants is also subject to adjustment upon any distributions of assets, including cash, stock or other property toour shareholders. The holders of January 2021 Warrants have the right to participate on an as-exercised basis in certain rights offerings to our commonshareholders. The exercise price may also be reduced to any amount and for any period of time deemed appropriate at the sole discretion of our board ofdirectors.•Exchange Listing. There is no established trading market for the January 2021 Warrants and we do not expect a market to develop. In addition, we do notintend to apply for the listing of the January 2021 Warrants on any national securities exchange or other trading market. Without an active trading market,the liquidity of the January 2021 Warrants will be limited.•Fundamental Transactions. If a fundamental transaction occurs, then the successor entity will succeed to, and be substituted for us, and may exerciseevery right and power that we may exercise and will assume all of our obligations under the January 2021 Warrants with the same effect as if suchsuccessor entity had been named in the January 2021 Warrant itself. If holders of our common shares are given a choice as to the securities, cash orproperty to be received in a fundamental transaction, then the holder shall be given the same choice as to the consideration it receives upon any exercise ofthe January 2021 Warrants following such fundamental transaction. In addition, we or the successor entity, at the request of January 2021 Warrant holders,will be obligated to purchase any unexercised portion of the January 2021 Warrants in accordance with the terms of such January 2021 Warrants.•Rights as a Shareholder. Except as otherwise provided in the January 2021 Warrants or by virtue of such holder’s ownership of our common shares, theholder of January 2021 Warrants will not have the rights or privileges of a holder of our common shares, including any voting rights, until the holderexercises the January 2021 Warrants.•Transferability. Subject to applicable laws, the January 2021 Warrants may be offered for sale, sold, transferred or assigned without our consent.•Governing Law. The January 2021 Warrants are governed by New York law.The following summary of certain terms and provisions of the February 2021 Warrants, and is not complete and is subject to, and qualified in its entirety bythe provisions of the form of warrant, which is incorporated by reference as an exhibit to our Annual Report: •Exercisability. The February 2021 Warrants have a term of 5.5 years from February 17, 2021. The February 2021 Warrants are exercisable, at the option ofeach holder, in whole or in part by delivering to us a duly executed exercise notice with payment in full in immediately available funds for the number ofcommon shares purchased upon such exercise. If a registration statement registering the issuance of the common shares underlying the February 2021Warrants under the Securities Act is not effective or available, the holder may, in its sole discretion, elect to exercise the February 2021 Warrants through acashless exercise, in which case the holder would receive upon such exercise the net number of common shares determined according to the formula setforth in the February 2021 Warrants. If we do not issue the shares in a timely fashion, the February 2021 Warrants contain certain damages provisions. Nofractional common shares will be issued in connection with the exercise of a February 2021 Warrant.12 •Exercise Limitation. A holder does not have the right to exercise any portion of the February 2021 Warrants if the holder (together with its affiliates)would beneficially own in excess of 4.99% (or, upon election of the holder, 9.99%) of the number of our Common Shares outstanding immediately aftergiving effect to the exercise, as such percentage of beneficial ownership is determined in accordance with the terms of the February 2021 Warrants.However, any holder may increase or decrease such percentage, but not in excess of 9.99%, provided that any increase will not be effective until the 61stday after such election. •Exercise Price. The exercise price per whole common share purchasable upon exercise of the February 2021 Warrants is $6.25 per share. The exerciseprice of the February 2021 Warrants and number of common shares issuable upon exercise of the February 2021 Warrants is subject to appropriateadjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting ourcommon shares. The exercise price of the February 2021 Warrants is also subject to adjustment upon any distributions of assets, including cash, stock orother property to our shareholders. The holders of February 2021 Warrants have the right to participate on an as-exercised basis in certain rights offeringsto our common shareholders. The exercise price may also be reduced to any amount and for any period of time deemed appropriate at the sole discretionof our board of directors.•Exchange Listing. There is no established trading market for the February 2021 Warrants and we do not expect a market to develop. In addition, we do notintend to apply for the listing of the February 2021 Warrants on any national securities exchange or other trading market. Without an active tradingmarket, the liquidity of the February 2021 Warrants will be limited.•Fundamental Transactions. If a fundamental transaction occurs, then the successor entity will succeed to, and be substituted for us, and may exerciseevery right and power that we may exercise and will assume all of our obligations under the February 2021 Warrants with the same effect as if suchsuccessor entity had been named in the February 2021 Warrant itself. If holders of our common shares are given a choice as to the securities, cash orproperty to be received in a fundamental transaction, then the holder shall be given the same choice as to the consideration it receives upon any exercise ofthe February 2021 Warrants following such fundamental transaction. In addition, we or the successor entity, at the request of February 2021 Warrantholders, will be obligated to purchase any unexercised portion of the February 2021 Warrants in accordance with the terms of such February 2021Warrants.•Rights as a Shareholder. Except as otherwise provided in the February 2021 Warrants or by virtue of such holder’s ownership of our common shares, theholder of February 2021 Warrants will not have the rights or privileges of a holder of our common shares, including any voting rights, until the holderexercises the February 2021 Warrants.•Transferability. Subject to applicable laws, the February 2021 Warrants may be offered for sale, sold, transferred or assigned without our consent.•Governing Law. The February 2021 Warrants are governed by New York law. The following summary of certain terms and provisions of the June 2021 Warrants, and is not complete and is subject to, and qualified in its entirety by theprovisions of the form of warrant, which is incorporated by reference as an exhibit to our Annual Report: •Exercisability. The June 2021 Warrants have a term of 5.5 years from June 29, 2021. The June 2021 Warrants are exercisable, at the option of each holder,in whole or in part, by delivering to us a duly executed exercise notice with payment in full in immediately available funds for the number of commonshares purchased upon such exercise. If a registration statement registering the issuance of the common shares underlying the June 2021 Warrants underthe Securities Act is not effective or available, the holder may, in its sole discretion, elect to exercise the June 2021 Warrants through a cashless exercise,in which case the holder would receive upon such exercise the net number of common shares determined according to the formula set forth in the June2021 Warrants. If we do not issue the shares in a timely fashion, the June 2021 Warrants contain certain damages provisions. No fractional common shareswill be issued in connection with the exercise of a June 2021 Warrant.13 •Exercise Limitation. A holder does not have the right to exercise any portion of the June 2021 Warrants if the holder (together with its affiliates) wouldbeneficially own in excess of 4.99% (or, upon election of the holder, 9.99%) of the number of our common shares outstanding immediately after givingeffect to the exercise, as such percentage of beneficial ownership is determined in accordance with the terms of the June 2021 Warrants. However, anyholder may increase or decrease such percentage, but not in excess of 9.99%, provided that any increase will not be effective until the 61st day after suchelection. •Exercise Price. The exercise price per whole common share purchasable upon exercise of the June 2021 Warrants is $5.00 per share. The exercise price ofthe June 2021 Warrants and number of common shares issuable upon exercise of the June 2021 Warrants is subject to appropriate adjustment in the eventof certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our common shares. The exerciseprice of the June 2021 Warrants is also subject to adjustment upon any distributions of assets, including cash, stock or other property to ourshareholders. The holders of June 2021 Warrants have the right to participate on an as-exercised basis in certain rights offerings to our commonshareholders. The exercise price may also be reduced to any amount and for any period of time deemed appropriate at the sole discretion of our board ofdirectors.•Exchange Listing. There is no established trading market for the June 2021 Warrants and we do not expect a market to develop. In addition, we do notintend to apply for the listing of the June 2021 Warrants on any national securities exchange or other trading market. Without an active trading market, theliquidity of the June 2021 Warrants will be limited.•Fundamental Transactions. If a fundamental transaction occurs, then the successor entity will succeed to, and be substituted for us, and may exerciseevery right and power that we may exercise and will assume all of our obligations under the June 2021 Warrants with the same effect as if such successorentity had been named in the June 2021 Warrant itself. If holders of our common shares are given a choice as to the securities, cash or property to bereceived in a fundamental transaction, then the holder shall be given the same choice as to the consideration it receives upon any exercise of the June 2021Warrants following such fundamental transaction. In addition, we or the successor entity, at the request of June 2021 Warrant holders, will be obligated topurchase any unexercised portion of the June 2021 Warrants in accordance with the terms of such June 2021 Warrants.•Rights as a Shareholder. Except as otherwise provided in the June 2021 Warrants or by virtue of such holder’s ownership of our common shares, theholder of June 2021 Warrants will not have the rights or privileges of a holder of our common shares, including any voting rights, until the holderexercises the June 2021 Warrants.•Transferability. Subject to applicable laws, the June 2021 Warrants may be offered for sale, sold, transferred or assigned without our consent.•Governing Law. The June 2021 Warrants are governed by New York law. SHAREHOLDERS RIGHTS AGREEMENT On August 3, 2023, we declared a dividend of one preferred share purchase right, which we call a “Right”, for each of our outstanding common shares,and adopted a shareholder rights plan, as set forth in the Shareholders Rights Agreement dated as of August 3, 2023, by and between us and ComputershareTrust Company, N.A., as rights agent. The dividend was paid on August 21, 2023 to the shareholders of record on August 21, 2023. We call this agreement theRights Agreement. The following summary description of the Rights Agreement and the related Rights in this section is not complete and is qualified in all respects by theterms of the Rights Agreement and Certificate of Designation of Series C Participating Preferred Shares, each of which is incorporated by reference as anexhibit to our Annual Report. The Rights. The Rights initially trade with, and are inseparable from, the common shares. The Rights are evidenced only by certificates that representthe common shares. New Rights will accompany any new common shares the Company issues after August 21, 2023 until the “Distribution Date” describedbelow. 14 Exercise Price. Each Right allows its holder to purchase from the Company one one-thousandth of a share of Series C Participating Preferred Shares,or a Series C Preferred Share, for $5.00 (also called the “Series C Exercise Price”), once the Rights become exercisable. This portion of a Series C PreferredShare will give the shareholder approximately the same dividend, voting and liquidation rights as would one common share. Prior to exercise, the Right doesnot give its holder any dividend, voting, or liquidation rights. Exercisability. The Rights are not exercisable until ten days after the public announcement that a person or group has become an “Acquiring Person”by obtaining beneficial ownership of 15% or more of the outstanding common shares. Certain synthetic interests in securities created by derivative positions—whether or not such interests are considered to be ownership of theunderlying common shares or are reportable for purposes of Regulation 13D of the Exchange Act—are treated as beneficial ownership of the number of sharesof our common shares equivalent to the economic exposure created by the derivative position, to the extent actual shares of our common shares are directly orindirectly held by counterparties to the derivatives contracts. Swaps dealers unassociated with any control intent or intent to evade the purposes of the RightsAgreement are excepted from such imputed beneficial ownership. For persons who, prior to the time of our public announcement of the Rights Agreement, beneficially owned 15% or more of the outstanding commonshares, the Rights Agreement “grandfathers” their current level of ownership, so long as they do not purchase additional shares in excess of certain limitations.In addition, Georgios Feidakis, Athanasios Feidakis, Konstantina Feidakis, Angelina Feidakis, Firment Shipping Inc. and Goldenmare Limited, or any of theirrespective affiliates are excluded from the definition of “Acquiring Person” and, therefore, may obtain beneficial ownership of 15% or more of our outstandingcommon shares without causing the Rights to be exercisable. The date when the Rights become exercisable is the “Distribution Date.” Until that date, the common shares certificates (or, in the case ofuncertificated shares, by notations in the book-entry account system) also evidence the Rights, and any transfer of common shares will constitute a transfer ofRights. After that date, the Rights will separate from the common shares and be evidenced by book-entry credits or by Rights certificates that the Companywill mail to all eligible holders of common shares. Any Rights held by an Acquiring Person are null and void and may not be exercised. Preferred Share Provisions Each one one-thousandth of a Series C Preferred Share, if issued, will, among other things: •not be redeemable; •entitle holders to quarterly dividend payments in an amount per share equal to the aggregate per share amount of all cash dividends, and theaggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in common shares ora subdivision of the outstanding common shares (by reclassification or otherwise), declared on common shares since the immediately precedingquarterly dividend payment date; and •entitle holders to one vote on all matters submitted to a vote of the shareholders of the Company. The value of one one-thousandth interest in a Series C Preferred Share should approximate the value of one common share. Consequences of a Person or Group Becoming an Acquiring Person. Flip In. If an Acquiring Person obtains beneficial ownership of 15% or more of the common shares, then each Right will entitle the holder thereof to purchase,for the Series C Exercise Price, a number of common shares (or, in certain circumstances, cash, property or other securities of the Company) having a then-current market value of twice the Series C Exercise Price. However, the Rights are not exercisable following the occurrence of the foregoing event until suchtime as the Rights are no longer redeemable by the Company, as further described below. 15 Following the occurrence of an event set forth in preceding paragraph, all Rights that are or, under certain circumstances specified in the Rights Agreement,were beneficially owned by an Acquiring Person or certain of its transferees will be null and void. Flip Over. If, after an Acquiring Person obtains 15% or more of the common shares, (i) the Company merges into another entity; (ii) an acquiring entitymerges into the Company; or (iii) the Company sells or transfers 50% or more of its assets, cash flow or earning power, then each Right (except for Rights thathave previously been voided as set forth above) will entitle the holder thereof to purchase, for the Series C Exercise Price, a number of common shares of theperson engaging in the transaction having a then-current market value of twice the Series C Exercise Price. Notional Shares. Shares held by affiliates and associates of an Acquiring Person, including certain entities in which the Acquiring Person beneficially owns amajority of the equity securities, and Notional common shares (as defined in the Rights Agreement) held by counterparties to a Derivatives Contract (asdefined in the Rights Agreement) with an Acquiring Person, will be deemed to be beneficially owned by the Acquiring Person. Redemption. Our board of directors may redeem the Rights for $0.001 per Right under certain circumstances. If our board of directors redeems any Rights, itmust redeem all of the Rights. Once the Rights are redeemed, the only right of the holders of the Rights will be to receive the redemption price of $0.001 perRight. The redemption price will be adjusted if the Company has a stock dividend or a stock split. Exchange. After a person or group becomes an Acquiring Person, but before an Acquiring Person owns 50% or more of the outstanding common shares, ourboard of directors may extinguish the Rights by exchanging one common shares or an equivalent security for each Right, other than Rights held by theAcquiring Person. In certain circumstances, the Company may elect to exchange the Rights for cash or other securities of the Company having a valueapproximately equal to one common share. Expiration. The Rights expire on the earliest of (i) February 3, 2025; or (ii) the redemption or exchange of the Rights as described above. Anti-Dilution Provisions. Our board of directors may adjust the purchase price of the Series C Preferred Shares, the number of Series C Preferred Sharesissuable and the number of outstanding Rights to prevent dilution that may occur from a stock dividend, a stock split, or a reclassification of the Series CPreferred Shares or common shares. No adjustments to the Series C Exercise Price of less than 1% will be made. Amendments. The terms of the Rights and the Rights Agreement may be amended in any respect without the consent of the holders of the Rights on or prior tothe Distribution Date. Thereafter, the terms of the Rights and the Rights Agreement may be amended without the consent of the holders of Rights, with certainexceptions, in order to (i) cure any ambiguities; (ii) correct or supplement any provision contained in the Rights Agreement that may be defective orinconsistent with any other provision therein; (iii) shorten or lengthen any time period pursuant to the Rights Agreement; or (iv) make changes that do notadversely affect the interests of holders of the Rights (other than an Acquiring Person or an affiliate or associate of an Acquiring Person). Taxes. The distribution of Rights should not be taxable for U.S. federal income tax purposes. However, following an event that renders the Rights exercisableor upon redemption of the Rights, shareholders may recognize taxable income. TRANSFER AGENT AND REGISTRAR Computershare, Inc. is the transfer agent and registrar for our common shares. 16 MARSHALL ISLANDS COMPANY CONSIDERATIONS Our corporate affairs are governed by our articles of incorporation and bylaws and by the BCA. The provisions of the BCA resemble provisions of thecorporation laws of a number of states in the United States. While the BCA also provides that, for non-resident entities like us, it is to be interpreted accordingto the laws of the State of Delaware and other states with substantially similar legislative provisions, there have been few, court cases interpreting the BCA inthe Republic of the Marshall Islands and we cannot predict whether Marshall Islands courts would reach the same conclusions as courts in the United States.Thus, you may have more difficulty in protecting your interests in the face of actions by the management, directors or controlling shareholders than wouldshareholders of a corporation incorporated in a United States jurisdiction which has developed a substantial body of case law. The following table provides acomparison between the statutory provisions of the BCA and the Delaware General Corporation Law relating to shareholders’ rights. Marshall IslandsDelawareShareholder Meetings Held at a time and place as designated in the bylaws.May be held at such time or place as designated in the certificate ofincorporation or the bylaws, or if not so designated, as determined by theboard of directors.Special meetings of the shareholders may be called by the board of directorsor by such person or persons as may be authorized by the articles ofincorporation or by the bylaws.Special meetings of the shareholders may be called by the board of directorsor by such person or persons as may be authorized by the certificate ofincorporation or by the bylaws. Marshall IslandsDelawareMay be held within or without the Marshall Islands.May be held within or without Delaware.Notice: Whenever shareholders are required to take any action at a meeting, writtennotice of the meeting shall be given which shall state the place, date andhour of the meeting and, unless it is an annual meeting, indicate that it isbeing issued by or at the direction of the person calling the meeting. A copy of the notice of any meeting shall be given personally or sent bymail or electronically not less than 15 nor more than 60 days before themeeting. If sent by electronic transmission, notice given shall be deemedgiven when directed to a number or electronic mail address at which theshareholder has consented to receive notice.Notice: Whenever shareholders are required to take any action at a meeting, awritten notice of the meeting shall be given which shall state the place, ifany, date and hour of the meeting, and the means of remote communication,if any. Written notice shall be given not less than 10 nor more than 60 days beforethe meeting.Shareholders’ Voting Rights Unless otherwise provided in the articles of incorporation, any actionrequired by the BCA to be taken at a meeting of shareholders may be takenwithout a meeting if a consent or consents in writing, setting forth the actionso taken, shall be signed by all the shareholders entitled to vote with respectto the subject matter thereof, or if the articles of incorporation so provide, bythe holders of outstanding shares having not less than the minimum numberof votes that would be necessary to authorize or take such action at ameeting at which all shares entitled to vote thereon were present and voted.Any action required to be taken at a meeting of shareholders may be takenwithout a meeting if a consent for such action is in writing and is signed byshareholders having not less than the minimum number of votes that wouldbe necessary to authorize or take such action at a meeting at which all sharesentitled to vote thereon were present and voted.Any shareholder authorized to vote may authorize another person to act forhim by proxy.Any person authorized to vote may authorize another person or persons toact for him by proxy.Unless otherwise provided in the articles of incorporation or the bylaws, amajority of shares entitled to vote constitutes a quorum. In no event shall aquorum consist of fewer than one-third of the shares entitled to vote at ameeting.For stock corporations, the certificate of incorporation or bylaws mayspecify the number of shares required to constitute a quorum but in no eventshall a quorum consist of less than one-third of shares entitled to vote at ameeting. In the absence of such specifications, a majority of shares entitledto vote shall constitute a quorum.When a quorum is once present to organize a meeting, it is not broken by thesubsequent withdrawal of any shareholders.When a quorum is once present to organize a meeting, it is not broken bythe subsequent withdrawal of any shareholders.The articles of incorporation may provide for cumulative voting in theelection of directors.The certificate of incorporation may provide for cumulative voting in theelection of directors. 17 Merger or Consolidation Marshall IslandsDelawareAny two or more domestic corporations may merge into a single corporationif approved by the boards of the participating corporations and if authorizedby a majority vote of the holders of outstanding shares at a shareholdermeeting of each constituent corporation.Any two or more corporations existing under the laws of the state maymerge into a single corporation pursuant to a board resolution and upon themajority vote by shareholders of each constituent corporation at an annualor special meeting.Any sale, lease, exchange or other disposition of all or substantially all theassets of a corporation, if not made in the corporation’s usual or regularcourse of business, once approved by the board, shall be authorized by theaffirmative vote of two-thirds of the shares of those entitled to vote at ashareholder meeting.Every corporation may at any meeting of the board sell, lease or exchangeall or substantially all of its property and assets as its board deems expedientand for the best interests of the corporation when so authorized by aresolution adopted by the holders of a majority of the outstanding stock ofthe corporation entitled to vote.Any domestic corporation owning at least 90% of the outstanding shares ofeach class of another domestic corporation may merge such othercorporation into itself without the authorization of the shareholders of anycorporation.Any corporation owning at least 90% of the outstanding shares of each classof another corporation may merge the other corporation into itself andassume all of its obligations without the vote or consent of shareholders;however, in case the parent corporation is not the surviving corporation, theproposed merger shall be approved by a majority of the outstanding stock ofthe parent corporation entitled to vote at a duly called shareholder meeting.Any mortgage, pledge of or creation of a security interest in all or any partof the corporate property may be authorized without the vote or consent ofthe shareholders, unless otherwise provided for in the articles ofincorporation.Any mortgage or pledge of a corporation’s property and assets may beauthorized without the vote or consent of shareholders, except to the extentthat the certificate of incorporation otherwise provides.Directors The board of directors must consist of at least one member.The board of directors must consist of at least one member.The number of board members may be changed by an amendment to thebylaws, by the shareholders, or by action of the board under the specificprovisions of a bylaw.The number of board members shall be fixed by, or in a manner providedby, the bylaws, unless the certificate of incorporation fixes the number ofdirectors, in which case a change in the number shall be made only by anamendment to the certificate of incorporation.If the board is authorized to change the number of directors, it can only doso by a majority of the entire board and so long as no decrease in thenumber shall shorten the term of any incumbent director.If the number of directors is fixed by the certificate of incorporation, achange in the number shall be made only by an amendment of thecertificate. 18 Marshall IslandsDelawareRemoval:Removal:Any or all of the directors may be removed for cause by vote of theshareholders. The articles of incorporation or the specific provisions of abylaw may provide for such removal by action of the board, except in thecase of any director elected by cumulative voting, or by the holders of theshares of any class or series when so entitled by the provisions of the articlesof incorporation.Any or all of the directors may be removed, with or without cause, by theholders of a majority of the shares entitled to vote unless the certificate ofincorporation otherwise provides.If the articles of incorporation or the bylaws so provide, any or all of thedirectors may be removed without cause by vote of the shareholders.In the case of a classified board, shareholders may effect removal of any orall directors only for cause.Dissenters’ Rights of Appraisal Shareholders have a right to dissent from certain plans of merger orconsolidation or certain sales or exchanges of all or substantially all assetsnot made in the usual and regular course of business, and receive paymentof the fair value of their shares. However, the right of a dissentingshareholder under the BCA to receive payment of the fair value of his sharesis not available for the shares of any class or series of stock, which shares ordepository receipts in respect thereof, at the record date fixed to determinethe shareholders entitled to receive notice of and vote at the meeting ofshareholders to act upon the agreement of merger or consolidation or anysale or exchange of all or substantially all of the property and assets of thecorporation not made in the usual course of its business, were either(i) listed on a securities exchange or admitted for trading on an interdealerquotation system or (ii) held of record by more than 2,000 holders. The rightof a dissenting shareholder to receive payment of the fair value of his or hershares shall not be available for any shares of stock of the constituentcorporation surviving a merger if the merger did not require for its approvalthe vote of the shareholders of the surviving corporation. Appraisal rights shall be available for the shares of any class or series ofstock of a corporation in a merger or consolidation, subject to limitedexceptions, such as a merger or consolidation of corporations listed on anational securities exchange in which listed stock is offered forconsideration is (i) listed on a national securities exchange or (ii) held ofrecord by more than 2,000 holders.A holder of any adversely affected shares who does not vote on or consentin writing to an amendment to the articles of incorporation has the right todissent and to receive payment for such shares if the amendment: • alters or abolishes any preferential right of any outstanding shares havingpreferences; or • creates, alters, or abolishes any provision or right in respect to theredemption of any outstanding shares; or • alters or abolishes any preemptive right of such holder to acquire sharesor other securities; or • excludes or limits the right of such holder to vote on any matter, except assuch right may be limited by the voting rights given to new shares thenbeing authorized of any existing or new class. Shareholder’s Derivative Actions An action may be brought in the right of a corporation to procure ajudgment in its favor, by a holder of shares or of voting trust certificates orof a beneficial interest in such shares or certificates. It shall be made toappear that the plaintiff is such a holder at the time of bringing the actionand that he was such a holder at the time of the transaction of which hecomplains, or that his shares or his interest therein devolved upon him byoperation of law. In any derivative suit instituted by a shareholder of a corporation, it shall beaverred in the complaint that the plaintiff was a shareholder of thecorporation at the time of the transaction of which he complains or that suchshareholder’s stock thereafter devolved upon such shareholder by operationof law.A complaint shall set forth with particularity the efforts of the plaintiff tosecure the initiation of such action by the board or the reasons for notmaking such effort. Such action shall not be discontinued, compromised orsettled, without the approval of the High Court of the Republic of theMarshall Islands. Other requirements regarding derivative suits have been created by judicialdecision, including that a shareholder may not bring a derivative suit unlesshe or she first demands that the corporation sue on its own behalf and thatdemand is refused (unless it is shown that such demand would have beenfutile). Reasonable expenses including attorney’s fees may be awarded if the action is successful. A corporation may require a plaintiff bringing a derivative suit to givesecurity for reasonable expenses if the plaintiff owns less than 5% of anyclass of stock and the shares have a value of $50,000 or less. Exhibit 2.4 GLOBUS MARITIME LIMITED 2024 EQUITY INCENTIVE PLAN ADOPTED ON March 13, 2024 ARTICLE I.General 1.1.Purpose The Globus Maritime Limited 2024 Equity Incentive Plan (the “Plan”) is designed to provide certain Key Persons (as defined below), whose initiativeand efforts are deemed to be important to the successful conduct of the business of Globus Maritime Limited (the “Company”), with incentives to (a) enter intoand remain in the service of the Company or its Subsidiaries or Affiliates (as defined below), (b) acquire a proprietary interest in the success of the Company,(c) maximize their performance and (d) enhance the long-term performance of the Company. 1.2.Administration (a) Administration. The Plan shall be administered by the Remuneration Committee of the Company’s Board of Directors (the “Board”) or suchother committee of the Board as may be designated by the Board to administer the Plan, or by the Board, where the Board is acting as the RemunerationCommittee or performing the functions of the Remuneration Committee (the “Administrator”); provided that (i) in the event the Company is subject to Section16 of the U.S. Securities Exchange Act of 1934, as amended (the “1934 Act”), the Administrator shall be composed of two or more directors, each of whom isa “Non-Employee Director” (a “Non-Employee Director”) under Rule 16b-3 (as promulgated and interpreted by the Securities and Exchange Commission (the“SEC”) under the 1934 Act, or any successor rule or regulation thereto as in effect from time to time (“Rule 16b-3”)), and (ii) the Administrator shall becomposed solely of two or more directors who are “independent directors” under the rules of any stock exchange on which the Company’s Common Stock (asdefined below) is traded; provided further, however, that, (A) the requirement in the preceding clause (i) shall apply only when required to exempt an Awardintended to qualify for an exemption under the applicable provisions referenced therein, (B) the requirement in the preceding clause (ii) shall apply only whenrequired pursuant to the applicable rules of the applicable stock exchange and (C) if at any time the Administrator is not so composed as required by thepreceding provisions of this sentence, that fact will not invalidate any grant made, or action taken, by the Administrator hereunder that otherwise satisfies theterms of the Plan. Subject to the terms of the Plan, applicable law and the applicable rules and regulations of any stock exchange on which the Common Stockis listed for trading, and in addition to other express powers and authorizations conferred on the Administrator by the Plan, the Administrator shall have thefull power and authority to: (1) designate the Persons (as defined below) to receive Awards (as defined below) under the Plan; (2) determine the types ofAwards granted to a participant under the Plan; (3) determine the number of shares to be covered by, or with respect to which payments, rights or other mattersare to be calculated with respect to, Awards; (4) determine the terms and conditions of any Awards; (5) determine whether, and to what extent, and under whatcircumstances, Awards may be settled or exercised in cash, shares, other securities, other Awards or other property, or cancelled, forfeited or suspended, andthe methods by which Awards may be settled, exercised, cancelled, forfeited or suspended; (6) determine whether, to what extent, and under whatcircumstances cash, shares, other securities, other Awards, other property and other amounts payable with respect to an Award shall be deferred, eitherautomatically or at the election of the holder thereof or the Administrator; (7) construe, interpret and implement the Plan and any Award Agreement (asdefined below); (8) prescribe, amend, rescind or waive rules and regulations relating to the Plan, including rules governing its operation, and appoint suchagents as it shall deem appropriate for the proper administration of the Plan; (9) correct any defect, supply any omission and reconcile any inconsistency in thePlan or any Award Agreement; and (10) make any other determination and take any other action that the Administrator deems necessary or desirable for theadministration of the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or withrespect to the Plan or any Award shall be within the sole discretion of the Administrator, may be made at any time and shall be final, conclusive and bindingupon all Persons. 1 (b) General Right of Delegation. Except to the extent prohibited by applicable law, the applicable rules of a stock exchange or any charter, bylawsor other agreement governing the Administrator, the Administrator may delegate all or any part of its responsibilities to any Person or Persons selected by it;provided, however, that in no event shall an officer of the Company be delegated the authority to grant Awards to, or amend Awards held by, the followingindividuals: (i) individuals who are subject to Section 16 of the 1934 Act, or (ii) officers of the Company to whom authority to grant or amend Awards hasbeen delegated hereunder or directors of the Company; provided, further, that any delegation of administrative authority shall only be permitted to the extent itis permissible under applicable securities laws (including, without limitation, Rule 16b-3, to the extent applicable) and the rules of any applicable stockexchange. Any delegation hereunder shall be subject to the restrictions and limits that the Administrator specifies at the time of such delegation, and theAdministrator may at any time rescind the authority so delegated or appoint a new delegatee. At all times, the delegatee appointed under this Section 1.2(b)shall serve in such capacity at the pleasure of the Administrator.(c) Indemnification. No member of the Board, the Administrator or any officer or employee of the Company or any Subsidiary or an Affiliate orany of their agents (each such Person, a "Covered Person") shall be liable for any action taken or omitted to be taken or any determination made in good faithwith respect to the Plan or any Award hereunder. Each Covered Person shall be indemnified and held harmless by the Company against and from (i) any loss,cost, liability or expense (including attorneys' fees) that may be imposed upon or incurred by such Covered Person in connection with or resulting from anyaction, suit or proceeding to which such Covered Person may be a party or in which such Covered Person may be involved by reason of any action taken oromitted to be taken under the Plan or any Award Agreement and (ii) any and all amounts paid by such Covered Person, with the Company's approval, insettlement thereof, or paid by such Covered Person in satisfaction of any judgment in any such action, suit or proceeding against such Covered Person;provided that the Company shall have the right, at its own expense, to assume and defend any such action, suit or proceeding and, once the Company givesnotice of its intent to assume the defense, the Company shall have sole control over such defense with counsel of the Company's choice. The foregoing rightof indemnification shall not be available to a Covered Person to the extent that a court of competent jurisdiction in a final judgment or other final adjudication,in either case not subject to further appeal, determines that the acts or omissions of such Covered Person giving rise to the indemnification claim resulted fromsuch Covered Person's bad faith, fraud or willful criminal act or omission or that such right of indemnification is otherwise prohibited by law or by theCompany's articles of incorporation or bylaws (in each case, as amended and/or restated). The foregoing right of indemnification shall not be exclusive of anyother rights of indemnification to which Covered Persons may be entitled under the Company's articles of incorporation or bylaws (in each case, as amendedand/or restated), as a matter of law, or otherwise, or any other power that the Company may have to indemnify such Persons or hold them harmless.(d) Delegation of Authority to Senior Officers. The Administrator may, in accordance with and subject to the terms of Section 1.2(b), delegate, onsuch terms and conditions as it determines, to one or more senior officers of the Company the authority to make grants of Awards to employees of theCompany and its Subsidiaries (as defined below) (including any such prospective employee) and consultants and service providers to (including Persons whoare employed by or provide services to any entity that is itself a consultant or service provider to) the Company and its Subsidiaries.(e) Award Grants. Notwithstanding anything to the contrary contained herein, the Board may, in its sole discretion, at any time and from time totime, grant Awards to Non-Employee Directors or administer the Plan with respect to such Awards, in which event the Board shall have all the authority andresponsibility granted to the Administrator herein with respect to such Awards. In determining Awards to be granted under the Plan, the Administrator shalltake into account such factors as it deems advisable, which may include taking into account the Company’s performance, the Award recipient’s performance,and/or the satisfaction of any performance goals or targets as may established from time to time.(f) Grants to Directors. Notwithstanding anything to the contrary contained herein, for so long as prohibited by the Marshall Islands BusinessCorporations Act, no committee of the Board shall grant Awards to directors of the Company for serving on the Board or any committee thereto. In such acase, the determination of any Awards to directors of the Company for serving on the Board or any committee thereto shall be made by the Board (and not anycommittee thereof) and the Board may, in its sole discretion, at any time and from time to time, grant such Awards.2 1.3.Persons Eligible for AwardsThe Persons eligible to receive Awards under the Plan are those directors, officers and employees (including any prospective officer or employee) ofthe Company and its Subsidiaries and Affiliates and consultants and service providers (including persons who are employed by or provide services to anyentity that is itself such a consultant or service provider) to the Company and its Subsidiaries and Affiliates (collectively, “Key Persons”) as the Administratorshall select. 1.4.Types of AwardsAwards may be made under the Plan in the form of (a) “incentive stock options” that are intended to qualify for special U.S. federal income taxtreatment pursuant to Sections 421 and 422 of the Code (as defined below), as may be amended from time to time, or pursuant to a successor provision of theCode, and which is so designated in the applicable Award Agreement, (b) non-qualified stock options (i.e., any stock options granted under the Plan that arenot “incentive stock options”), (c) stock appreciation rights, (d) restricted stock, (e) restricted stock units, (f) unrestricted stock, (g) other equity-based orequity-related awards and (h) dividend equivalents, all as more fully set forth in the Plan. The term “Award” means any of the foregoing that are granted underthe Plan. No incentive stock option (other than an incentive stock option that may be assumed or issued by the Company in connection with a transaction towhich Section 424(a) of the Code applies) may be granted under the Plan to a Person who is not eligible to receive an incentive stock option under the Code. 1.5.Shares Available for Awards; Adjustments for Changes in Capitalization (a) Maximum Number. Subject to adjustment as provided in Section 1.5(c), the maximum aggregate number of shares of common stock of theCompany, par value $0.004 (“Common Stock”), with respect to which Awards may at any time be granted under the Plan shall be 2,000,000. The followingshares of Common Stock shall again become available for Awards under the Plan: (i) any shares that are subject to an Award under the Plan and that remainunissued upon the cancellation or termination of such Award for any reason whatsoever; (ii) any shares of restricted stock forfeited pursuant to the Plan or theapplicable Award Agreement; provided that any dividend equivalent rights with respect to such shares that have not theretofore been directly remitted to thegrantee are also forfeited; and (iii) any shares in respect of which an Award is settled for cash without the delivery of shares to the grantee. Any sharestendered or withheld to satisfy the grant or exercise price or tax withholding obligation pursuant to any Award shall again become available to be deliveredpursuant to Awards under the Plan.(b) Source of Shares. Shares issued pursuant to the Plan may be authorized but unissued Common Stock or treasury shares. The Administratormay direct that any stock certificate evidencing shares issued pursuant to the Plan shall bear a legend setting forth such restrictions on transferability as mayapply to such shares.(c) Adjustments. (i) In the event that any dividend or other distribution (whether in the form of cash, Company shares, other securities or otherproperty), stock split, reverse stock split, reorganization, merger, consolidation, split-up, combination, repurchase or exchange of Company shares or othersecurities of the Company, issuance of warrants or other rights to purchase Company shares or other securities of the Company, or other similar corporatetransaction or event, other than an Equity Restructuring (as defined below), affects the Company shares such that an adjustment is determined by theAdministrator to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan orwith respect to an Award, then the Administrator shall, in such manner as it may deem equitable, adjust any or all of the number of shares or other securities ofthe Company (or number and kind of other securities or property) with respect to which Awards may be granted under the Plan.3 (ii) The Administrator is authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards inrecognition of unusual or nonrecurring events (including the events described in Section 1.5(c)(i) or the occurrence of a Change in Control (as defined below),other than an Equity Restructuring) affecting the Company, any Affiliate, or the financial statements of the Company or any Affiliate, or of changes inapplicable rules, rulings, regulations or other requirements of any governmental body or securities exchange, accounting principles or law, whenever theAdministrator determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to bemade available under the Plan or with respect to an Award, including providing for (A) adjustment to (1) the number of shares or other securities of theCompany (or number and kind of other securities or property) subject to outstanding Awards or to which outstanding Awards relate and (2) the Exercise Price(as defined below) with respect to any Award and (B) a substitution or assumption of Awards, accelerating the exercisability or vesting of, or lapse ofrestrictions on, Awards, or accelerating the termination of Awards by providing for a period of time for exercise prior to the occurrence of such event, or, ifdeemed appropriate or desirable, providing for a cash payment to the holder of an outstanding Award in consideration for the cancellation of such Award (itbeing understood that, in such event, any option or stock appreciation right having a per share Exercise Price equal to, or in excess of, the Fair Market Value(as defined below) of a share subject to such option or stock appreciation right may be cancelled and terminated without any payment or considerationtherefor); provided, however, that with respect to options and stock appreciation rights, unless otherwise determined by the Administrator, such adjustmentshall be made in accordance with the provisions of Section 424(h) of the Code.(iii) In the event of (A) a dissolution or liquidation of the Company, (B) a sale of all or substantially all the Company’s assets or (C) amerger, reorganization or consolidation involving the Company or one of its Subsidiaries (as defined below), the Administrator shall have the power to:(1) provide that outstanding options, stock appreciation rights and/or restricted stock units (including any related dividend equivalent right)shall either continue in effect, be assumed or an equivalent award shall be substituted therefor by the successor entity or a parent entity or subsidiary entity;(2) cancel, effective immediately prior to the occurrence of such event, options, stock appreciation rights and/or restricted stock units(including each dividend equivalent right related thereto) and/or other Awards granted under the Plan outstanding immediately prior to such event (whether ornot then exercisable) and, in full consideration of such cancellation, pay to the holder of such Award a cash payment in an amount equal to the excess, if any,of the Fair Market Value (as of a date specified by the Administrator) of the shares subject to such Award (or the value of such Award, as determined by theAdministrator, if not based on the Fair Market Value of shares) over the aggregate Exercise Price of such Award (or the grant price of such Award, if any, ifapplicable) (it being understood that, in such event, any option or stock appreciation right having a per share Exercise Price equal to, or in excess of, the FairMarket Value of a share subject to such option or stock appreciation right may be cancelled and terminated without any payment or consideration therefor); or(3) notify the holder of an option or stock appreciation right in writing or electronically that each option and stock appreciation right shall befully vested and exercisable for a period of 30 days from the date of such notice, or such shorter period as the Administrator may determine to be reasonable,and the option or stock appreciation right shall terminate upon the expiration of such period (which period shall expire no later than immediately prior to theconsummation of the corporate transaction).(iv) In connection with the occurrence of any Equity Restructuring, and notwithstanding anything to the contrary in this Section1.5(c):4 (A) The number and type of securities or other property subject to each outstanding Award and the Exercise Price or grant pricethereof, if applicable, shall be equitably adjusted; and(B) The Administrator shall make such equitable adjustments, if any, as the Administrator may deem appropriate to reflect suchEquity Restructuring with respect to the aggregate number and kind of shares that may be issued under the Plan (including, but not limited to, adjustment ofthe limitation set forth in Section 1.5(a)). The adjustments provided under this Section 1.5(c)(iv) shall be nondiscretionary and shall be final and binding onthe affected participant and the Company.(d) Individual Limit. Except for the limits set forth in this Section 1.5, no provision of this Plan shall be deemed to limit the number or value ofshares of Common Stock with respect to which the Administrator may make Awards to any Key Person. 1.6.Definitions of Certain Terms (a) “Affiliate” shall mean (i) any entity that, directly or indirectly, is controlled by, controls or is under common control with, the Company and (ii)any entity in which the Company has a significant equity interest, in either case as determined by the Administrator. (b) Unless otherwise specifically set forth in the applicable Award Agreement, in connection with a termination of employment orconsultancy/service relationship or a dismissal from Board membership, for purposes of the Plan, the term “for Cause” shall be defined as follows:(i) if there is an employment, severance, consulting, service, change in control or other agreement governing the relationship between thegrantee, on the one hand, and the Company or any Subsidiary or an Affiliate, on the other hand, that contains a definition of “cause” (or similar phrase), forpurposes of the Plan, the term “for Cause” shall mean those acts or omissions that would constitute “cause” under such agreement; or(ii) if the preceding clause (i) is not applicable to the grantee, for purposes of the Plan, the term "for Cause" shall mean any of thefollowing:(A) any failure by the grantee substantially to perform the grantee’s employment or consulting/service or Board membership duties;(B) any excessive unauthorized absenteeism by the grantee;(C) any refusal by the grantee to obey the lawful orders of the Board or any other Person to whom the grantee reports; (D) any act or omission by the grantee that is or may be injurious to the Company or any Subsidiary or Affiliate, whether monetarily, reputationallyor otherwise;(E) any act by the grantee that is inconsistent with the best interests of the Company or any Subsidiary or Affiliate; (F) the grantee’s gross negligence that is injurious to the Company or any Subsidiary or Affiliate, whether monetarily, reputationally or otherwise;(G) the grantee’s material violation of any of the policies of the Company or any Subsidiary or Affiliate, as applicable, including, without limitation,those policies relating to discrimination or sexual harassment; 5 (H) the grantee’s material breach of his or her employment or service contract with the Company or any Subsidiary or Affiliate; (I) the grantee’s unauthorized (1) removal from the premises of the Company or any Subsidiary or Affiliate of any document (in any medium orform) relating to the Company or any Subsidiary or Affiliate or the customers or clients of the Company or any Subsidiary or Affiliate or (2) disclosure to anyPerson of any of the Company’s, or any Subsidiary’s or Affiliate’s, confidential or proprietary information;(J) the grantee’s being convicted of, or entering a plea of guilty or nolo contendere to, any crime that constitutes a felony or involves moralturpitude; and(K) the grantee’s commission of any act involving dishonesty or fraud.Any rights the Company or any Subsidiary or Affiliate may have under the Plan in respect of the events giving rise to a termination of employment orconsultancy/service relationship “for Cause” shall be in addition to any other rights the Company or any Subsidiary or Affiliate may have under any otheragreement with a grantee or at law or in equity. Any determination of whether a grantee’s employment, consultancy/service relationship or Board membershipis (or is deemed to have been) terminated “for Cause” shall be made by the Administrator. If, subsequent to a grantee’s voluntary termination of employmentor consultancy/service relationship or voluntarily resignation from the Board or involuntary termination of employment or consultancy/service relationshipwithout Cause or removal from the Board other than “for Cause”, it is discovered that the grantee’s employment or consultancy/service relationship or Boardmembership could have been terminated “for Cause”, the Administrator may deem such grantee’s employment or consultancy/service relationship or Boardmembership to have been terminated “for Cause” upon such discovery and determination by the Administrator.(c) “Code” shall mean the Internal Revenue Code of 1986, as amended.(d) Unless otherwise specifically set forth in the applicable Award Agreement, “Disability” shall mean the grantee’s being unable to engage in anysubstantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected tolast for a continuous period of not less than 12 months, or the grantee’s, by reason of any medically determinable physical or mental impairment that can beexpected to result in death or can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period ofnot less than three months under an accident and health plan covering employees of the grantee’s employer. The existence of a Disability shall be determinedby the Administrator.(e) “Equity Restructuring” shall mean a non-reciprocal transaction between the Company and its shareholders, such as a stock dividend, stock split,spin-off, rights offering or recapitalization through a large, nonrecurring cash dividend, that affects the shares of Common Stock (or other securities of theCompany) or the share price thereof and causes a change in the per share value of the shares underlying outstanding Awards.(f) “Exercise Price” shall mean (i) in the case of options, the price specified in the applicable Award Agreement as the price-per-share at whichsuch share can be purchased pursuant to the option or (ii) in the case of stock appreciation rights, the price specified in the applicable Award Agreement as thereference price-per-share used to calculate the amount payable to the grantee.(g) The “Fair Market Value” of a share of Common Stock on any day shall be the closing price on the Nasdaq Stock Exchange, or such otherprimary stock exchange upon which such shares are then listed, as reported for such day in The Wall Street Journal (or, if not reported in The Wall StreetJournal, such other reliable source as the Administrator may determine), or, if no such price is reported for such day, the average of the high bid and low askedprice of Common Stock as reported for such day. If no quotation is made for the applicable day, the Fair Market Value of a share of Common Stock on suchday shall be determined in the manner set forth in the preceding sentence for the next preceding trading day. Notwithstanding the foregoing, if there is noreported closing price or high bid/low asked price that satisfies the preceding sentences, or if otherwise deemed necessary or appropriate by the Administrator,the Fair Market Value of a share of Common Stock on any day shall be determined by such methods and procedures as shall be established from time to timeby the Administrator. The “Fair Market Value” of any property other than Common Stock shall be the fair market value of such property determined by suchmethods and procedures as shall be established from time to time by the Administrator.6 (h) "Person" shall mean any individual, firm, corporation, partnership, limited liability company, trust, incorporated or unincorporated association,joint venture, joint stock company, governmental body or other entity of any kind.(i) “Repricing” shall mean (i) lowering the Exercise Price of an option or a stock appreciation right after it has been granted, (ii) the cancellation ofan option or a stock appreciation right in exchange for cash or another Award when the Exercise Price exceeds the Fair Market Value of the underlying sharessubject to the Award and (iii) any other action with respect to an option or a stock appreciation right that is treated as a repricing under (A) generally acceptedaccounting principles or (B) any applicable stock exchange rules.(j) Unless otherwise set forth in the applicable Award Agreement, “Retirement” shall mean a grantee’s resignation of employment orconsultancy/service relationship or dismissal from the Board, with the Company’s or its applicable Subsidiary’s or Affiliate’s prior consent, on or after (i) hisor her 65th birthday, (ii) the date on which he or she has attained age 60 and completed at least five years of service with the Company or one or more of itsSubsidiaries or Affiliates (using any method of calculation the Administrator deems appropriate) or (iii) if approved by the Administrator, on or after his or herhaving completed at least 20 years of service with the Company or one or more of its Subsidiaries or Affiliates (using any method of calculation theAdministrator deems appropriate).(k) “Subsidiary” shall mean any entity in which the Company, directly or indirectly, has a 50% or more equity interest. ARTICLE II.Awards Under The Plan 2.1.Agreements Evidencing AwardsEach Award granted under the Plan shall be evidenced by a written certificate (“Award Agreement”), which shall contain such provisions as theAdministrator may deem necessary or desirable and which may, but need not, require execution or acknowledgment by a grantee. The Award shall be subjectto all of the terms and provisions of the Plan and the applicable Award Agreement. 2.2.Grant of Stock Options and Stock Appreciation Rights (a) Stock Option Grants. The Administrator may grant non-qualified stock options and/or incentive stock options (collectively, “options”) topurchase shares of Common Stock from the Company to such Key Persons, and in such amounts and subject to such vesting and forfeiture provisions andother terms and conditions, as the Administrator shall determine, subject to the provisions of the Plan. Except to the extent otherwise specifically provided inthe applicable Award Agreement, no option will be treated as an “incentive stock option” for purposes of the Code. Incentive stock options may be granted toemployees of the Company and any “parent corporation” or “subsidiary corporation” (as such terms are defined in Section 424 of the Code) of the Company. In the case of incentive stock options, the terms and conditions of such Awards shall be subject to such applicable rules as may be prescribed by Sections 421,422 and 424 of the Code and any regulations related thereto, as may be amended from time to time. If an option is intended to be an incentive stock option,and if for any reason such option (or any portion thereof) shall not qualify as an incentive stock option for purposes of Section 422 of the Code, then, to theextent of such non-qualification, such option (or portion thereof) shall be regarded as a non-qualified stock option appropriately granted under the Plan;provided that such option (or portion thereof) otherwise complies with the Plan’s requirements relating to option Awards. It shall be the intent of theAdministrator to not grant an Award in the form of stock options to any Key Person who is then subject to the requirements of Section 409A of the Code withrespect to such Award if the Common Stock (as defined below) underlying such Award does not then qualify as “service recipient stock” for purposes ofSection 409A. Furthermore, it shall be the intent of the Administrator, in granting options to Key Persons who are subject to Section 409A and/or 457A of theCode, to structure such options so as to comply with the requirements of Section 409A and/or 457A of the Code, as applicable.7 (b) Stock Appreciation Right Grants; Types of Stock Appreciation Rights. The Administrator may grant stock appreciation rights to such KeyPersons, and in such amounts and subject to such vesting and forfeiture provisions and other terms and conditions, as the Administrator shall determine,subject to the provisions of the Plan. The terms of a stock appreciation right may provide that it shall be automatically exercised for a payment upon thehappening of a specified event that is outside the control of the grantee and that it shall not be otherwise exercisable. Stock appreciation rights may be grantedin connection with all or any part of, or independently of, any option granted under the Plan. It shall be the intent of the Administrator to not grant an Awardin the form of stock appreciation rights to any Key Person (i) who is then subject to the requirements of Section 409A of the Code with respect to such Awardif the Common Stock underlying such Award does not then qualify as “service recipient stock” for purposes of Section 409A or (ii) if such Award would createadverse tax consequences for such Key Person under Section 457A of the Code. Furthermore, it shall be the intent of the Administrator, in granting stockappreciation rights to Key Persons who are subject to Section 409A and/or Section 457A of the Code, to structure such stock appreciation rights so as tocomply with the requirements of Section 409A and/or Section 457A of the Code, to the extent applicable.(c) Nature of Stock Appreciation Rights. The grantee of a stock appreciation right shall have the right, subject to the terms of the Plan and theapplicable Award Agreement, to receive from the Company an amount equal to (i) the excess of the Fair Market Value of a share of Common Stock on the dateof exercise of the stock appreciation right over the Exercise Price of the stock appreciation right, multiplied by (ii) the number of shares with respect to whichthe stock appreciation right is exercised. Each Award Agreement with respect to a stock appreciation right shall set forth the Exercise Price of such Awardand, unless otherwise specifically provided in the Award Agreement, the Exercise Price of a stock appreciation right shall equal the Fair Market Value of ashare of Common Stock on the date of grant; provided that in no event may such Exercise Price be less than the greater of (A) the Fair Market Value of a shareof Common Stock on the date of grant and (B) the par value of a share of Common Stock. Payment upon exercise of a stock appreciation right shall be in cashor in shares of Common Stock (valued at their Fair Market Value on the date of exercise of the stock appreciation right) or any combination of both, all as theAdministrator shall determine. Repricing of stock appreciation rights granted under the Plan shall not be permitted (1) to the extent such action could causeadverse tax consequences to the grantee under Sections 409A or 457A of the Code or (2) without prior shareholder approval, to the extent such approval wouldbe required to be obtained by the Company pursuant to the applicable rules of any applicable stock exchange on which the Common Stock is then listed, andany action that would be deemed to result in a Repricing of a stock appreciation right shall be deemed null and void if it would cause such adverse taxconsequences or if any requisite shareholder approval related thereto is not obtained prior to the effective time of such action. Upon the exercise of a stockappreciation right granted in connection with an option, the number of shares subject to the option shall be reduced by the number of shares with respect towhich the stock appreciation right is exercised. Upon the exercise of an option in connection with which a stock appreciation right has been granted, thenumber of shares subject to the stock appreciation right shall be reduced by the number of shares with respect to which the option is exercised.(d) Option Exercise Price. Each Award Agreement with respect to an option shall set forth the Exercise Price of such Award and, unless otherwisespecifically provided in the Award Agreement, the Exercise Price of an option shall equal the Fair Market Value of a share of Common Stock on the date ofgrant; provided that in no event may such Exercise Price be less than the greater of (i) the Fair Market Value of a share of Common Stock on the date of grantand (ii) the par value of a share of Common Stock. Repricing of options granted under the Plan shall not be permitted (1) to the extent such action could causeadverse tax consequences to the grantee under Sections 409A or 457A of the Code or (2) without prior shareholder approval, to the extent such approval wouldbe required to be obtained by the Company pursuant to the applicable rules of any applicable stock exchange on which the Common Stock is then listed, andany action that would be deemed to result in a Repricing of an option shall be deemed null and void if it would cause such adverse tax consequences or if anyrequisite shareholder approval related thereto is not obtained prior to the effective time of such action.8 2.3.Exercise of Options and Stock Appreciation Rights Subject to the other provisions of this Article II and the Plan, each option and stock appreciation right granted under the Plan shall be exercisable as follows:(a) Timing and Extent of Exercise. Options and stock appreciation rights shall be exercisable at such times and under such conditions as determinedby the Administrator and set forth in the corresponding Award Agreement, but in no event shall any portion of such Award be exercisable subsequent to thetenth anniversary of the date on which such Award was granted. Unless the applicable Award Agreement otherwise specifically provides, an option or stockappreciation right may be exercised from time to time as to all or part of the shares as to which such Award is then exercisable.(b) Notice of Exercise. An option or stock appreciation right shall be exercised by the filing of a written notice with the Company or theCompany’s designated exchange agent (the “Exchange Agent”), on such form and in such manner as the Administrator shall prescribe.(c) Payment of Exercise Price. Any written notice of exercise of an option shall be accompanied by payment for the shares being purchased. Suchpayment shall be made: (i) by certified or official bank check (or the equivalent thereof acceptable to the Company or its Exchange Agent) for the full optionExercise Price; (ii) with the consent of the Administrator, which consent shall be given or withheld in the sole discretion of the Administrator, by delivery ofshares of Common Stock having a Fair Market Value (determined as of the exercise date) equal to all or part of the option Exercise Price and a certified orofficial bank check (or the equivalent thereof acceptable to the Company or its Exchange Agent) for any remaining portion of the full option Exercise Price; or(iii) at the sole discretion of the Administrator and to the extent permitted by law, by such other provision, consistent with the terms of the Plan, as theAdministrator may from time to time prescribe (whether directly or indirectly through the Exchange Agent), or by any combination of the foregoing paymentmethods.(d) Delivery of Certificates Upon Exercise. Subject to Sections 3.2, 3.4 and 3.13, promptly after receiving payment of the full option ExercisePrice, or after receiving notice of the exercise of a stock appreciation right for which the Administrator determines payment will be made partly or entirely inshares, the Company or its Exchange Agent shall (i) deliver to the grantee, or to such other Person as may then have the right to exercise the Award, acertificate or certificates for the shares of Common Stock for which the Award has been exercised or, in the case of stock appreciation rights, for which theAdministrator determines will be made in shares or (ii) establish an account evidencing ownership of the stock in uncertificated form. If the method ofpayment employed upon an option exercise so requires, and if applicable law permits, an optionee may direct the Company or its Exchange Agent, as the casemay be, to deliver the stock certificate(s) to the optionee’s stockbroker.(e) No Shareholder Rights. No grantee of an option or stock appreciation right (or other Person having the right to exercise such Award) shall haveany of the rights of a shareholder of the Company with respect to shares subject to such Award until the issuance of a stock certificate to such Person for suchshares or an account in the name of the grantee evidences ownership of stock in uncertificated form. Except as otherwise provided in Section 1.5(c), noadjustment shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash, securities or other property) forwhich the record date is prior to the date such stock certificate is issued or the date an account evidencing ownership of the stock in uncertificated form notesreceipt of such stock. 9 2.4.Termination of Employment; Death Subsequent to a Termination of Employment (a) General Rule. Except to the extent otherwise provided in paragraphs (b), (c), (d), (e) or (f) of this Section 2.4 or Section 3.5(b)(iii), a granteewho incurs a termination of employment or consultancy/service relationship with the Company and its Subsidiaries and Affiliates or dismissal from the Boardmay exercise any outstanding option or stock appreciation right on the following terms and conditions: (i) exercise may be made only to the extent that thegrantee was entitled to exercise the Award on the date of termination of employment or consultancy/service relationship or dismissal from the Board, asapplicable; and (ii) exercise must occur within three months after termination of employment or consultancy/service relationship or dismissal from the Boardbut in no event after the original expiration date of the Award; it being understood that then outstanding options and stock appreciation rights shall not beaffected by a change of employment or consultancy/service relationship with the Company and its Subsidiaries and Affiliates so long as the grantee continuesto be a director, officer or employee of, or a consultant or service provider to (or a Person employed by or providing services to any entity that that is itself aconsultant or service provider to), the Company or any Subsidiary or Affiliate, and that reference to a termination of a service relationship includes a removalas a director or officer.(b) Dismissal “for Cause”. If a grantee incurs a termination of employment or consultancy/service relationship with the Company and itsSubsidiaries and Affiliates or dismissal from the Board in each case “for Cause”, all options and stock appreciation rights not theretofore exercised shallimmediately terminate upon the grantee’s termination of employment or consultancy/service relationship or dismissal from the Board.(c) Retirement. If a grantee incurs a termination of employment or consultancy/service relationship with the Company and its Subsidiaries andAffiliates or dismissal from the Board in each case as the result of his or her Retirement, then any outstanding option or stock appreciation right shall, to theextent exercisable at the time of such Retirement, remain exercisable for a period of three years after such Retirement; provided that in no event may suchoption or stock appreciation right be exercised following the original expiration date of the Award.(d) Disability. If a grantee incurs a termination of employment or consultancy/service relationship with the Company and its Subsidiaries andAffiliates or a dismissal from the Board in each case by reason of a Disability, then any outstanding option or stock appreciation right shall, to the extentexercisable at the time of such termination or dismissal, remain exercisable for a period of one year after such termination or dismissal; provided that in noevent may such option or stock appreciation right be exercised following the original expiration date of the Award.(e) Death.(i) Termination of Employment/Service as a Result of Grantee’s Death. If a grantee incurs a termination of employment orconsultancy/service relationship with the Company and its Subsidiaries and Affiliates or leaves the Board in each case as the result of his or her death, thenany outstanding option or stock appreciation right shall, to the extent exercisable at the time of such death, remain exercisable for a period of one year aftersuch death; provided that in no event may such option or stock appreciation right be exercised following the original expiration date of the Award.(ii) Restrictions on Exercise Following Death. Any such exercise of an Award following a grantee’s death shall be made only by thegrantee’s executor or administrator or other duly appointed representative reasonably acceptable to the Administrator, unless the grantee’s will specificallydisposes of such Award, in which case such exercise shall be made only by the recipient of such specific disposition. If a grantee’s personal representative orthe recipient of a specific disposition under the grantee’s will shall be entitled to exercise any Award pursuant to the preceding sentence, such representative orrecipient shall be bound by all the terms and conditions of the Plan and the applicable Award Agreement which would have applied to the grantee.10 (f) Administrator Discretion. The Administrator may, in writing, waive or modify the application of the foregoing provisions of this Section 2.4. 2.5.Transferability of Options and Stock Appreciation RightsExcept as otherwise specifically provided in this Plan or the applicable Award Agreement evidencing an option or stock appreciation right, during thelifetime of a grantee, each such Award granted to a grantee shall be exercisable only by the grantee, and no such Award may be sold, assigned, transferred,pledged or otherwise encumbered or disposed of other than by will or by the laws of descent and distribution. The Administrator may, in any applicableAward Agreement evidencing an option or stock appreciation right, permit a grantee to transfer all or some of the options or stock appreciation rights to (a) thegrantee’s spouse, children or grandchildren (“Immediate Family Members”), (b) a trust or trusts for the exclusive benefit of such Immediate Family Membersor (c) other parties approved by the Administrator. Following any such transfer, any transferred options and stock appreciation rights shall continue to besubject to the same terms and conditions as were applicable immediately prior to the transfer.2.6.Grant of Restricted Stock (a) Restricted Stock Grants. The Administrator may grant restricted shares of Common Stock to such Key Persons, in such amounts and subject tosuch vesting and forfeiture provisions and other terms and conditions as the Administrator shall determine, subject to the provisions of the Plan. A grantee of arestricted stock Award shall have no rights with respect to such Award unless such grantee accepts the Award within such period as the Administrator shallspecify by accepting delivery of a restricted stock Award Agreement in such form as the Administrator shall determine.(b) Issuance of Stock Certificate. Promptly after a grantee accepts a restricted stock Award in accordance with Section 2.6(a), subject to Sections3.2, 3.4 and 3.13, the Company or its Exchange Agent shall issue to the grantee a stock certificate or stock certificates for the shares of Common Stockcovered by the Award or shall establish an account evidencing ownership of the stock in uncertificated form. Upon the issuance of such stock certificates, orestablishment of such account, the grantee shall have the rights of a shareholder with respect to the restricted stock, subject to: (i) the nontransferabilityrestrictions and forfeiture provisions described in the Plan (including paragraphs (d) and (e) of this Section 2.6); (ii) in the Administrator’s sole discretion, arequirement, as set forth in the Award Agreement, that any dividends paid on such shares shall be held in escrow and, unless otherwise determined by theAdministrator, shall remain forfeitable until all restrictions on such shares have lapsed; and (iii) any other restrictions and conditions contained in theapplicable Award Agreement.(c) Custody of Stock Certificate. Unless the Administrator shall otherwise determine, any stock certificates issued evidencing shares of restrictedstock shall remain in the possession of the Company (or such other custodian as may be designated by the Administrator) until such shares are free of anyrestrictions specified in the applicable Award Agreement. The Administrator may direct that such stock certificates bear a legend setting forth the applicablerestrictions on transferability.(d) Nontransferability. Except as otherwise specifically provided in this Plan or the applicable Award Agreement evidencing a restricted stockAward, shares of restricted stock granted under the Plan may not be sold, assigned, transferred, pledged or otherwise encumbered or disposed of prior to thelapsing of all restrictions thereon. The Administrator at the time of grant shall specify the date or dates (which may depend upon or be related to theattainment of performance goals and other conditions) on which the nontransferability of the restricted stock shall lapse. The Administrator may, in anyapplicable Award Agreement evidencing a restricted stock Award, permit a grantee to transfer all or some of the shares of restricted stock prior to the lapsingof all restrictions thereon to (i) the grantee’s Immediate Family Members, (ii) a trust or trusts for the exclusive benefit of such Immediate Family Members or(iii) other parties approved by the Administrator. Following any permitted transfer prior to the lapsing of all restrictions on the restricted stock, any transferredshares of restricted stock shall continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer.11 (e) Consequence of Termination of Employment/Service. Unless otherwise set forth in the applicable Award Agreement, (i) a grantee’s terminationof employment or consultancy/service relationship with the Company and its Subsidiaries and Affiliates or dismissal from the Board for any reason other thandeath, Disability or Retirement shall cause the immediate forfeiture of all shares of restricted stock that have not yet vested as of the date of such terminationof employment or consultancy/service relationship or dismissal from the Board and (ii) if a grantee incurs a termination of employment or consultancy/servicerelationship with the Company and its Subsidiaries and Affiliates or dismissal from the Board as the result of his or her death, Disability or Retirement, allshares of restricted stock that have not yet vested as of the date of such termination or departure from the Board shall immediately vest as of such date; it beingunderstood that then outstanding restricted stock Awards shall not be affected by a change of employment or consultancy/service relationship with theCompany and its Subsidiaries and Affiliates so long as the grantee continues to be a director, officer or employee of, or a consultant or service provider to (or aPerson employed by or providing services to any entity that that is itself a consultant or service provider to), the Company or any Subsidiary or Affiliate, andthat reference to a termination of a service relationship includes a removal as a director or officer. Unless otherwise determined by the Administrator, alldividends paid on shares forfeited under this Section 2.6(e) that have not theretofore been directly remitted to the grantee shall also be forfeited, whether bytermination of any escrow arrangement under which such dividends are held or otherwise. The Administrator may, in writing, waive or modify the applicationof the foregoing provisions of this Section 2.6(e).2.7.Grant of Restricted Stock Units (a) Restricted Stock Unit Grants. The Administrator may grant restricted stock units to such Key Persons, and in such amounts and subject to suchvesting and forfeiture provisions and other terms and conditions, as the Administrator shall determine, subject to the provisions of the Plan. A restricted stockunit granted under the Plan shall confer upon the grantee a right to receive from the Company, conditioned upon the occurrence of such vesting event as shallbe determined by the Administrator and specified in the Award Agreement, the number of such grantee’s restricted stock units that vest upon the occurrence ofsuch vesting event multiplied by the Fair Market Value of a share of Common Stock on the date of vesting. Payment upon vesting of a restricted stock unitshall be in cash or in shares of Common Stock (valued at their Fair Market Value on the date of vesting) or both, all as the Administrator shall determine, andsuch payments shall be made to the grantee at such time as provided in the Award Agreement, which the Administrator shall intend to be (i) if Section 409A ofthe Code is applicable to the grantee, within the period required by Section 409A such that it qualifies as a “short-term deferral” pursuant to Section 409A andthe Treasury Regulations issued thereunder, unless the Administrator shall provide for deferral of the Award intended to comply with Section 409A, (ii) ifSection 457A of the Code is applicable to the grantee, within the period required by Section 457A(d)(3)(B) such that it qualifies for the exemption thereunder,or (iii) if Sections 409A and 457A of the Code are not applicable to the grantee, at such time as determined by the Administrator.(b) Dividend Equivalents. The Administrator may include in any Award Agreement with respect to a restricted stock unit a dividend equivalentright entitling the grantee to receive amounts equal to the ordinary dividends that would be paid, during the time such Award is outstanding and unvested,and/or, if payment of the vested Award is deferred, during the period of such deferral following such vesting event, on the shares of Common Stock underlyingsuch Award if such shares were then outstanding. In the event such a provision is included in a Award Agreement, the Administrator shall determine whethersuch payments shall be (i) paid to the holder of the Award, as specified in the Award Agreement, either (A) at the same time as the underlying dividends arepaid, regardless of the fact that the restricted stock unit has not theretofore vested, (B) at the time at which the Award’s vesting event occurs, conditioned uponthe occurrence of the vesting event, (C) once the Award has vested, at the same time as the underlying dividends are paid, regardless of the fact that paymentof the vested restricted stock unit has been deferred, and/or (D) at the time at which the corresponding vested restricted stock units are paid, (ii) made in cash,shares of Common Stock or other property and (iii) subject to such other vesting and forfeiture provisions and other terms and conditions as the Administratorshall deem appropriate and as shall be set forth in the Award Agreement.12 (c) Consequence of Termination of Employment/Service. Unless otherwise set forth in the applicable Award Agreement, (i) a grantee’s terminationof employment or consultancy/service relationship with the Company and its Subsidiaries and Affiliates or dismissal from the Board for any reason other thandeath, Disability or Retirement shall cause the immediate forfeiture of all restricted stock units that have not yet vested as of the date of such termination ofemployment or consultancy/service relationship or dismissal from the Board and (ii) if a grantee incurs a termination of employment or consultancy/servicerelationship with the Company and its Subsidiaries and Affiliates or dismissal from the Board as the result of his or her death, Disability or Retirement, allrestricted stock units that have not yet vested as of the date of such termination or departure from the Board shall immediately vest as of such date; it beingunderstood that then outstanding restricted stock units shall not be affected by a change of employment or consultancy/service relationship with the Companyand its Subsidiaries and Affiliates so long as the grantee continues to be a director, officer or employee of, or a consultant or service provider to (or a Personemployed by or providing services to any entity that that is itself a consultant or service provider to), the Company or any Subsidiary or Affiliate, and thatreference to a termination of a service relationship includes a removal as a director or officer. Unless otherwise determined by the Administrator, any dividendequivalent rights on any restricted stock units forfeited under this Section 2.7(c) that have not theretofore been directly remitted to the grantee shall also beforfeited, whether by termination of any escrow arrangement under which such dividends are held or otherwise. The Administrator may, in writing, waive ormodify the application of the foregoing provisions of this Section 2.7(c).(d) No Shareholder Rights. No grantee of a restricted stock unit shall have any of the rights of a shareholder of the Company with respect to suchAward unless and until a stock certificate is issued with respect to such Award upon the vesting of such Award or an account in the name of the granteeevidences ownership of stock in uncertificated form (it being understood that the Administrator shall determine whether to pay any vested restricted stock unitin the form of cash or Company shares or both), which issuance shall be subject to Sections 3.2, 3.4 and 3.13. Except as otherwise provided in Section 1.5(c),no adjustment to any restricted stock unit shall be made for dividends, distributions or other rights (whether ordinary or extraordinary, and whether in cash,securities or other property) for which the record date is prior to the date such stock certificate, if any, is issued or the date an account evidencing ownership ofthe stock in uncertificated form notes receipt of such stock.(e) Transferability of Restricted Stock Units. Except as otherwise provided in an applicable Award Agreement evidencing a restricted stock unit,no restricted stock unit granted under the Plan shall be assignable or transferable. The Administrator may, in any applicable Award Agreement evidencing arestricted stock unit, permit a grantee to transfer all or some of the restricted stock units to (i) the grantee’s Immediate Family Members, (ii) a trust or trusts forthe exclusive benefit of such Immediate Family Members or (iii) other parties approved by the Administrator. Following any such transfer, any transferredrestricted stock units shall continue to be subject to the same terms and conditions as were applicable immediately prior to the transfer. 2.8.Grant of Unrestricted Stock The Administrator may grant (or sell at a purchase price at least equal to par value) shares of Common Stock free of restrictions under the Plan tosuch Key Persons and in such amounts and subject to such forfeiture provisions as the Administrator shall determine. Shares may be thus granted or sold inrespect of past services or other valid consideration. 2.9.Other Stock-Based Awards Subject to the provisions of the Plan (including, without limitation, Section 3.16), the Administrator shall have the sole and complete authority togrant to Key Persons other equity-based or equity-related Awards in such amounts and subject to such terms and conditions as the Administrator shalldetermine; provided that any such Awards must comply with applicable law and, to the extent deemed desirable by the Administrator, Rule 16b-3. 13 2.10.Dividend Equivalents Subject to the provisions of the Plan (including, without limitation, Section 3.16), in the discretion of the Administrator, an Award, other than anoption or stock appreciation right, may provide the Award recipient with dividends or dividend equivalents, payable in cash, shares, other securities, otherAwards or other property, on a current or deferred basis, on such terms and conditions as may be determined by the Administrator, including, withoutlimitation, payment directly to the Award recipient, withholding of such amounts by the Company subject to vesting of the Award, or reinvestment inadditional shares, restricted shares or other Awards.ARTICLE III.Miscellaneous 3.1.Amendment of the Plan; Modification of Awards (a) Amendment of the Plan. The Board may from time to time suspend, discontinue, revise or amend the Plan in any respect whatsoever, exceptthat no such amendment shall materially impair any rights or materially increase any obligations under any Award theretofore made under the Plan without theconsent of the grantee (or, upon the grantee’s death, the Person having the rights to the Award). For purposes of this Section 3.1, any action of the Board or theAdministrator that in any way alters or affects the tax treatment of any Award shall not be considered to materially impair any rights of any grantee. (b) Shareholder Approval Requirement. If required by applicable rules or regulations of a national securities exchange or the SEC, the Companyshall obtain shareholder approval with respect to any amendment to the Plan that (i) expands the types of Awards available under the Plan, (ii) materiallyincreases the aggregate number of shares which may be issued under the Plan, except as permitted pursuant to Section 1.5(c), (iii) materially increases thebenefits to participants under the Plan, including any material change to (A) permit, or that has the effect of, a Repricing of any outstanding Award, (B) reducethe price at which shares or options to purchase shares may be offered or (C) extend the duration of the Plan, or (iv) materially expands the class of Personseligible to receive Awards under the Plan. (c) Modification of Awards. The Administrator may cancel any Award under the Plan. The Administrator also may amend any outstanding AwardAgreement, including, without limitation, by amendment which would: (i) accelerate the time or times at which the Award becomes unrestricted, vested ormay be exercised; (ii) waive or amend any goals, restrictions or conditions set forth in the Award Agreement; or (iii) waive or amend the operation of Sections2.4, 2.6(e) or 2.7(c) with respect to the termination of the Award upon termination of employment or consultancy/service relationship or dismissal from theBoard; provided, however, that no such amendment shall be made without shareholder approval if such approval is necessary to comply with any tax orregulatory requirement applicable to the Award. However, any such cancellation or amendment (other than an amendment pursuant to Section 1.5, 3.5 or 3.16)that materially impairs the rights or materially increases the obligations of a grantee under an outstanding Award shall be made only with the consent of thegrantee (or, upon the grantee’s death, the Person having the rights to the Award). In making any modification to an Award (e.g., an amendment resulting in adirect or indirect reduction in the Exercise Price or a waiver or modification under Section 2.4(f), 2.6(e) or 2.7(c)), the Administrator may consider theimplications, if any, of such modification under the Code with respect to Sections 409A and 457A of the Code with respect to Awards granted under the Planto individuals subject to such provisions of the Code. 3.2.Consent Requirement (a) No Plan Action Without Required Consent. If the Administrator shall at any time determine that any Consent (as defined below) is necessaryor desirable as a condition of, or in connection with, the granting of any Award under the Plan, the issuance or purchase of shares or other rights thereunder, orthe taking of any other action thereunder (each such action being hereinafter referred to as a “Plan Action”), then such Plan Action shall not be taken, in wholeor in part, unless and until such Consent shall have been effected or obtained to the full satisfaction of the Administrator. 14 (b) Consent Defined. The term “Consent” as used herein with respect to any Plan Action means (i) any and all listings, registrations orqualifications in respect thereof upon any securities exchange or under any federal, state or local law, rule or regulation, (ii) any and all written agreements andrepresentations by the grantee with respect to the disposition of shares, or with respect to any other matter, which the Administrator shall deem necessary ordesirable to comply with the terms of any such listing, registration or qualification or to obtain an exemption from the requirement that any such listing,qualification or registration be made and (iii) any and all consents, clearances and approvals in respect of a Plan Action by any governmental or otherregulatory bodies or any other Person. 3.3.Nonassignability Except as provided in Sections 2.4(e), 2.5, 2.6(d) or 2.7(e), (a) no Award or right granted to any Person under the Plan or under any Award Agreementshall be assignable or transferable other than by will or by the laws of descent and distribution and (b) all rights granted under the Plan or any AwardAgreement shall be exercisable during the life of the grantee only by the grantee or the grantee’s legal representative or the grantee’s permissible successors orassigns (as authorized and determined by the Administrator). All terms and conditions of the Plan and the applicable Award Agreements will be binding uponany permitted successors or assigns. 3.4.Taxes (a) Withholding. A grantee or other Award holder under the Plan shall be required to pay, in cash, to the Company, and the Company and itsSubsidiaries and Affiliates shall have the right and are hereby authorized to withhold from any Award, from any payment due or transfer made under anyAward or under the Plan or from any compensation or other amount owing to such grantee or other Award holder, the amount of any applicable withholdingtaxes in respect of an Award, its grant, its exercise, its vesting, or any payment or transfer under an Award or under the Plan, and to take such other action asmay be necessary in the opinion of the Company to satisfy all obligations for payment of such taxes. Whenever shares of Common Stock are to be deliveredpursuant to an Award under the Plan, with the approval of the Administrator, which the Administrator shall have sole discretion whether or not to give, thegrantee may satisfy the foregoing condition by electing to have the Company withhold from delivery shares having a value equal to the amount of minimumtax required to be withheld. Such shares shall be valued at their Fair Market Value as of the date on which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash. Such a withholding election may be made with respect to all or any portion of the shares to be deliveredpursuant to an Award as may be approved by the Administrator in its sole discretion. (b) Liability for Taxes. Grantees and holders of Awards are solely responsible and liable for the satisfaction of all taxes and penalties that may arisein connection with Awards (including, without limitation, any taxes arising under Sections 409A and 457A of the Code) and the Company shall not have anyobligation to indemnify or otherwise hold any such Person harmless from any or all of such taxes. The Administrator shall have the discretion to organize anydeferral program, to require deferral election forms, and to grant or, notwithstanding anything to the contrary in the Plan or any Award Agreement, tounilaterally modify any Award in a manner that (i) conforms with the requirements of Sections 409A and 457A of the Code (to the extent applicable), (ii)voids any participant election to the extent it would violate Sections 409A or 457A of the Code (to the extent applicable) and (iii) for any distribution event orelection that could be expected to violate Section 409A of the Code, make the distribution only upon the earliest of the first to occur of a "permissibledistribution event" within the meaning of Section 409A of the Code or a distribution event that the participant elects in accordance with Section 409A of theCode. The Administrator shall have the sole discretion to interpret the requirements of the Code, including, without limitation, Sections 409A and 457A, forpurposes of the Plan and all Awards. 15 3.5.Change in Control (a) Change in Control Defined. Unless otherwise specifically set forth in the applicable Award Agreement, for purposes of the Plan, “Change inControl” shall mean the occurrence of any of the following: (i) any “person” (as defined in Section 13(d)(3) of the 1934 Act), company or other entity acquires “beneficial ownership” (as defined inRule 13d-3 under the 1934 Act), directly or indirectly, of more than 50% of the aggregate voting power of the capital stock ordinarily entitled to elect directorsof the Company; provided, however, that no Change in Control shall have occurred in the event of such an acquisition by (A) the Company, (B) any trustee orother fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary or Affiliate or (C) any company or other entity owned,directly or indirectly, by the holders of the voting stock ordinarily entitled to elect directors of the Company in substantially the same proportions as theirownership of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the Company immediately prior to such acquisition or (D)Athanasios Feidakis, Georgios Feidakis, Firment Shipping Inc., or Goldenmare Limited or any entity which any of them directly or indirectly “controls” (asdefined in Rule 12b-2 under the 1934 Act); (ii) the sale of all or substantially all the Company’s assets in one or more related transactions to any “person” (as defined in Section 13(d)(3) of the 1934 Act), company or other entity; provided, however, that no Change of Control shall have occurred in the event of such a sale to (A) a Subsidiarywhich does not involve a material change in the equity holdings of the Company, (B) to an entity (the “Acquiring Entity”) which has acquired all orsubstantially all the Company’s assets if, immediately following such sale, 50% or more of the aggregate voting power of the capital stock ordinarily entitledto elect directors of the Acquiring Entity (or, if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% ofthe aggregate voting power of the capital stock ordinarily entitled to elect directors of the Acquiring Entity) is beneficially owned by the holders of the votingstock ordinarily entitled to elect directors of the Company immediately prior to such sale in substantially the same proportions as the aggregate voting powerof the capital stock ordinarily entitled to elect directors of the Company immediately prior to such sale or (C) Athanasios Feidakis, Georgios Feidakis, FirmentShipping Inc., or Goldenmare Limited or any entity which any of them directly or indirectly “controls” (as defined in Rule 12b-2 under the 1934 Act);(iii) any merger, consolidation, reorganization or similar event of the Company or any Subsidiary; provided, however, that no Change inControl shall have occurred in the event 50% or more of the aggregate voting power of the capital stock ordinarily entitled to elect directors of the survivingentity (or, if applicable, the ultimate parent entity that directly or indirectly has beneficial ownership of more than 50% of the aggregate voting power of thecapital stock ordinarily entitled to elect directors of the surviving entity) is beneficially owned by the holders of the voting stock ordinarily entitled to electdirectors of the Company immediately prior to such event in substantially the same proportions as the aggregate voting power of the capital stock ordinarilyentitled to elect directors of the Company immediately prior to such event;(iv) the approval by the Company’s shareholders of a plan of complete liquidation or dissolution of the Company; or(v) during any period of 12 consecutive calendar months, individuals:(A)who were directors of the Company on the first day of such period, or 16 (B)whose election or nomination for election to the Board was recommended or approved by at least a majority of the directors then still in office who weredirectors of the Company on the first day of such period, or whose election or nomination for election were so approved, shall cease to constitute amajority of the Board. Notwithstanding the foregoing, unless otherwise specifically set forth in the applicable Award Agreement, for each Award subject to Section 409A of theCode, a Change in Control shall be deemed to have occurred under this Plan with respect to such Award only if a change in the ownership or effective controlof the Company or a change in the ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409Aof the Code, provided that such limitation shall apply to such Award only to the extent necessary to avoid adverse tax effects under Section 409A of the Code.(b) Effect of a Change in Control. Unless the Administrator specifically provides otherwise in an Award Agreement, upon the occurrence of aChange in Control:(i) notwithstanding any other provision of this Plan, any Award then outstanding shall become fully vested and any restriction andforfeiture provisions thereon imposed pursuant to the Plan and the applicable Award Agreement shall lapse and any Award in the form of an option or stockappreciation right shall be immediately exercisable;(ii) to the extent permitted by law and not otherwise limited by the terms of the Plan, the Administrator may amend any Award Agreementin such manner as it deems appropriate; (iii) a grantee who incurs a termination of employment or consultancy/service relationship or dismissal from the Board for any reason,other than a termination or dismissal “for Cause”, concurrent with or within one year following the Change in Control may exercise any outstanding option orstock appreciation right, but only to the extent that the grantee was entitled to exercise the Award on the date of his or her termination of employment orconsultancy/service relationship or dismissal from the Board, until the earlier of (A) the original expiration date of the Award and (B) the later of (x) the dateprovided for under the terms of Section 2.4 without reference to this Section 3.5(b)(iii) and (y) the first anniversary of the grantee’s termination of employmentor consultancy/service relationship or dismissal from the Board.(c) Miscellaneous. Whenever deemed appropriate by the Administrator, any action referred to in paragraph (b)(ii) of this Section 3.5 may be madeconditional upon the consummation of the applicable Change in Control transaction. For purposes of the Plan and any Award Agreement granted hereunder,the term “Company” shall include any successor to Globus Maritime Limited.3.6.Operation and Conduct of Business Nothing in the Plan or any Award Agreement shall be construed as limiting or preventing the Company or any Subsidiary or Affiliate from taking anyaction with respect to the operation and conduct of its business that it deems appropriate or in its best interests, including any or all adjustments,recapitalizations, reorganizations, exchanges or other changes in the capital structure of the Company or any Subsidiary or Affiliate, any merger orconsolidation of the Company or any Subsidiary or Affiliate, any issuance of Company shares or other securities or subscription rights, any issuance of bonds,debentures, preferred or prior preference stock ahead of or affecting the Common Stock or other securities or rights thereof, any dissolution or liquidation ofthe Company or any Affiliate, any sale or transfer of all or any part of the assets or business of the Company or any Subsidiary or Affiliate, or any othercorporate act or proceeding, whether of a similar character or otherwise. 3.7.No Rights to Awards No Key Person or other Person shall have any claim to be granted any Award under the Plan. 17 3.8.Right of Discharge Reserved Nothing in the Plan or in any Award Agreement shall confer upon any grantee the right to continue his or her employment with the Company or anySubsidiary or Affiliate, his or her consultancy/service relationship with the Company or any Subsidiary or Affiliate, or his or her position as a director of theCompany or any Subsidiary or Affiliate, or affect any right that the Company or any Affiliate may have to terminate such employment or consultancy/servicerelationship or service as a director. For the avoidance of doubt, for purposes of the Plan, reference to a termination of a service relationship with the Companyor any Subsidiary or Affiliate includes a removal as a director or officer. 3.9.Non-Uniform Determinations The Administrator’s determinations and the treatment of Key Persons and grantees and their beneficiaries under the Plan need not be uniform andmay be made and determined by the Administrator selectively among Persons who receive, or who are eligible to receive, Awards under the Plan (whether ornot such Persons are similarly situated). Without limiting the generality of the foregoing, the Administrator shall be entitled, among other things, to make non-uniform and selective determinations, and to enter into non-uniform and selective Award Agreements, as to (a) the Persons to receive Awards under the Plan,(b) the types of Awards granted under the Plan, (c) the number of shares to be covered by, or with respect to which payments, rights or other matters are to becalculated with respect to, Awards and (d) the terms and conditions of Awards. 3.10.Other Payments or Awards Nothing contained in the Plan shall be deemed in any way to limit or restrict the Company from making any award or payment to any Person underany other plan, arrangement or understanding, whether now existing or hereafter in effect. 3.11.Headings Any section, subsection, paragraph or other subdivision headings contained herein are for the purpose of convenience only and are not intended toexpand, limit or otherwise define the contents of such section, subsection, paragraph or other subdivision. 3.12.Effective Date and Term of Plan (a) Adoption; Shareholder Approval. The Plan was adopted by the Board on March 7, 2024. The Board may, but need not, make the granting ofany Awards under the Plan subject to the approval of the Company’s shareholders. (b) Termination of Plan. The Board may terminate the Plan at any time. All Awards made under the Plan prior to its termination shall remain ineffect until such Awards have been satisfied or terminated in accordance with the terms and provisions of the Plan and the applicable Award Agreements. NoAwards may be granted under the Plan following the tenth anniversary of the date on which the Plan was adopted by the Board. 18 3.13.Restriction on Issuance of Stock Pursuant to Awards The Company shall not permit any shares of Common Stock to be issued pursuant to Awards granted under the Plan unless such shares of CommonStock are fully paid and non-assessable under applicable law. Notwithstanding anything to the contrary in the Plan or any Award Agreement, at the time of theexercise of any Award, at the time of vesting of any Award, at the time of payment of shares of Common Stock in exchange for, or in cancellation of, anyAward, or at the time of grant of any unrestricted shares under the Plan, the Company and the Administrator may, if either shall deem it necessary or advisablefor any reason, require the holder of an Award (a) to represent in writing to the Company that it is the Award holder’s then-intention to acquire the shares withrespect to which the Award is granted for investment and not with a view to the distribution thereof or (b) to postpone the date of exercise until such time asthe Company has available for delivery to the Award holder a prospectus meeting the requirements of all applicable securities laws; and no shares shall beissued or transferred in connection with any Award unless and until all legal requirements applicable to the issuance or transfer of such shares have beencomplied with to the satisfaction of the Company and the Administrator. The Company and the Administrator shall have the right to condition any issuance ofshares to any Award holder hereunder on such Person’s undertaking in writing to comply with such restrictions on the subsequent transfer of such shares as theCompany or the Administrator shall deem necessary or advisable as a result of any applicable law, regulation or official interpretation thereof, and all sharecertificates delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Company or the Administrator may deemadvisable under the Plan, the applicable Award Agreement or the rules, regulations and other requirements of the SEC, any stock exchange upon which suchshares are listed, and any applicable securities or other laws, and certificates representing such shares may contain a legend to reflect any such restrictions. The Administrator may refuse to issue or transfer any shares or other consideration under an Award if it determines that the issuance or transfer of such sharesor other consideration might violate any applicable law or regulation or entitle the Company to recover the same under Section 16(b) of the 1934 Act, and anypayment tendered to the Company by a grantee or other Award holder in connection with the exercise of such Award shall be promptly refunded to the relevantgrantee or other Award holder. Without limiting the generality of the foregoing, no Award granted under the Plan shall be construed as an offer to sellsecurities of the Company, and no such offer shall be outstanding, unless and until the Administrator has determined that any such offer, if made, would be incompliance with all applicable requirements of any applicable securities laws. 3.14.Requirement of Notification of Election Under Section 83(b) of the Code If an Award recipient, in connection with the acquisition of Company shares under the Plan, makes an election under Section 83(b) of the Code (toinclude in gross income in the year of transfer the amounts specified in Section 83(b) of the Code), the grantee shall notify the Administrator of such electionwithin ten days of filing notice of the election with the U.S. Internal Revenue Service, in addition to any filing and notification required pursuant to regulationsissued under Section 83(b) of the Code. 3.15.Severability If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person orAward, or would disqualify the Plan or any Award under any law deemed applicable by the Administrator, such provision shall be construed or deemedamended to conform to the applicable laws or, if it cannot be construed or deemed amended without, in the determination of the Administrator, materiallyaltering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and anysuch Award shall remain in full force and effect. 3.16.Sections 409A and 457A To the extent applicable, the Plan and Award Agreements shall be interpreted in accordance with Sections 409A and 457A of the Code andDepartment of Treasury regulations and other interpretive guidance issued thereunder. Notwithstanding any provision of the Plan or any applicable AwardAgreement to the contrary, in the event that the Administrator determines that any Award may be subject to Section 409A or 457A of the Code, theAdministrator may adopt such amendments to the Plan and the applicable Award Agreement or adopt other policies and procedures (including amendments,policies and procedures with retroactive effect), or take any other actions, that the Administrator determines are necessary or appropriate to (i) exempt the Planand Award from Sections 409A and 457A of the Code and/or preserve the intended tax treatment of the benefits provided with respect to the Award, or (ii)comply with the requirements of Sections 409A and 457A of the Code and related Department of Treasury guidance and thereby avoid the application ofpenalty taxes under Sections 409A and 457A of the Code. 19 3.17.Forfeiture; Clawback The Administrator may, in its sole discretion, specify in the applicable Award Agreement that any realized gain with respect to options or stockappreciation rights and any realized value with respect to other Awards shall be subject to forfeiture or clawback, in the event of (a) a grantee’s breach of anynon-competition, non-solicitation, confidentiality or other restrictive covenants with respect to the Company or any Subsidiary or Affiliate, (b) a grantee’s ortheir Affiliate’s breach of any employment or consulting agreement with the Company or any Subsidiary or Affiliate, (c) a grantee’s termination ofemployment or consultancy/service relationship for Cause or (d) a financial restatement that reduces the amount of compensation under this Plan previouslyawarded to a grantee that would have been earned had results been properly reported. 3.18.No Trust or Fund Created Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between theCompany or any Subsidiary or Affiliate and an Award recipient or any other Person. To the extent that any Person acquires a right to receive payments fromthe Company or any Subsidiary or Affiliate pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of theCompany or its Subsidiary or Affiliate. 3.19.No Fractional Shares No fractional shares shall be issued or delivered pursuant to the Plan or any Award, and the Administrator shall determine whether cash, othersecurities, or other property shall be paid or transferred in lieu of any fractional shares or whether such fractional shares or any rights thereto shall be canceled,terminated, or otherwise eliminated. 3.20.Governing Law The Plan will be construed and administered in accordance with the laws of the State of New York, without giving effect to principles of conflict oflaws. Exhibit 4.17 Dated 10 August 2023 DEVOCEAN MARITIME LTD.DOMINA MARITIME LTD.DULAC MARITIME S.A.ARTFUL SHIPHOLDING S.A.SERENA MARITIME LIMITEDSALAMINIA MARITIME LIMITEDas original Borrowersand original Hedge Guarantors and ARGO MARITIME LIMITEDTALISMAN MARITIME LIMITEDas additional Borrowersand additional Hedge Guarantors and GLOBUS MARITIME LIMITEDas Parent Guarantor FIRST-CITIZENS BANK & TRUST COMPANYas Facility Agent and FIRST-CITIZENS BANK & TRUST COMPANYas Security Agent SECOND DEED OF ACCESSION, AMENDMENT AND RESTATEMENTrelating to a facility agreement dated 7 May 2021 1 IndexClausePage1Interpretation 42Agreement of the Finance Parties 63Conditions Precedent 64Representations and Warranties 75Amendment and Restatement of Facility Agreement 76Accession and Assumption 97Security 108Further Assurances 109Costs and Expenses 1010Communications 1011Supplemental 1012Law and Jurisdiction11 Schedules Schedule 1 Conditions Precedent 12Schedule 2 Effective Date Notice 14 Execution Execution Pages 15 Appendices Appendix - Form of Amended and Restated Facility Agreement 2 THIS DEED is made on 10 August 2023BETWEEN(1)DEVOCEAN MARITIME LTD., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust CompanyComplex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as original borrower (the "Original Borrower A") and original hedgeguarantor (the "Original Hedge Guarantor A") (2)DOMINA MARITIME LTD., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust CompanyComplex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as original borrower (the "Original Borrower B") and original hedgeguarantor (the "Original Hedge Guarantor B") (3)DULAC MARITIME S.A., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust CompanyComplex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as original borrower (the "Original Borrower C") and original hedgeguarantor (the "Original Hedge Guarantor C") (4)ARTFUL SHIPHOLDING S.A., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust CompanyComplex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as original borrower (the "Original Borrower D") and original hedgeguarantor (the "Original Hedge Guarantor D") (5)SERENA MARITIME LIMITED, a corporation incorporated in the Republic of the Marshall Islands whose registered address is at TrustCompany Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as original borrower (the "Original Borrower F") andoriginal hedge guarantor (the "Original Hedge Guarantor F") (6)SALAMINIA MARITIME LIMITED, a corporation incorporated in the Republic of the Marshall Islands whose registered address is at TrustCompany Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as original borrower (the "Original Borrower G" andtogether with the Original Borrower A, Original Borrower B, Original Borrower C, Original Borrower D and Original Borrower F, the "OriginalBorrowers") and original hedge guarantor (the "Original Hedge Guarantor G" and together with the Original Hedge Guarantor A, Original HedgeGuarantor B, Original Hedge Guarantor C, Original Hedge Guarantor D and Original Guarantor F, the "Original Hedge Guarantors") (7)ARGO MARITIME LIMITED, a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust CompanyComplex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as an additional borrower (the "Additional Borrower A") and anadditional hedge guarantor (the "Additional Hedge Guarantor A") (8)TALISMAN MARITIME LIMITED, a corporation incorporated in the Republic of the Marshall Islands whose registered address is at TrustCompany Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as an additional borrower (the "Additional Borrower B"and together with Additional Borrower A, the "Additional Borrowers") and an additional hedge guarantor (the "Additional Hedge Guarantor B"and together with the Additional Hedge Guarantor A, the "Additional Hedge Guarantors") (9)GLOBUS MARITIME LIMITED, a corporation domesticated in the Republic of the Marshall Islands whose registered address is at TrustCompany Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands and whose common shares are currently listed on the"Nasdaq Capital Market" under the trading symbol "GLBS" as guarantor (the "Parent Guarantor") 3 (10)THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 of the Facility Agreement (The Parties) as lenders (the "Original Lenders") (11)THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 of the Facility Agreement (The Parties) as hedge counterparties (the "HedgeCounterparties") (12)FIRST-CITIZENS BANK & TRUST COMPANY, as facility agent of the other Finance Parties (the "Facility Agent") (13)FIRST-CITIZENS BANK & TRUST COMPANY, as security agent for the Secured Parties (the "Security Agent")BACKGROUND(A)By a facility agreement dated 7 May 2021 (as amended and restated by the Deed of Accession, Amendment and Restatement, the "FacilityAgreement") and made between, inter alia, (i) the Original Borrowers and the Released Borrower E (hereinafter defined) as joint and severalborrowers, (ii) the Original Hedge Guarantors, (iii) the Parent Guarantor, (iv) the Original Lenders, (v) the Facility Agent and (vi) the Security Agent,the Original Lenders have made available to the Original Borrowers, on a joint and several basis, a senior secured term loan facility of up to$52,250,000, of which the principal amount outstanding on the date of this Deed is equal to $37,450,757.58. (B)By a deed of release dated 10 May 2023 (the "Deed of Release"), the Security Agent released, among others, all the Released Assets (as defined inthe Deed of Release) from the Security created in its favour by Longevity Maritime Limited, a company incorporated in Malta (the "ReleasedBorrower E"), including the Mortgage registered on m.v. SUN GLOBE. (C)The Original Borrowers, the Original Hedge Guarantors and the Parent Guarantor have requested (the "Request") that the Finance Parties consent to,inter alia, the following:(i)the Additional Borrowers acceding to the Facility Agreement and assuming jointly and severally with the Original Borrowers, the Borrowers'obligations thereunder; (ii)the increase of the Facility to be made available to the Borrowers in two additional tranches (the "Additional Tranches") in an amount of upto the lesser of (i) $25,000,000 and (ii) 55 per cent. of the aggregate Initial Market Value of the bulk carrier vessels (A) m.v. "DIAMONDGLOBE" ("Additional Ship A") registered in the ownership of the Additional Borrower A and (B) m.v. "POWER GLOBE" ("AdditionalShip B" and together with Additional Ship A, the "Additional Ships"), for the purpose of financing the Additional Ships; (iii)the Additional Hedge Guarantors irrevocably and unconditionally jointly and severally guaranteeing to the Hedge Counterparties theobligations of each Borrower under the Hedging Agreement to which it is or, is to be, a party; and (iv)the Original Hedge Guarantors irrevocably and unconditionally jointly and severally guaranteeing to the Hedge Counterparties theobligations of each Additional Borrower under the Hedging Agreement to which it is to be a party.(D)This Deed sets out the terms and conditions on which the Finance Parties shall agree, with effect on and from the Effective Date, to:(i)the Request; and (ii)the consequential amendments to the Facility Agreement and the other Finance Documents (the "Consequential Amendments"). OPERATIVE PROVISIONSIT IS AGREED as follows:1INTERPRETATION1.1Defined expressionsWords and expressions defined in the Facility Agreement and the recitals hereto and not otherwise defined herein shall have the same meanings whenused in this Deed unless the context otherwise requires.1.2Definitions In this Deed, unless the contrary intention appears:"Account Security Confirmation" means the security confirmation agreement dated on or about the Effective Date relating to Account Securitygoverned by Swiss law."Amended and Restated Facility Agreement" means the Facility Agreement, as amended and restated by this Deed, in the form set out in theAppendix."Borrower" means an Original Borrower or an Additional Borrower. "Deed of Accession, Amendment and Restatement" means the deed of accession, amendment and restatement dated 10 August 2022 and madebetween, amongst others, (i) the Original Borrowers, (ii) Borrower G, (iii) the Original Lenders, (iv) the Facility Agent and (v) the Security Agent."Effective Date" means the date (falling no later than 10 August 2023 or such later date as the Facility Agent may specify) on which the FacilityAgent is satisfied that all the conditions precedent in Clause 3 (Conditions Precedent) have been satisfied."Effective Date Notice" means the notice to be issued by the Facility Agent, substantially in the form set out in Schedule 2 (Effective Date Notice)."Facility Agreement" means the Facility Agreement referred to in Recital (A)."Hedge Guarantor" means an Original Hedge Guarantor or an Additional Hedge Guarantor."Mortgage Addendum" or "Second Mortgage Addendum" means, in relation to an Original Ship, an amendment or addendum to (as the case maybe) the Mortgage over that Original Ship in agreed form."New Disclosure Letter" means the letter identifying the Disclosed Persons to be executed by each Additional Borrower and the Parent Guarantorand acknowledged by the Security Agent."New Finance Documents" means:(a)this Agreement;(b)the Amended and Restated Facility Agreement;(c)any Mortgage Addendum or Second Mortgage Addendum;(d)any Account Security Confirmation; 4 (e)the New Disclosure Letter; and(f)the Supplemental Security Documents,and in the singular means any of them."Obligor" means each of the Borrowers and the Parent Guarantor."Original Ships" means each of:(a)m.v. "RIVER GLOBE" (having IMO No. 9464168) registered in the ownership of Original Borrower A under the Marshall Islands flag;(b)m.v. "SKY GLOBE" (having IMO No. 9463748) registered in the ownership of Original Borrower B under the Marshall Islands flag;(c)m.v. "STAR GLOBE" (having IMO No. 9463750) registered in the ownership of Original Borrower C under the Marshall Islands flag;(d)m.v. "MOON GLOBE" (having IMO No. 9294111) registered in the ownership of Original Borrower D under the Marshall Islands flag;(e)m.v. "GALAXY GLOBE" (having IMO No. 9723629) registered in the ownership of Original Borrower F under the Marshall Islands flag;and(f)m.v. "ORION GLOBE" (having IMO No. 9634854) registered in the ownership of Original Borrower G under the Marshall Islands flag."Ship" means each Original Ship and each Additional Ship."Supplemental General Assignment" means, in relation to an Original Ship, the second general assignment creating Security over:(a)that Original Ship's Earnings, its Insurances and any Requisition Compensation in relation to that Original Ship; and(b)any Charter and any Charter Guarantee (as each such word is therein defined) in relation to that Original Ship,in agreed form."Supplemental Hedging Agreement Security" means, in relation to an Original Borrower (other than Original Borrower G), the second hedgingagreement security creating Security over the Hedging Agreement to which that Original Borrower is a party, in agreed form."Supplemental Security Documents" means, together, the Supplemental General Assignment, the Supplemental Hedging Agreement Security, theSupplemental Shares Securities, each Second Supplemental General Assignment, each Second Supplemental Hedging Agreement Security, eachSupplemental Shares Securities and, in the singular, means any of them."Supplemental Shares Security" means, in relation to an Original Borrower (other than Original Borrower G), a second shares security creatingSecurity over the shares in that Original Borrower in agreed form. 5 "Second Supplemental General Assignment" means, in relation to an Original Ship, the third general assignment creating Security over:(a)that Original Ship's Earnings, its Insurances and any Requisition Compensation in relation to that Original Ship; and (b)any Charter and any Charter Guarantee (as each such word is therein defined) in relation to that Original Ship,in agreed form."Second Supplemental Hedging Agreement Security" means, in relation to an Original Borrower (other than Original Borrower G), the thirdhedging agreement security creating Security over the Hedging Agreement to which that Original Borrower is a party, in agreed form."Second Supplemental Shares Security" means, in relation to an Original Borrower (other than Original Borrower G), a third shares securitycreating Security over the shares in that Original Borrower in agreed form."Transaction Obligor" has the meaning given to it in the Amended and Restated Facility Agreement.1.3Application of construction and interpretation provisions of Facility AgreementClauses 1.2 (construction) to 1.5 (third party rights) (inclusive) of the Facility Agreement apply, with any necessary modifications, to this Deed.1.4Designation as a Finance DocumentThe Borrowers and the Finance Parties designate this Deed as a Finance Document.2AGREEMENT OF THE FINANCE PARTIES(a)The Finance Parties agree subject to and upon the terms and conditions set out in Clause 3 (Conditions Precedent) of this Deed, to:(i)the Request;(ii)the Consequential Amendments.(b)The agreement of the parties to this Deed contained in this Clause 2 (Agreement of the Finance Parties) shall have effect on and from the EffectiveDate.3CONDITIONS PRECEDENT3.1GeneralThe agreement of the Finance Parties contained in Clause 2 (Agreement of the Finance Parties) is subject to:(a)no Default continuing on the date of this Deed and on the Effective Date or resulting from the occurrence of the Effective Date; 6 (b)the Repeating Representations to be made by each Borrower pursuant to Clause 4 (Representations and Warranties) being true on the date of thisDeed and on the Effective Date;(c)no Ship has been sold or become a Total Loss; (d)no event or series of events having occurred which have a Material Adverse Effect; and(e)the Facility Agent having received all of the documents and other evidence listed in Schedule 1 (Conditions Precedent) in form and substancesatisfactory to the Original Lenders and their legal advisers on or before the Effective Date. 3.2Waiver of conditions precedentIf the Facility Agent, in its discretion, permits for the Effective Date to take place before certain of the conditions referred to in Schedule 1(Conditions Precedent) are satisfied, each of the Borrowers and the Parent Guarantor shall ensure that those conditions are satisfied within 5 BusinessDays after the Effective Date (or such later date as the Facility Agent, acting with the authorisation of the Majority Lenders, may specify at its solediscretion), which however, shall not be taken as a waiver of the Facility Agent's right to require production of all the documents and evidencerequired referred to in Schedule 1 (Conditions Precedent).4REPRESENTATIONS AND WARRANTIES 4.1Repetition of Facility Agreement representations and warrantiesEach of the Original Borrowers and the Parent Guarantor represents and warrants to the Finance Parties as at the date of this Deed that therepresentations and warranties in clause 20 (representations) of the Facility Agreement are true and not misleading and are repeated on the date of thisDeed.4.2Representation and warranties of the ObligorsThe representations and warranties in clause 20 (representations) of the Amended and Restated Facility Agreement are deemed to be made on theEffective Date by each Obligor with reference to the circumstances now existing.4.3Repetition of Finance Documents representations and warrantiesEach of the Original Borrowers and the Parent Guarantor represents and warrants to the Finance Parties that the representations and warranties in theFinance Documents (other than the Amended and Restated Facility Agreement) to which each of them is a party, as amended and supplemented bythis Deed and updated with appropriate modifications to refer to this Deed, and where appropriate the relevant Mortgage Addendum or SecondMortgage Addendum, remain true and not misleading and are repeated on the date of this Deed with reference to the circumstances now existing.5AMENDMENT AND RESTATEMENT OF FACILITY AGREEMENT 5.1Amendment and restatement of the Facility Agreement (a)With effect on and from (and subject to the occurrence of) the Effective Date, the Facility Agreement shall be, and shall be deemed by this Deed tobe amended and restated in the form of the Amended and Restated Facility Agreement as attached in the Appendix. 7 (b)The Facility Agreement, as so amended and restated pursuant to (a) above, shall continue to be binding on each of the Original Borrowers, the ParentGuarantor and the Original Hedge Guarantors in accordance with its terms.5.2Amendments to Finance DocumentsWith effect on and from (and subject to the occurrence of) the Effective Date, each of the Finance Documents (other than the Facility Agreement andeach Mortgage which is amended and supplemented by the relevant Mortgage Addendum or Second Mortgage Addendum) shall be, and shall bedeemed by this Deed to be, amended as follows:(a)the definition of, and references throughout each of the Finance Documents to the "Facility Agreement" and any of the other Finance Documents shallbe construed as if the same referred to, respectively:(i)the Amended and Restated Facility Agreement; and(ii)the other Finance Documents (other than the Mortgages) as amended and supplemented by this Clause 5.2 (Amendments to FinanceDocuments);(b)by construing references throughout each such Finance Document to "the Borrowers" as if the same referred to the Borrowers (including, for theavoidance of doubt, the Additional Borrowers) as joint and several borrowers, or, where the context so requires, any of them;(c)by construing references throughout each such Finance Document to "the Hedge Guarantors" as if the same referred to the Hedge Guarantors(including, for the avoidance of doubt, the Additional Hedge Guarantors) as hedge guarantors, or, where the context so requires, any of them;(d)the definition of, and references throughout each such Finance Document to, a Mortgage shall be construed as if the same referred to that Mortgage asamended and supplemented by the relevant Mortgage Addendum or Second Mortgage Addendum; and(e)by construing references throughout each such Finance Document to "this Agreement", "this Deed", "hereunder" and other like expressions as if thesame referred to those Finance Documents as amended and/or supplemented by this Deed.5.3Finance Documents to remain in full force and effectThe Facility Agreement and each of the other Finance Documents shall remain in full force and effect and from the Effective Date:(a)in the case of the Facility Agreement as amended and restated pursuant to Clause 5.1 (Amendment and restatement of the Facility Agreement);(b)in the case of the other Finance Documents as amended pursuant to Clause 5.2 (Amendments to Finance Documents); and(c)the Facility Agreement and the applicable provisions of this Deed will be read and construed as one document. 8 6ACCESSION AND ASSUMPTIONWith effect on and from the Effective Date:(a)each Additional Borrower and each Additional Hedge Guarantor agrees that:(i)it will accede to the Amended and Restated Facility Agreement as a Borrower and a Hedge Guarantor and it will assume the obligations ofthe Original Borrowers and the Original Hedge Guarantors thereunder; and(ii)it will be bound, on a joint and several basis with the Original Borrowers and the Original Hedge Guarantors, by the terms of the Amendedand Restated Facility Agreement;(b)each Original Borrower confirms and acknowledges it is and remains a party to the Facility Agreement and that its respective obligations under theFacility Agreement and the other Finance Documents remain in full force and effect;(c)each Original Borrower further agrees to be jointly and severally liable together with each Additional Borrower for:(i)the repayment of the Additional Tranches plus interest accrued thereon in accordance with the Amended and Restated Facility Agreement;and(ii)all other obligations and liabilities under the Amended and Restated Facility Agreement as amended by this Deed;(d)each Original Hedge Guarantor agrees to jointly and severally guarantee, together with the Additional Hedge Guarantors, the obligations of eachAdditional Borrower under the Hedging Agreement to which that Additional Borrower shall be a party;(e)each Additional Hedge Guarantor agrees to jointly and severally guarantee, together with the Original Hedge Guarantors, the obligations of eachBorrower under the Hedging Agreement to which that Borrower is or, as the case may be, shall be a party;(f)the Parent Guarantor agrees that:(i)it shall be bound by the terms of the Amended and Restated Facility Agreement and the other Finance Documents to which it is a party; and(ii)its guarantee and indemnity:(A)has full force and effect on the terms of the Amended and Restated Facility Agreement; and(B)extends to the obligations of the Borrowers under the Amended and Restated Facility Agreement and the other Finance Documents(as amended and supplemented by this Deed and as may be further amended and supplemented from time to time); and(g)the Original Borrowers, the Original Hedge Guarantors, the Parent Guarantor and the Finance Parties agree to the accession by each AdditionalBorrower and each Additional Hedge Guarantor to the Amended and Restated Facility Agreement as a Borrower and as a Hedge Guarantor. 9 7SECURITYOn the Effective Date, each Original Borrower, each Original Hedge Guarantor and the Parent Guarantor confirms that:(a)any Security created by it under the Finance Documents to which it is a party extends to the obligations of the Transaction Obligors under theAmended and Restated Facility Agreement and the other Finance Documents (as amended and supplemented by this Deed and as may be furtheramended and supplemented from time to time);(b)the obligations of the Transaction Obligors arising under the Amended and Restated Facility Agreement and the other Finance Documents (asamended and supplemented by this Deed and as may be further amended and supplemented from time to time) are included in the Secured Liabilities;(c)the Security created pursuant to the Finance Documents continues in full force and effect on the terms of the respective Finance Documents (asamended and supplemented by this Deed and as may be further amended and supplemented from time to time); and(d)to the extent that this confirmation creates a new Security, such Security shall be on the terms of the Security Documents in respect of which thisconfirmation is given.8FURTHER ASSURANCESClause 23.24 (further assurance) of the Facility Agreement applies to this Deed as if it were expressly incorporated in this Deed with any necessarymodifications.9COSTS AND EXPENSESThe provisions of clause 16 (costs and expenses) of the Facility Agreement shall apply to this Deed as if they were expressly incorporated in thisDeed with any necessary modifications.10COMMUNICATIONS10.1GeneralThe provisions of clause 38 (notices) of the Amended and Restated Facility Agreement shall apply to this Deed as if they were expressly incorporatedin this Deed with any necessary modifications.11SUPPLEMENTAL11.1CounterpartsThis Deed may be executed in any number of counterparts.11.2Third party rightsA person who is not a party to this Deed has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of anyterm of this Deed. 10 12LAW AND JURISDICTION12.1Governing lawThis Deed and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with Englishlaw.12.2Incorporation of the Facility Agreement provisionsThe provisions of clauses 48 (governing law) and 49 (enforcement) of the Facility Agreement shall apply to this Deed as if they were expresslyincorporated in this Deed with any necessary modifications.12.3Process agentEach Obligor irrevocably appoint Saville & Co at their registered office for the time being, presently at One Carey Lane, London EC2V 8AE,England to act as its agent to receive and accept on its behalf any process or other document relating to any proceedings in the English Courts whichare connected with this Deed.This DEED has been duly executed by or on behalf of the parties hereto as a Deed and has, on the date stated at the beginning of this Deed, been delivered asa Deed. 11 SCHEDULE 1 CONDITIONS PRECEDENT 12 SCHEDULE 2EFFECTIVE DATE NOTICE 13 EXECUTION PAGESORIGINAL BORROWERS EXECUTED AS A DEED )by OLGA LAMBRIANIDOU)as attorney-in-fact )for and on behalf of/s/ Olga Lambrianidou)DEVOCEAN MARITIME LTD. )in the presence of: ) Witness' signature:/s/Ifigeneia Dafni Soldatou)Witness' name:Ifigeneia Dafni Soldatou)Witness' address:WATSON FARLEY & WILLIAMS) 348 SYNGROU AVENUE KALLITHEA 176 74 ATHENS - GREECE EXECUTED AS A DEED )by OLGA LAMBRIANIDOU)as attorney-in-fact )for and on behalf of/s/ Olga Lambrianidou)DOMINA MARITIME LTD. )in the presence of: ) Witness' signature:/s/Ifigeneia Dafni Soldatou)Witness' name:Ifigeneia Dafni Soldatou)Witness' address:WATSON FARLEY & WILLIAMS) 348 SYNGROU AVENUE KALLITHEA 176 74 ATHENS - GREECE EXECUTED AS A DEED )by OLGA LAMBRIANIDOU)as attorney-in-fact )for and on behalf of/s/ Olga Lambrianidou)DULAC MARITIME S.A. )in the presence of: ) Witness' signature:/s/Ifigeneia Dafni Soldatou)Witness' name:Ifigeneia Dafni Soldatou)Witness' address:WATSON FARLEY & WILLIAMS) 348 SYNGROU AVENUE KALLITHEA 176 74 ATHENS - GREECE 14 EXECUTED AS A DEED )by OLGA LAMBRIANIDOU) as attorney-in-fact ) for and on behalf of/s/ Olga Lambrianidou) ARTFUL SHIPHOLDING S.A. ) in the presence of: ) Witness' signature:/s/Ifigeneia Dafni Soldatou)Witness' name:Ifigeneia Dafni Soldatou)Witness' address:WATSON FARLEY & WILLIAMS) 348 SYNGROU AVENUE KALLITHEA 176 74 ATHENS - GREECE EXECUTED AS A DEED )by OLGA LAMBRIANIDOU) as attorney-in-fact ) for and on behalf of/s/ Olga Lambrianidou) SERENA MARITIME LIMITED ) in the presence of: ) Witness' signature:/s/Ifigeneia Dafni Soldatou)Witness' name:Ifigeneia Dafni Soldatou)Witness' address:WATSON FARLEY & WILLIAMS) 348 SYNGROU AVENUE KALLITHEA 176 74 ATHENS - GREECE EXECUTED AS A DEED )by OLGA LAMBRIANIDOU) as attorney-in-fact ) for and on behalf of/s/ Olga Lambrianidou) SALAMINIA MARITIME LIMITED ) in the presence of: ) Witness' signature:/s/Ifigeneia Dafni Soldatou)Witness' name:Ifigeneia Dafni Soldatou)Witness' address:WATSON FARLEY & WILLIAMS) 348 SYNGROU AVENUE KALLITHEA 176 74 ATHENS - GREECE 15 ADDITIONAL BORROWERS EXECUTED AS A DEED )by OLGA LAMBRIANIDOU) as attorney-in-fact ) for and on behalf of/s/ Olga Lambrianidou) ARGO MARITIME LIMITED ) in the presence of: ) Witness' signature:/s/Ifigeneia Dafni Soldatou)Witness' name:Ifigeneia Dafni Soldatou)Witness' address:WATSON FARLEY & WILLIAMS) 348 SYNGROU AVENUE KALLITHEA 176 74 ATHENS - GREECE EXECUTED AS A DEED )by OLGA LAMBRIANIDOU) as attorney-in-fact ) for and on behalf of/s/ Olga Lambrianidou) TALISMAN MARITIME LIMITED ) in the presence of: ) Witness' signature:/s/Ifigeneia Dafni Soldatou)Witness' name:Ifigeneia Dafni Soldatou)Witness' address:WATSON FARLEY & WILLIAMS) 348 SYNGROU AVENUE KALLITHEA 176 74 ATHENS - GREECE PARENT GUARANTOR EXECUTED AS A DEED )by OLGA LAMBRIANIDOU) as attorney-in-fact ) for and on behalf of/s/ Olga Lambrianidou) GLOBUS MARITIME LIMITED ) in the presence of: ) Witness' signature:/s/Ifigeneia Dafni Soldatou)Witness' name:Ifigeneia Dafni Soldatou)Witness' address:WATSON FARLEY & WILLIAMS) 348 SYNGROU AVENUE KALLITHEA 176 74 ATHENS - GREECE 16 HEDGE GUARANTORS EXECUTED AS A DEED )by OLGA LAMBRIANIDOU) as attorney-in-fact ) for and on behalf of/s/ Olga Lambrianidou) DEVOCEAN MARITIME LTD. ) in the presence of: ) Witness' signature:/s/Ifigeneia Dafni Soldatou)Witness' name:Ifigeneia Dafni Soldatou)Witness' address:WATSON FARLEY & WILLIAMS) 348 SYNGROU AVENUE KALLITHEA 176 74 ATHENS - GREECE EXECUTED AS A DEED )by OLGA LAMBRIANIDOU) as attorney-in-fact ) for and on behalf of/s/ Olga Lambrianidou) DOMINA MARITIME LTD. ) in the presence of: ) Witness' signature:/s/Ifigeneia Dafni Soldatou)Witness' name:Ifigeneia Dafni Soldatou)Witness' address:WATSON FARLEY & WILLIAMS) 348 SYNGROU AVENUE KALLITHEA 176 74 ATHENS - GREECE EXECUTED AS A DEED )by OLGA LAMBRIANIDOU) as attorney-in-fact ) for and on behalf of/s/ Olga Lambrianidou) DULAC MARITIME S.A. ) in the presence of: ) Witness' signature:/s/Ifigeneia Dafni Soldatou)Witness' name:Ifigeneia Dafni Soldatou)Witness' address:WATSON FARLEY & WILLIAMS) 348 SYNGROU AVENUE KALLITHEA 176 74 ATHENS - GREECE 17 EXECUTED AS A DEED )by OLGA LAMBRIANIDOU) as attorney-in-fact ) for and on behalf of/s/ Olga Lambrianidou) ARTFUL SHIPHOLDING S.A. ) in the presence of: ) Witness' signature:/s/Ifigeneia Dafni Soldatou)Witness' name:Ifigeneia Dafni Soldatou)Witness' address:WATSON FARLEY & WILLIAMS) 348 SYNGROU AVENUE KALLITHEA 176 74 ATHENS - GREECE EXECUTED AS A DEED )by OLGA LAMBRIANIDOU) as attorney-in-fact ) for and on behalf of/s/ Olga Lambrianidou) SERENA MARITIME LIMITED ) in the presence of: ) Witness' signature:/s/Ifigeneia Dafni Soldatou)Witness' name:Ifigeneia Dafni Soldatou)Witness' address:WATSON FARLEY & WILLIAMS) 348 SYNGROU AVENUE KALLITHEA 176 74 ATHENS - GREECE EXECUTED AS A DEED )by OLGA LAMBRIANIDOU) as attorney-in-fact ) for and on behalf of/s/ Olga Lambrianidou) SALAMINIA MARITIME LIMITED ) in the presence of: ) Witness' signature:/s/Ifigeneia Dafni Soldatou)Witness' name:Ifigeneia Dafni Soldatou)Witness' address:WATSON FARLEY & WILLIAMS) 348 SYNGROU AVENUE KALLITHEA 176 74 ATHENS - GREECE 18 ADDITIONAL HEDGE GUARANTORS EXECUTED AS A DEED )by OLGA LAMBRIANIDOU) as attorney-in-fact ) duly authorised for and on behalf of/s/ Olga Lambrianidou) ARGO MARITIME LIMITED ) in the presence of: ) Witness' signature:/s/Ifigeneia Dafni Soldatou)Witness' name:Ifigeneia Dafni Soldatou)Witness' address:WATSON FARLEY & WILLIAMS) 348 SYNGROU AVENUE KALLITHEA 176 74 ATHENS - GREECE EXECUTED AS A DEED )by OLGA LAMBRIANIDOU) as attorney-in-fact ) duly authorised for and on behalf of/s/ Olga Lambrianidou) TALISMAN MARITIME LIMITED ) in the presence of: ) Witness' signature:/s/Ifigeneia Dafni Soldatou)Witness' name:Ifigeneia Dafni Soldatou)Witness' address:WATSON FARLEY & WILLIAMS) 348 SYNGROU AVENUE KALLITHEA 176 74 ATHENS - GREECE ORIGINAL LENDERS EXECUTED AS A DEED )By Stavroula Giannopoulou) for and on behalf of/s/ Stavroula Giannopoulou) FIRST-CITIZENS BANK & TRUST COMPANY ) in the presence of: Witness' signature:/s/Ifigeneia Dafni Soldatou)Witness' name:Ifigeneia Dafni Soldatou)Witness' address:WATSON FARLEY & WILLIAMS) 348 SYNGROU AVENUE KALLITHEA 176 74 ATHENS - GREECE HEDGE COUNTERPARTIES EXECUTED AS A DEED )By Stavroula Giannopoulou) for and on behalf of/s/ Stavroula Giannopoulou) FIRST-CITIZENS BANK & TRUST COMPANY ) in the presence of: Witness' signature:/s/Ifigeneia Dafni Soldatou)Witness' name:Ifigeneia Dafni Soldatou)Witness' address:WATSON FARLEY & WILLIAMS) 348 SYNGROU AVENUE KALLITHEA 176 74 ATHENS - GREECE FACILITY AGENT EXECUTED AS A DEED )By Stavroula Giannopoulou) duly authorised for and on behalf of/s/ Stavroula Giannopoulou) FIRST-CITIZENS BANK & TRUST COMPANY ) in the presence of: Witness' signature:/s/Ifigeneia Dafni Soldatou)Witness' name:Ifigeneia Dafni Soldatou)Witness' address:WATSON FARLEY & WILLIAMS) 348 SYNGROU AVENUE KALLITHEA 176 74 ATHENS - GREECE SECURITY AGENT EXECUTED AS A DEED )By Stavroula Giannopoulou) for and on behalf of/s/ Stavroula Giannopoulou) FIRST-CITIZENS BANK & TRUST COMPANY ) in the presence of: Witness' signature:/s/Ifigeneia Dafni Soldatou)Witness' name:Ifigeneia Dafni Soldatou)Witness' address:WATSON FARLEY & WILLIAMS) 348 SYNGROU AVENUE KALLITHEA 176 74 ATHENS - GREECE 19 APPENDIX FORM OF AMENDED AND RESTATED FACILITY AGREEMENT COUNTERSIGNED this ____ day of ______________ 2023 for and on behalf of each of the following Transaction Obligors each of which, by its executionhereof, confirms and acknowledges that (i) it has read and understood the terms and conditions of this second deed of amendment and restatement (the"Second Deed of Amendment and Restatement"), (ii) it agrees in all respects to the same and that the Finance Documents to which it is a party shall remainin full force and effect and shall continue to stand as security for the obligations of the Borrowers under the Facility Agreement and the other FinanceDocuments (each as amended, supplemented and/or restated by the Second Deed of Amendment and Restatement) and (iii) to the extent that this confirmationcreates any new Security, such Security shall be on the terms of the Finance Documents in respect of which this confirmation is given. ______________________________ for and on behalf ofGLOBUS SHIPMANAGEMENT CORP.as Approved Manager 7 May 2021Up to $52,250,00077,250,000TERM LOAN FACILITYDEVOCEAN MARITIME LTD.DOMINA MARITIME LTD.DULAC MARITIME S.A.ARTFUL SHIPHOLDING S.A.LONGEVITY MARITIME LIMITEDSERENA MARITIME LIMITEDSALAMINIA MARITIME LIMITEDARGO MARITIME LIMITEDTALISMAN MARITIME LIMITEDas joint and several Borrowersand Hedge GuarantorsGLOBUS MARITIME LIMITEDas Parent GuarantorFIRST-CITIZENS BANK & TRUST COMPANYas Facility AgentandFIRST-CITIZENS BANK & TRUST COMPANYas Security AgentFACILITY AGREEMENTas amended and restated by a Deed of Accession, Amendment and Restatement dated ____ 5 August 2022 and as further amended and restated by a SecondDeed of Accession, Amendment and Restatement dated _________________ 2023relating to (i) a facility of up to US$34,250,000 for the refinancing ofm.vs. "RIVER GLOBE","SKY GLOBE", "STAR GLOBE", "MOON GLOBE", "SUN GLOBE", "GALAXY GLOBE" and , (ii) a top-up facility of up toUS$18,000,000 for the financing of m.v. "ORION GLOBE" and (iii) a second top-up facility of up to US$25,000,000 for the financing of m.vs. "DIAMONDGLOBE" and "POWER GLOBE" 1 IndexClause Page Section 1 Interpretation 341 Definitions and Interpretation 34Section 2 The Facility 36382 The Facility 36383 Purpose 37394 Conditions of Utilisation 3739Section 3 Utilisation 39415 Utilisation 3941Section 4 Repayment, Prepayment and Cancellation 41446 Repayment 41447 Prepayment and Cancellation 4347Section 5 Costs of Utilisation 47518 Interest 47519 Interest Periods 505410 Changes to the Calculation of Interest 505411 Fees 5155Section 6 Additional Payment Obligations 535712 Tax Gross Up and Indemnities 535713 Increased Costs 586214 Other Indemnities 596315 Mitigation by the Finance Parties 626616 Costs and Expenses 6367Section 7 Guarantees and Joint and Several Liability of Borrowers 646817 Guarantee and Indemnity – Parent Guarantor 646818 Joint and Several Liability of the Borrowers 677119 Guarantee and Indemnity – Hedge Guarantors 6872Section 8 Representations, Undertakings and Events of Default 737720 Representations 737721 Information Undertakings 808422 Financial Covenants 858923 General Undertakings 899324 General Ship Undertakings 9810225 Loan to value ratio 10410826 Accounts, application of Earnings and Hedge Receipts 10611027 Insurance Undertakings 10711228 Events of Default 113117Section 9 Changes to Parties 11812329 Changes to the Lenders 11812330 Changes to the Transaction Obligors 123128Section 10 The Finance Parties 12513031 The Facility Agent 12513032 The Security Agent 13514033 Conduct of Business by the Finance Parties 15115634 Sharing among the Finance Parties 151156Section 11 Administration 15315835 Payment Mechanics 15315836 Set-Off 15616137 Bail-In 15716238 Notices 15716239 Calculations and Certificates 15916440 Partial Invalidity 16016541 Remedies and Waivers 16016542 Entire Agreement 16016543 Settlement or Discharge Conditional 16016544 Irrevocable Payment 16016545 Amendments and Waivers 161166 46 Confidential Information 16717247 Counterparts 171176Section 12 Governing Law and Enforcement 17217748 Governing Law 17217749 Enforcement 17217750 Patriot Act Notice 172177 Schedules Schedule 1 The Parties 174179Part A The Obligors 174179Part B The Original Lenders 178183Part C The Servicing Parties 179184Schedule 2 Conditions Precedent 180185Part A Conditions Precedent to initial Utilisation Request180185Part B Conditions Precedent to Utilisation request in respect of a tranche 183188Part C (Conditions Subsequent) 185190Schedule 3 Utilisation Request 186191Schedule 4 Form of Transfer Certificate 189194Schedule 5 Form of Assignment Agreement 191196Schedule 6 Form of Compliance Certificate 194199Appendix A to Compliance Certificate Distributions 196201Appendix B Dry Docking Reserves Certificate 197202Schedule 7 Dry Docking and Special Reserves Table "Maintenance Reserve Amount" 198203Schedule 8 Form of DCSR Certificate Debt Service Cover Ratio 199204Schedule 9 Details of the Ships 200205Schedule 10 Timetables 202207Execution Execution Pages 203208 THIS AGREEMENT is made on 7 May 2021 and as amended and restated on ____ August 2022 the Effective Date by the Deed of Accession, Amendmentand Restatement and as further amended and restated on the Second Effective Date by the Second Deed of Accession, Amendment and RestatementPARTIES(1)DEVOCEAN MARITIME LTD., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust CompanyComplex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as borrower (the "Borrower A")(2)DOMINA MARITIME LTD., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust CompanyComplex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as borrower (the "Borrower B")(3)DULAC MARITIME S.A., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust CompanyComplex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as borrower (the "Borrower C")(4)ARTFUL SHIPHOLDING S.A., a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust CompanyComplex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as borrower (the "Borrower D")(5)LONGEVITY MARITIME LIMITED, a company incorporated in Malta, with registration number C-53023 having its registered office at 18/2 SouthStreet, Valleta VLT 1102, Malta (the "Borrower E")(5)(6)SERENA MARITIME LIMITED, a corporation incorporated in the Republic of the Marshall Islands whose registered address is at TrustCompany Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as borrower ("Borrower F")(6)(7)SALAMINIA MARITIME LIMITED, a corporation incorporated in the Republic of the Marshall Islands whose registered address is at TrustCompany Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as borrower ("Borrower G")(7)ARGO MARITIME LIMITED, a corporation incorporated in the Republic of the Marshall Islands whose registered address is at Trust CompanyComplex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as borrower ("Borrower H")(8)TALISMAN MARITIME LIMITED, a corporation incorporated in the Republic of the Marshall Islands whose registered address is at TrustCompany Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands as borrower ("Borrower I")(9)(8)GLOBUS MARITIME LIMITED, a corporation duly domesticated in the Republic of the Marshall Islands whose registered address is at TrustCompany Complex, Ajeltake Road, Ajeltake Island, MH96960, Majuro, Marshall Islands and whose common shares are currently listed on the"Nasdaq Capital Market" under the trading symbol "GLBS" as guarantor (the "Parent Guarantor")(10)(9)THE COMPANIES listed in Part A of Schedule 1 (The Parties) as hedge guarantors (the "Hedge Guarantors")(11)(10)THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as lenders (the "Original Lenders") 1 (12)(11)THE FINANCIAL INSTITUTIONS listed in Part B of Schedule 1 (The Parties) as hedge counterparties (the "Hedge Counterparties")(13)(12)First-Citizens Bank & Trust Company, as agent of the other Finance Parties (the "Facility Agent")(14)(13)First-Citizens Bank & Trust Company, as security agent for the Secured Parties (the "Security Agent")BACKGROUND(A)By a facility agreement dated 7 May 2021, the Lenders made available to , inter alia, the Original Borrowers a secured term loan facility, in sixTranches, in an aggregate amount of up to the lesser of (i) $34,250,000 and (ii) 52.5 per cent. of the aggregate of the Initial Market Value of Ship A,Ship B, Ship C, Ship D, Ship E and Ship F the Original Ships for the purposes of refinancing the Existing Indebtedness secured on Ship A, Ship B,Ship C, Ship D and Ship E and financing the Market Value of Ship F.(B)The Lenders have already advanced to the Original Borrowers the amount of $34,250,000 of which an amount of $29,250,000 is outstanding at the date ofthis Agreement.(B)(C)By the Deed of Accession, Amendment and Restatement, the Finance Parties agreed to certain amendments to this Agreement and the otherFinance Documents, including but not limited to the following:(i)Borrower G acceding to this Agreement as additional borrower;(ii)the increase of the loan facility from $34,250,000 to $52,250,000 in an amount of up to the lesser of (i) $18,000,000 and (ii) 62.5 per cent. ofthe Initial Market Value of Ship G to be made available to the Borrowers in one additional Tranche for the purpose of financing Ship G byTranche G as well as for general corporate and working capital purposes of the Obligors; and(iii)amending the repayment terms of the Loan.(C)The Lenders have already advanced to the Original Borrowers and Borrower G the amount of $52,250,000 of which an amount of $37,450,757.58 isoutstanding at the Second Effective Date.(D)By a deed of release dated 10 May 2023 (the "Deed of Release"), the Security Agent released, among others, all the Released Assets (as defined inthe Deed of Release) from the Security created in its favour by Longevity Maritime Limited a company incorporated in Malta (the "ReleasedBorrower E"), including the Mortgage registered on m.v. SUN GLOBE.(E)By the Second Deed of Accession, Amendment and Restatement, the Finance Parties agreed to certain amendments to this Agreement and the otherFinance Documents, including but not limited to the following:(i)Borrower H and Borrower I acceding to this Agreement as additional borrowers; and(ii)the increase of the loan facility from $52,250,000 to $77,250,000 in an amount of up to the lesser of (i) $25,000,000 and (ii) 55 per cent. ofthe aggregate Initial Market Value of Ship H and Ship I to be made available to the Borrowers in two additional Tranches for the purpose offinancing Ship H by Tranche H and Ship I by Tranche I. 2 (F)(D)The Hedge Counterparties have agreed to enter into interest rate swap transactions with the Borrowers from time to time to hedge the Borrowers'exposure under this Agreement to interest rate fluctuations.(G)(E)This Agreement sets out the terms and conditions of the facility agreement as amended and restated by the Deed of Accession, Amendment andRestatement and as further amended and restated by the Second Deed of Accession, Amendment and Restatement.OPERATIVE PROVISIONS 3 SECTION 1 INTERPRETATION1DEFINITIONS AND INTERPRETATION1.1DefinitionsIn this Agreement:"1992 ISDA Master Agreement" means the Master Agreement (Multicurrency - Cross Border) as published by the International Swaps andDerivatives Association, Inc."2002 ISDA Master Agreement" means the 2002 Master Agreement as published by the International Swaps and Derivatives Association, Inc."Account Bank" means CIT Bank, a division of First-Citizens Bank & Trust Company, acting through its office at 75 N. Fair Oaks Ave., Pasadena,California 91103, United States of America or any replacement bank or other financial institution as may be approved by the Facility Agent actingwith the authorisation of the Lenders."Accounts" means the Earnings Accounts, the Maintenance Reserve Accounts and the Cash Reserve Account."Account Security" means a document creating Security over any Account in agreed form, as amended and supplemented by any relevant AccountSecurity Confirmation."Account Security Confirmation" means the security confirmation agreement dated on or about the Effective Date :(a)the security confirmation agreement dated on or about the Effective Date; and(b)the security confirmation agreement dated on or about the Second Effective Date,relating to Account Security governed by Swiss law."Adjusted Term SOFR" means the percentage rate per annum which is the aggregate of the applicable:(a)Reference Rate; and(b)Term SOFR Adjustment,and if the aggregate of that Reference Rate and the applicable Term SOFR Adjustment is less than zero, the Adjusted Term SOFR shall be deemed tobe zero."Advance" means a borrowing of all or part of the Facility under this Agreement."Affiliate" means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that HoldingCompany."Approved Brokers" means any firm or firms of insurance brokers approved in writing by the Facility Agent, acting with the authorisation of theLenders (such approval not to be unreasonably withheld). 4 "Approved Classification" means, in relation to a an Original Ship, as at the date of this Agreement, in relation to Ship G as at the Effective Date andin relation to Ship H and Ship I as at the Second Effective Date, the classification in relation to that Ship specified in Schedule 9 (Details of the Ships)with the relevant Approved Classification Society or any other classification approved in writing by the Facility Agent acting with the authorisationof the Lenders."Approved Classification Society" means, in relation to a an Original Ship, as at the date of this Agreement, in relation to Ship G as at the EffectiveDate and in relation to Ship H and Ship I as at the Second Effective Date, the classification society in relation to that Ship specified in Schedule 9(Details of the Ships) or any other classification society approved in writing by the Facility Agent acting with the authorisation of the Lenders."Approved Commercial Manager" means, in relation to a an Original Ship, as at the date of this Agreement, in relation to Ship G as at the EffectiveDate and in relation to Ship H and Ship I as at the Second Effective Date, the manager specified as the approved commercial manager in relation tothat Ship in Schedule 9 (Details of the Ships) or any other person (including any commercial ship management company controlled by the DisclosedPersons) approved in writing by the Facility Agent acting with the authorisation of the Lenders as the commercial manager of that Ship, suchapproval not to be unreasonably withheld."Approved Flag" means, in relation to a Ship, Marshall Islands, Malta and such other flag approved in writing by the Facility Agent acting with theauthorisation of the Lenders, such approval not to be unreasonably withheld."Approved Manager" means, in relation to a Ship, the Approved Commercial Manager or the Approved Technical Manager of that Ship."Approved Technical Manager" means, in relation to a an Original Ship, as at the date of this Agreement, in relation to Ship G as at the EffectiveDate and in relation to Ship H and Ship I as at the Second Effective Date, the manager specified as the approved technical manager in relation to thatShip in Schedule 9 (Details of the Ships) or any other person (including any technical ship management company controlled by the DisclosedPersons) approved in writing by the Facility Agent acting with the authorisation of the Lenders as the technical manager of that Ship, such approvalnot to be unreasonably withheld."Approved Valuer" means Clarksons Platou, Arrow Shipbrokers, Maersk Broker K/S (or any Affiliate of such person through which valuations arecommonly issued) and any other firm or firms of independent sale and purchase shipbrokers approved in writing by the Facility Agent, acting withthe authorisation of the Lenders, such approval not to be unreasonably withheld."Article 55 BRRD" means Article 55 of Directive 2014/59/EU establishing a framework for the recovery and resolution of credit institutions andinvestment firms."Assignment Agreement" means an agreement substantially in the form set out in Schedule 5 (Form of Assignment Agreement) or any other formagreed between the relevant assignor and assignee."Authorisation" means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation, legalisation or registration. 5 "Availability Period" means: (a)in relation to an Original Tranche, the period from and including the date of this Agreement to and including 30 May 2021;and(b)in relation to Tranche G, the period commencing on the Effective Date and ending on 10 August 2022.; and(c)in relation to Tranche H and Tranche I, the period commencing on the Second Effective Date and ending on 18 August 2023."Available Commitment" means a Lender's Commitment minus:(a)the amount of its participation in the outstanding Loan; and(b)in relation to any proposed Utilisation, the amount of its participation in the Loan that is due to be made on or before the proposed UtilisationDate."Available Facility" means the aggregate for the time being of each Lender's Available Commitment."Bail-In Action" means the exercise of any Write-down and Conversion Powers."Bail-In Legislation" means:(a)in relation to an EEA Member Country which has implemented, or which at any time implements, Article 55 BRRD, the relevantimplementing law or regulation as described in the EU Bail-In Legislation Schedule from time to time;(b)in relation to any state other than such an EEA Member Country and the United Kingdom, any analogous law or regulation from time totime which requires contractual recognition of any Write-down and Conversion Powers contained in that law or regulation; and(c)in relation to the United Kingdom, the UK Bail-In Legislation."Balloon Instalment" means each of Balloon Instalment A, Balloon Instalment B, Balloon Instalment C, Balloon Instalment D, Balloon InstalmentEF, Balloon Instalment F and G, Balloon Instalment GH or Balloon Instalment I."Base Rate" means for any day a fluctuating rate per annum equal to the highest of:(a)the Federal Funds Rate plus half of one per cent; or(b)the rate of interest in effect for such day as publicly announced from time to time by JPMorgan Chase Bank, N.A. as its "prime rate" in effectfor such day.The Base Rate is not necessarily the lowest rate of interest charged by Lenders in connection with extensions of credit. Any change in the Base Ratedue to a change in the "prime rate" announced by JPMorgan Chase Bank, N.A. or the Federal Funds Rate shall be effective from and including theeffective date of such change in the "prime rate" announced by JPMorgan Chase Bank, N.A. or the Federal Funds Rate respectively. For theavoidance of doubt, the Base Rate will in no event be less than zero per cent. per annum. 6 "Borrower" means an Original Borrower A, Borrower B, Borrower C, Borrower D, Borrower EG, Borrower F H or Borrower GI."Break Costs" means the amount (if any) by which:(a)the interest (excluding the Margin) which a Lender should have received for the period from the date of receipt of all or any part of itsparticipation in the Loan or an Unpaid Sum to the last day of the current Interest Period in relation to the Loan, the relevant part of the Loanor that Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period;exceeds(b)the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it ondeposit with a leading bank for a period starting on the Business Day following receipt or recovery and ending on the last day of the currentInterest Period."Business Day" means a day (other than a Saturday or Sunday) on which banks are open for general business in London, New York, Switzerland,Athens and includes in relation to the fixing of an interest rate, a day which is a US Government Securities Business Day."BWTS" means, in respect of each Ship, the ballast water treatment system."Cash Reserve Account" means:(a)an account in the name of the Parent Guarantor with the Account Bank designated "Cash Reserve Account";(b)any other account in the name of the Parent Guarantor with the Account Bank which may, with the prior written consent of the FacilityAgent, be opened in the place of the account referred to in paragraph (a) above, irrespective of the number or designation of suchreplacement account; or(c)any sub-account of any account referred to in paragraphs (a) or (b) above."Charter" means, in relation to a Ship, any charter relating to that Ship, or other contract for its employment, whether or not already in existence."Charter Guarantee" means any guarantee, bond, letter of credit or other instrument (whether or not already issued) supporting a Charter."Code" means the US Internal Revenue Code of 1986."Commercial Management Agreement" means the agreement entered into between a Borrower and the Approved Commercial Manager regardingthe commercial management of a Ship."Commitment" means:(a)in relation to an Original Lender, the amount set opposite its name under the heading "Commitment" in Part B of Schedule 1 (The Parties)and the amount of any other Commitment transferred to it under this Agreement; and 7 (b)in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement, to the extent not cancelled, reduced ortransferred by it under this Agreement."Commodity Exchange Act" means the Commodity Exchange Act (7 U.S.C. §1 et seq.) and any successor statute."Compliance Certificate" means a certificate in the form set out in Schedule 6 (Form of Compliance Certificate) or in any other form agreedbetween the Parent Guarantor and the Facility Agent."Confidential Information" means all information relating to any Transaction Obligor, the Group, the Finance Documents or the Facility of which aFinance Party becomes aware in its capacity as, or for the purpose of becoming, a Finance Party or which is received by a Finance Party in relation to,or for the purpose of becoming a Finance Party under, the Finance Documents or the Facility from either:(a)any member of the Group or any of its advisers; or(b)another Finance Party, if the information was obtained by that Finance Party directly or indirectly from any member of the Group or any ofits advisers,in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recordinginformation which contains or is derived or copied from such information but excludes information that:(A)is or becomes public information other than as a direct or indirect result of any breach by that Finance Party of Clause 46(Confidential Information); or(B)is identified in writing at the time of delivery as non-confidential by any member of the Group or any of its advisers; or(C)is known by that Finance Party before the date the information is disclosed to it in accordance with paragraphs (a) or (b)above or is lawfully obtained by that Finance Party after that date, from a source which is, as far as that Finance Party isaware, unconnected with the Group and which, in either case, as far as that Finance Party is aware, has not been obtainedin breach of, and is not otherwise subject to, any obligation of confidentiality; and"Confidentiality Undertaking" means a confidentiality undertaking in substantially the appropriate form recommended by the LMA from time totime or in any other form agreed between the Borrowers and the Facility Agent."Consolidated Funded Debt" has the meaning given to it in Clause 22.1 (Definitions)."Corresponding Debt" means any amount, other than any Parallel Debt, which an Obligor owes to a Secured Party under or in connection with theFinance Documents."Cure Option" has the meaning given to it in Clause 22.5 (Debt Service Coverage Ratio). 8 "Debt Service" has the meaning given to it in Clause 22.1 (Definitions)."Debt Service Coverage ratio" has the meaning given to it in Clause 22.1 (Definitions)."Deed of Accession, Amendment and Restatement" means the deed of accession, amendment and restatement dated ___ August 2022 and madebetween, amongst others, (i) the Original Borrowers, (ii) Borrower G, (iii) the Original Lenders, (iii(iv) the Facility Agent and (ivv) the SecurityAgent, amending and restating this Agreement."Deed of Covenant" means, in relation to a Ship and if applicable to the Approved Flag of that Ship, the deed of covenant collateral to the Mortgageover that Ship and creating Security over that Ship and, in relation to Ship E, as amended and supplemented by the each Supplemental Deed ofCovenants."Deed of Release" means a deed releasing the Existing Security in a form acceptable to the Facility Agent."Default" means an Event of Default or a Potential Event of Default."Delegate" means any delegate, agent, attorney or co-trustee appointed by the Security Agent."Deposit Cure Amount" has the meaning given to it in Clause 22.5 (Debt Service Coverage Ratio)."Disclosure Letter" means any letter identifying the Disclosed Persons to be executed by each Borrower and the Parent Guarantor and acknowledgedby the Security Agent."Disclosed Persons" means any of:(a)the person disclosed in the Disclosure Letter as being the individual having control of the Parent Guarantor as at the date of this Agreement;(b)any affiliated entity of the individual described in paragraph (a); and(c)the immediate family members of the individual described in paragraph (a) as identified in the Disclosure Letter."Distribution" has the meaning given to it in Clause 23.18 (Dividends)."Disruption Event" means either or both of:(a)a material disruption to those payment or communications systems or to those financial markets which are, in each case, required to operatein order for payments to be made in connection with the Facility (or otherwise in order for the transactions contemplated by the FinanceDocuments to be carried out) which disruption is not caused by, and is beyond the control of, any of the Parties or, if applicable, anyTransaction Obligor; or(b)the occurrence of any other event which results in a disruption (of a technical or systems-related nature) to the treasury or paymentsoperations of a Party or, if applicable, any Transaction Obligor preventing that, or any other, Party or, if applicable, any Transaction Obligor: 9 (i)from performing its payment obligations under the Finance Documents; or(ii)from communicating with other Parties or, if applicable, any Transaction Obligor in accordance with the terms of the FinanceDocuments,and which (in either such case) is not caused by, and is beyond the control of, the Party or, if applicable, any Transaction Obligor whose operationsare disrupted."Document of Compliance" has the meaning given to it in the ISM Code."dollars" and "$" mean the lawful currency, for the time being, of the United States of America."Dry Docking and Special Survey Fees" has the meaning given to it in Clause 26.3 (Dry Docking and Special Survey Reserves)."DSCR Certificate" means a certificate in the form set out in Schedule 8 (Form of DCSR Certificate Debt Service Cover Ratio) or in any other formagreed between the Parent Guarantor and the Facility Agent."DSCR Testing Date" has the meaning given to it in Clause 22.1 (Definitions)."Earnings" means, in relation to a Ship, all moneys whatsoever which are now, or later become, payable (actually or contingently) to a Borrower orthe Security Agent and which arise out of or in connection with or relate to the use or operation of that Ship, including (but not limited to):(a)the following, save to the extent that any of them is, with the prior written consent of the Facility Agent, pooled or shared with any otherperson:(i)all freight, hire and passage moneys including, without limitation, all moneys payable under, arising out of or in connection with aCharter or a Charter Guarantee;(ii)the proceeds of the exercise of any lien on sub-freights;(iii)compensation payable to a Borrower or the Security Agent in the event of requisition of that Ship for hire or use;(iv)remuneration for salvage and towage services;(v)demurrage and detention moneys;(vi)without prejudice to the generality of sub-paragraph (i) above, damages for breach (or payments for variation or termination) of anycharterparty or other contract for the employment of that Ship;(vii)all moneys which are at any time payable under any Insurances in relation to loss of hire (if any);(viii)all monies which are at any time payable to a Borrower in relation to general average contribution; and(b)if and whenever that Ship is employed on terms whereby any moneys falling within sub-paragraphs (i) to (viii) of paragraph (a) above arepooled or shared with any other person, that proportion of the net receipts of the relevant pooling or sharing arrangement which isattributable to that Ship. 10 "Earnings Account" means, in relation to a Borrower:(a)an account in the name of that Borrower with the relevant Earnings Account Bank designated "Earnings Account";(b)any other account in the name of that Borrower with the relevant Earnings Account Bank which may, with the prior written consent of theFacility Agent, be opened in the place of the account referred to in paragraph (a) above, irrespective of the number or designation of suchreplacement account; or(c)any sub-account of any account referred to in paragraphs (a) or (b) above."Earnings Account Bank" means:(a)in relation to the Earnings Account of a Borrower (other than Borrower G) Credit Suisse AG acting through its office at Paradeplatz 8, 8001Zurich Switzerland or any replacement bank or other financial institution as may be approved by the Facility Agent acting with theauthorisation of the Majority Lenders; and(b)in relation to the Earnings Account of Borrower G, the Account Bank."EBITDA" has the meaning given to it in Clause 22.1 (Definitions)."EEA Member Country" means any member state of the European Union, Iceland, Liechtenstein and Norway."Effective Date" has the meaning given to the term "Effective Date" in the Deed of Accession, Amendment and Restatement."Environmental Approval" means any present or future permit, ruling, variance or other Authorisation required under Environmental Law."Environmental Claim" means any claim by any governmental, judicial or regulatory authority or any other person which arises out of anEnvironmental Incident or which relates to any Environmental Law and, for this purpose, "claim" includes a claim for damages, compensation,contribution, injury, fines, losses and penalties or any other payment of any kind, including in relation to clean-up and removal, whether or not similarto the foregoing; an order or direction to take, or not to take, certain action or to desist from or suspend certain action; and any form of enforcement orregulatory action, including the arrest or attachment of any asset."Environmental Incident" means:(a)any release, emission, spill or discharge of Environmentally Sensitive Material whether within a Ship or from a Ship into any other vessel orinto or upon the air, water, land or soils (including the seabed) or surface water; or(b)any incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land or soils(including the seabed) or surface water from a vessel other than any Ship and which involves a collision between any Ship and such othervessel or some other incident of navigation or operation, in either case, in connection with which a Ship is actually or potentially liable to bearrested, attached, detained or injuncted and/or a Ship and/or any Transaction Obligor and/or any operator or manager of a Ship is at fault orotherwise liable to any legal or administrative action; or 11 (c)any other incident in which Environmentally Sensitive Material is released, emitted, spilled or discharged into or upon the air, water, land orsoils (including the seabed) or surface water otherwise than from a Ship and in connection with which a Ship is actually or potentially liableto be arrested and/or where any Transaction Obligor and/or any operator or manager of a Ship is at fault or otherwise liable to any legal oradministrative action."Environmental Law" means any present or future law relating to pollution or protection of human health or the environment, to conditions in theworkplace, to the carriage, generation, handling, storage, use, release or spillage of Environmentally Sensitive Material or to actual or threatenedreleases of Environmentally Sensitive Material."Environmentally Sensitive Material" means and includes all contaminants, oil, oil products, toxic substances and any other substance (includingany chemical, gas or other hazardous or noxious substance) which is (or is capable of being or becoming) polluting, toxic or hazardous."ERISA" means the Employee Retirement Income Security Act of 1974, as amended, and any successor thereto."ERISA Affiliate" means each person (and defined in Section 3(9) of ERISA) which together with any Transaction Obligor would be deemed to be a"single employer" within the meaning of Section 414(b), (c), (m) or (o) of the Code"EU Bail-In Legislation Schedule" means the document described as such and published by the LMA from time to time."Event of Default" means any event or circumstance specified as such in Clause 28 (Events of Default)."Excluded Hedging Obligation" means, with respect to an Obligor, any Hedging Obligation if, and to the extent that, all or a portion of theguarantee of such Obligor of, or the grant by such Obligor of a security interest to secure, such Hedging Obligation (or any guarantee thereof) is orbecomes illegal under the Commodity Exchange Act or any rule, regulation or order of the Commodity Futures Trading Commission (or theapplication or official interpretation of any thereof) by virtue of such Obligor's failure for any reason to constitute an "eligible contract participant" asdefined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Obligor or the grant of such security interestbecomes effective with respect to such related Hedging Obligation, provided that if a Hedging Obligation arises under a Hedging Agreementgoverning more than one swap, such exclusion shall apply only to the portion of such Hedging Obligation that is attributable to swaps for which suchguarantee or security interest is or becomes illegal."Existing Facility Agent" means Lucid Agency Services Limited of 6th Floor, No 1 Building 1-5 London Wall Buildings, London Wall, London,United Kingdom, EC2M 5PG."Existing Facility Agreement" means the facility agreement dated 24 June 2019 (as amended, restated and supplemented from time to time) andentered into between, amongst others, (i) Borrower A, Borrower B, Borrower C, Borrower D and Released Borrower E as borrowers, (ii) the ParentGuarantor (iii) the financial institutions listed therein as lenders and (iv) the Existing Facility Agent. 12 "Existing Indebtedness" means, at any date, the outstanding Financial Indebtedness of the Borrowers on that date under the Existing FacilityAgreement."Existing Security" means any Security created to secure the Existing Indebtedness."Facility" means the term loan facility made available under this Agreement as described in Clause 2 (The Facility)."Facility Office" means the office or offices notified by a Lender to the Facility Agent in writing on or before the date it becomes a Lender (or,following that date, by not less than 5 Business Days' written notice) as the office or offices through which it will perform its obligations under thisAgreement."FATCA" means:(a)sections 1471 to 1474 of the Code or any associated regulations;(b)any treaty, law or regulation of any other jurisdiction, or relating to an intergovernmental agreement between the US and any otherjurisdiction, which (in either case) facilitates the implementation of any law or regulation referred to in paragraph (a) above; or(c)any agreement pursuant to the implementation of any treaty, law or regulation referred to in paragraphs (a) or (b) above with the US InternalRevenue Service, the US government or any governmental or taxation authority in any other jurisdiction."FATCA Application Date" means:(a)in relation to a "withholdable payment" described in section 1473(1)(A)(i) of the Code (which relates to payments of interest and certainother payments from sources within the US), 1 July 2014; or(b)in relation to a "passthru payment" described in section 1471(d)(7) of the Code not falling within paragraph (a) above, the first date fromwhich such payment may become subject to a deduction or withholding required by FATCA."FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA."FATCA Exempt Party" means a Party that is entitled to receive payments free from any FATCA Deduction."Federal Funds Rate" means, for any day, the greater of:(a)the rate calculated by the Federal Reserve Bank of New York based on such day's Federal funds transactions by depositary institutions (asdetermined in such manner as the Federal Reserve Bank of New York shall set forth on its public website from time to time) and publishedon the next succeeding Business Day by the Federal Reserve Bank of New York as the Federal funds effective rate; and 13 (b)zero per cent. "Fee Letter" means any letter or letters dated on or about the date of this Agreement and/or the date of the Deed of Accession, Amendment andRestatement between any of the Facility Agent and the Security Agent and any Obligor setting out any of the fees referred to in Clause 11 (Fees)."Final Cure Date" has the meaning given to it in Clause 22.5 (Debt Service Coverage Ratio)."Fiscal Quarter" means any of the quarterly accounting periods ending on March 31, June 30, September 30 and December 31 of each year."Finance Document" means:(a)this Agreement;(b)the Deed of Accession, Amendment and Restatement;(c)the Second Deed of Accession, Amendment and Restatement;(d)(c)any Utilisation Request;(e)(d)any Disclosure Letter;(f)(e)any Security Document;(g)(f)any Hedging Agreement;(h)(g)any Manager's Undertaking;(i)(h)any Subordination Agreement;(j)(i)any other document which is executed for the purpose of establishing any priority or subordination arrangement in relation to the SecuredLiabilities; or(k)(j)any other document designated as such by the Facility Agent and the Borrowers."Finance Party" means the Facility Agent, the Security Agent, a Lender or a Hedge Counterparty."Financial Indebtedness" means any indebtedness for or in relation to:(a)moneys borrowed;(b)any amount raised by acceptance under any acceptance credit facility or dematerialised equivalent;(c)any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;(d)the amount of any liability in relation to any finance lease or hire purchase contract which would, in accordance with GAAP, be treated as abalance sheet liability (other than any liability in respect of a lease or hire purchase contract which would, in accordance with GAAP to be inforce prior to 1 January 2019) (for the avoidance of doubt operating leases are not considered as Financial Indebtedness); 14 (e)receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);(f)any amount raised under any other transaction (including any forward sale or purchase agreement) of a type not referred to in any otherparagraph of this definition having the commercial effect of a borrowing;(g)any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, whencalculating the value of any derivative transaction, only the marked to market value (or, if any actual amount is due as a result of thetermination or close-out of that derivative transaction, that amount) shall be taken into account);(h)any counter-indemnity obligation in relation to a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrumentissued by a bank or financial institution; and(i)the amount of any liability in relation to any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above."GAAP" means international financial reporting standards as issued by the International Accounting Standards Board including IFRS."General Assignment" means, in relation to a Ship, the general assignment creating Security over that Ship's Earnings, its Insurances and anyRequisition Compensation in relation to that Ship in agreed form and, in relation to each Original Ship, as amended and supplemented by the relevantSupplemental General Assignment."Greek Accounts" means, the accounts with Eurobank Ergasias SA:(a)in relation to Borrower A, with account numbers:(i)0026.0029.27.0200695604 (Euro account); and(ii)0026.0029.22.1200536753 ($ account);(b)in relation to Borrower C, with account numbers:(i)0026.0029.21.0200695531(Euro (Euro account); and(ii)0026.0029.25.1200536665 ($ account).(c)in relation to Borrower F, with account numbers:(i)0026.0029.24.0200750341 (euro Euro account) and(ii)0026.0029.25.1200619380 ($ account)."Group" means the Parent Guarantor and its Subsidiaries for the time being."Group Vessel" has the meaning given to it in Clause 22.1 (Definitions). 15 "Hedge Counterparty Guarantee" means any guarantee in agreed form entered into or to be entered into in favour of a Borrower for the purpose ofguaranteeing the obligations owed by a Hedge Counterparty to that Borrower under a Hedging Agreement."Hedge Counterparty Guarantor" means any person who provides a Hedge Counterparty Guarantee."Hedge Receipts" means all moneys whatsoever which are now, or later become, payable (actually or contingently) to a Borrower or the SecurityAgent by a Hedge Counterparty or a Hedge Counterparty Guarantor under a Hedging Agreement or a Hedge Counterparty Guarantee."Hedging Agreement" means any master agreement, confirmation, transaction, schedule or other agreement in agreed form entered into or to beentered into by a Borrower for the purpose of hedging interest payable under this Agreement."Hedging Agreement Security" means, in relation to a Borrower, a hedging agreement security creating Security over that Borrower's rights andinterests in any Hedging Agreement and any Hedge Counterparty Guarantee, in agreed form and, in relation to each Original Borrower, as amendedand supplemented by the relevant Supplemental Hedging Agreement Security."Hedging Obligation" means, with respect to an Obligor, any obligation to pay or perform under any agreement, contract or transaction thatconstitutes a "swap" within the meaning of section 1a(47) of the Commodity Exchange Act."Hedging Prepayment Proceeds" means any Hedge Receipts arising as a result of termination or closing out under a Hedging Agreement."Historic Term SOFR" means, in relation to the Loan or any part of the Loan, the most recent applicable Term SOFR for a period equal in length tothe Interest Period of the Loan or that part of the Loan and which is as of a day which is no more than three US Government Securities Business Daysbefore the Quotation Day."Holding Company" means, in relation to a person, any other person in relation to which it is a Subsidiary."IFRS" means international accounting standards within the meaning of the IAS Regulation 1606/2002 to the extent applicable to the relevantfinancial statements."Indemnified Person" has the meaning given to it in Clause 14.2 (Other indemnities)."Initial Market Value" means, in relation to a Ship, the Market Value of that Ship determined pursuant to paragraph 3.5 of Part B of Schedule 2(Conditions Precedent)."Interest expense" has the meaning given to it in Clause 22.1 (Definitions)."Insurances" means, in relation to a Ship:(a)all policies and contracts of insurance, including entries of that Ship in any protection and indemnity or war risks association, effected inrelation to that Ship, that Ship's Earnings or otherwise in relation to that Ship whether before, on or after the date of this Agreement; and 16 (b)all rights and other assets relating to, or derived from, any of such policies, contracts or entries, including any rights to a return of premiumand any rights in relation to any claim whether or not the relevant policy, contract of insurance or entry has expired on or before the date ofthis Agreement."Interest Payment Date" has the meaning given to it in Clause 8.2 (Payment of interest)."Interest Period" means, in relation to the Loan or any part of the Loan, each period determined in accordance with Clause 9 (Interest Periods) and,in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest)."Interpolated Historic Term SOFR" means, in relation to the Loan or any part of the Loan, the rate which results from interpolating on a linearbasis between:(a)either(i)the most recent applicable Term SOFR (as of a day which is not more than three US Government Securities Business Days beforethe Quotation Day) for the longest period (for which Term SOFR is available) which is less than the Interest Period of the Loan orthat part of the Loan; or(ii)if no such Term SOFR is available for a period which is less than the Interest Period of the Loan or that part of the Loan, the mostrecent Term SOFR for a tenor of one month (as of a day which is not more than three US Government Securities Business Daysbefore the Quotation Day); and(b)the most recent applicable Term SOFR (as of a day which is not more than three US Government Securities Business Days before theQuotation Day) for the shortest period (for which Term SOFR is available) which exceeds the Interest Period of the Loan or that part of theLoan."Interpolated Term SOFR" means, in relation to the Loan or any part of the Loan, the rate which results from interpolating on a linear basisbetween:(a)either(i)the applicable Term SOFR (as of the Specified Time) for the longest period (for which Term SOFR is available) which is less thanthe Interest Period of the Loan or that part of the Loan; or(ii)if no such Term SOFR is available for a period which is less than the Interest Period of the Loan or that part of the Loan, TermSOFR for a tenor of one month (as of the Specified Time); and(b)the applicable Term SOFR (as of the Specified Time) for the shortest period (for which Term SOFR is available) which exceeds the InterestPeriod of the Loan or that part of the Loan."ISDA Master Agreement" means a 1992 ISDA Master Agreement or a 2002 ISDA Master Agreement."ISM Code" means the International Safety Management Code for the Safe Operation of Ships and for Pollution Prevention (including the guidelineson its implementation), adopted by the International Maritime Organisation, as the same may be amended or supplemented from time to time. 17 "ISPS Code" means the International Ship and Port Facility Security (ISPS) Code as adopted by the International Maritime Organization's (IMO)Diplomatic Conference of December 2002, as the same may be amended or supplemented from time to time."ISSC" means an International Ship Security Certificate issued under the ISPS Code."Legal Reservations" means:(a)the principle that equitable remedies may be granted or refused at the discretion of a court and the limitation of enforcement by laws relatingto insolvency, reorganisation and other laws generally affecting the rights of creditors;(b)the time barring of claims under the Limitation Acts, the possibility that an undertaking to assume liability for or indemnify a person againstnon-payment of UK stamp duty may be void and defences of set-off or counterclaim; and(c)similar principles, rights and defences under the laws of any Relevant Jurisdiction."Lender" means:(a)any Original Lender; and(b)any bank, financial institution, trust, fund or other entity which has become a Party as a Lender in accordance with Clause 29 (Changes tothe Lenders),which in each case has not ceased to be a Party as such in accordance with this Agreement."Limitation Acts" means the Limitation Act 1980 and the Foreign Limitation Periods Act 1984"LMA" means the Loan Market Association or any successor organisation."Loan" means the loan made or to be made available under the Facility or the aggregate principal amount outstanding for the time being of theborrowings under the Facility and a "part of the Loan" means a Tranche, a part of a Tranche or any other part of the Loan as the context may require."Loan Principle Cure Amount" has the meaning given to it in Clause 22.5 (Debt Service Coverage Ratio)."Maintenance Reserve Account" means:(a)an account in the name of the Parent Guarantor with the Account Bank designated "Maintenance Reserve Account";(b)any other account in the name of the Parent Guarantor with the Account Bank which may, with the prior written consent of the FacilityAgent, be opened in the place of the account referred to in paragraph (a) above, irrespective of the number or designation of suchreplacement account; or(c)any sub-account of any account referred to in paragraphs (a) or (b) above. 18 "Maintenance Reserve Amount" has the meaning given to it in Schedule 7 (Dry Docking and Special Reserves Table)."Major Casualty" means, in relation to a Ship, any casualty to that Ship in relation to which the claim or the aggregate of the claims against allinsurers, before adjustment for any relevant franchise or deductible, exceeds $500,000 or the equivalent in any other currency."Majority Lenders" means:(a)if the Loan has not yet been made, a Lender or Lenders whose Commitments aggregate more than 66⅔ per cent. of the Total Commitments;or(b)at any other time, a Lender or Lenders whose participations in the Loan aggregate more than 66⅔ per cent. of the amount of the Loan thenoutstanding or, if the Loan has been repaid or prepaid in full, a Lender or Lenders whose participations in the Loan immediately beforerepayment or prepayment in full aggregate more than 66⅔ per cent. of the Loan immediately before such repayment."Management Agreement" means a Technical Management Agreement or a Commercial Management Agreement."Management Preferred Dividends" means, in respect of the Parent Guarantor, any dividends or other distribution (whether in cash or in kind) on orin respect of its preferred shares."Manager's Undertaking" means, in relation to a Ship, the letter of undertaking from its Approved Technical Manager and the letter of undertakingfrom its Approved Commercial Manager subordinating the rights of such Approved Technical Manager and such Approved Commercial Managerrespectively against that Ship and the relevant Borrower to the rights of the Finance Parties in agreed form."Margin" means:(a)in respect of an Original Tranche, :(i)(a)from the date of this Agreement until the Effective Date, 3.75 per cent. per annum and at all times thereafter, 3.35 per cent perannum;and(ii)(b)in respect of Tranche Gon and from the Effective Date until the Second Effective Date, 3.35 per cent. per annum.; and(iii)on and from the Second Effective Date and at all times thereafter, 2.70 per cent. per annum;(b)in respect of Tranche G:(i)on and from the Effective Date until the Second Effective Date, 3.35 per cent. per annum; and(ii)on and from the Second Effective Date and at all times thereafter, 2.70 per cent. per annum; and(c)in respect of Tranche H and Tranche I, 2.70 per cent. per annum. 19 "Market Value Adjusted Total Assets" has the meaning given to it in Clause 22.1 (Definitions)."Market Value" means, in relation to a Ship or any other vessel, at any date, an amount determined by the Facility Agent as being an amount equal tothe market value of that Ship or vessel shown by a valuation prepared:(a)as at a date not more than 10 days previously;(b)by an Approved Valuer selected by the Facility Agent at the cost of the Borrowers;(c)with or without physical inspection of that Ship or vessel (as the Facility Agent may require); and(d)on the basis of a sale for prompt delivery for cash on normal arm's length commercial terms as between a willing seller and a willing buyer,free of any Charter.provided that if an Obligor obtains its own valuation for that Ship or vessel from an Approved Valuer and such valuation shows a difference of morethan 20 per cent. of the valuation obtained by the Facility Agent, then the Facility Agent shall obtain a second valuation by an Approved Valuer at theBorrowers' cost and on the same terms as the first valuation. The Market Value of the Ship or that vessel shall then be determined as the arithmeticaverage of the two valuations obtained by the Facility Agent."Material Adverse Effect" means in the reasonable opinion of the Majority Lenders, a material adverse effect on:(a)the business, operations, property, condition (financial or otherwise) of any Obligor; or(b)the ability of any Obligor to perform its obligations under any Finance Document; or(c)the validity or enforceability of, or the effectiveness or ranking of any Security granted or intended to be granted pursuant to any of, theFinance Documents or the rights or remedies of any Finance Party under any of the Finance Documents."Maximum Leverage Ratio" has the meaning given to it in Clause 22.1 (Definitions)."Minimum Cash Reserve" has the meaning given to it in Clause 22.2 (Minimum Cash Reserve)."Month" means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, exceptthat:(a)(subject to paragraph (c) below) if the numerically corresponding day is not a Business Day, that period shall end on the next Business Dayin that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day;(b)if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last BusinessDay in that calendar month; and(c)if an Interest Period begins on the last Business Day of a calendar month, that Interest Period shall end on the last Business Day in thecalendar month in which that Interest Period is to end. 20 The above rules will only apply to the last Month of any period."Mortgage" means:(a)in relation to each Original Ship and Ship G, a first priority or preferred (as the case may be) ship mortgage on that Ship (as amended andsupplemented by the each relevant Mortgage Addendum); and(b)in relation to Ship GH and Ship I, the first preferred Marshall Islands mortgage on Ship G,in each case, in agreed form."Mortgage Addendum" means, in relation to the Mortgage over each Original Ship, :(a)in relation to the Mortgage over each Original Ship:(i)a first amendment or addendum (as the case may be) to the Mortgage over that Original Ship in agreed form.; and(ii)a second amendment or addendum (as the case may be) to the Mortgage over that Original Ship; and(b)in relation to the Mortgage over Ship G, a first amendment or addendum (as the case may be) to that Mortgage,in each case in agreed form."Mortgaged Ship" means any Ship which is subject to a Mortgage at the relevant time."Nasdaq Market Tier" means the Nasdaq Global Select Market, the Nasdaq Global Market and the Nasdaq Capital Market."Net LTV" means, at any relevant time, the aggregate of the Loan and any exposure under the Hedging Agreement at that time expressed as apercentage of the aggregate Market Value of the Mortgaged Ships (excluding any Ship which has become a Total Loss and remains subject to aMortgage at that time), the net realisable value of any additional Security provided under Clause 25 (Loan to value ratio) plus the balances standingto the credit of the Cash Reserve Accounts Account (other than for the purposes of Clause 23.18 (Dividends) in which case such balances areexcluded from the calculation of Net LTV)."Obligor" means a Borrower, the Parent Guarantor or a Hedge Guarantor."Original Financial Statements" means in relation to the Parent Guarantor (and the Borrowers), the audited consolidated financial statements of theGroup for its financial year ended 30 December 2020."Original Jurisdiction" means, in relation to an Obligor, the jurisdiction under whose laws that Obligor is incorporated as at the date of thisAgreement."Original Borrower" means each of Borrower A, Borrower B, Borrower C, Borrower D, Borrower E or Borrower F."Original Ship" means each of Ship A, Ship B, Ship C, Ship D, Ship E or Ship F. 21 "Original Tranche" means each of Tranche A, Tranche B, Tranche C, Tranche D, Tranche E or Tranche F."Overseas Regulations" means the Overseas Companies Regulations 2009 (SI 2009/1801)."Parallel Debt" means any amount which an Obligor owes to the Security Agent under Clause 32.2 (Parallel Debt (Covenant to pay the SecurityAgent)) or under that clause as incorporated by reference or in full in any other Finance Document."Participating Member State" means any member state of the European Union that has the euro as its lawful currency in accordance with legislationof the European Union relating to Economic and Monetary Union."Party" means a party to this Agreement."Payment" means, in respect of any liabilities (or any other liabilities or obligations) under or, in connection with, a Permitted Inter-Company Loan,a payment, prepayment, repayment, redemption, defeasance or discharge of those liabilities (or other liabilities or obligations)."PATRIOT Act" means the United States Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and ObstructTerrorism Improvement and Reauthorization Act of 2005 (H.R. 3199)."Perfection Requirements" means the making or procuring of filings, stampings, registrations, notarisations, endorsements, translations and/ornotifications of any Finance Document (and/or any Security created under it) necessary for the validity, enforceability (as against the relevant Obligoror any relevant third party) and/or perfection of that Finance Document."Period" means each 12-month period throughout the duration of the Security Period (being calculated on a trailing 12-month basis)."Permitted Charter" means, in relation to a Ship:(a)a Charter:(i)which is a time, voyage or consecutive voyage charter;(ii)the duration of which does not exceed and is not capable of exceeding, by virtue of any optional extensions, 12 months;(iii)which is entered into on bona fide arm's length terms at the time at which that Ship is fixed; and(iv)in relation to which not more than two months' hire is payable in advance,(b)and any other Charter which is approved in writing by the Facility Agent acting with the authorisation of the Lenders (such approval not tobe unreasonably withheld)."Permitted Financial Indebtedness" means:(a)any Financial Indebtedness incurred under the Finance Documents;(b)until the relevant Utilisation Date, the Existing Indebtedness; 22 (c)any Financial Indebtedness (including Permitted Inter-Company Loans) that is subordinated to all Financial Indebtedness incurred under theFinance Documents pursuant to a Subordination Agreement or, in the case of any Permitted Inter-Company Loans pursuant to Clause 23.25(Subordination of liabilities under a Permitted Inter-Company Loan) of this Agreement or otherwise and which is, in the case of any suchFinancial Indebtedness of a Borrower (other than Financial Indebtedness arising out of any Permitted Inter-Company Loan), the subject ofSubordinated Debt Security; and(d)any Permitted Trade Debt."Permitted Inter-Company Loan" means a loan made or to be made to a Borrower (or any of them) by the Parent Guarantor or to the ParentGuarantor by a Borrower (or any of them):(a)which is unsecured;(b)in relation to which no cash interest, fees, costs or expenses are payable during the Security Period; and(c)which is fully subordinated and assigned by that Borrower or, as the case may be, the Parent Guarantor in all respects to the SecuredLiabilities pursuant to Clause 23.25 (Subordination of liabilities under a Permitted Inter-Company Loan) of this Agreement."Permitted Inter-Company Loan Liabilities" means any liabilities of any nature owed to the Parent Guarantor by any Borrower under a PermittedInter-Company Loan."Permitted Re-Flagging" means the re-flagging of Ship E from Malta to the Marshall Islands provided that such re-flagging is in compliance withClause 24.2 (Ships' names and registration)."Permitted Security" means:(a)Security created by the Finance Documents or otherwise with the prior consent of the Facility Agent;(b)until the relevant Utilisation Date, the Existing Security;(c)liens for unpaid master's and crew's wages in accordance with first class ship ownership and management practice and not being enforcedthrough arrest;(d)liens for salvage;(e)liens for master's disbursements incurred in the ordinary course of trading in accordance with first class ship ownership and managementpractice and not being enforced through arrest; and(f)any other lien arising by operation of law or otherwise in the ordinary course of the operation, repair or maintenance of any Ship:(i)not as a result of any default or omission by any Borrower;(ii)not being enforced through arrest; and 23 (iii)subject, in the case of liens for repair or maintenance, to Clause 24.16 (Restrictions on chartering, appointment of managers etc.),provided such lien does not secure amounts more than 30 days overdue (unless the overdue amount is being contested in good faith byappropriate steps and for the payment of which adequate reserves are held and provided further that such proceedings do not give rise to amaterial risk of the relevant Ship or any interest in it being seized, sold, forfeited or lost)."Permitted Trade Debt" means, in relation to a Ship, any trade debt on arm's length commercial terms reasonably incurred in the ordinary course ofowning, operating, trading, chartering, maintaining and repairing that Ship, which:(a)on and from the date of this Agreement until the date falling 90 days from the relevant Utilisation Date (inclusive) (the "Three MonthPeriod") does not exceed $500,000 (or the equivalent in any other currency) in aggregate in respect of that Ship and remains unpaid;(b)on and from the date falling after the lapse of the Three Month Period and at all times thereafter until the end of the Security Period:(i)is up to $50,000 (or the equivalent in any other currency) in aggregate in respect of that Ship and does not remain unpaid for morethan 90 days of (A) its due date or (B) in the case where the Borrower owning that Ship has not received the relevant invoice, thedate on which that Borrower becomes aware that the invoice is due and remains outstanding; and(ii)is more than $50,000 and does not exceed $500,000 (or the equivalent in any other currency) in aggregate in respect of that Shipand does not remain unpaid for more than 30 days of (A) its due date or (B) in the case where the Borrower owning that Ship hasnot received the relevant invoice, the date on which that Borrower becomes aware that the invoice is due and remains outstanding."Plan" means any "employee benefit plan" as defined in Section 3(3) of ERISA that is subject to Title IV of ERISA which is or was sponsored,maintained or contributed to by, or required to be contributed to by any Transaction Obligor or any of their respective ERISA Affiliates."Potential Event of Default" means any event or circumstance specified in Clause 28 (Events of Default) which would (with the expiry of a graceperiod, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Eventof Default."Prohibited Person" means any person, whether designated by name or by reason of being included in a class of persons, that is, or that is directly orindirectly owned or controlled by persons that are, or any vessel that is:(a)listed on a Sanctions List;(b)resident in, or incorporated or organised under the laws of a Sanctioned Country;(c)otherwise a target of Sanctions ("target of Sanctions", for the purpose of this paragraph (c), signifying a person with whom a personorganised or resident in the US or any other national of a Sanctions Authority would be prohibited or restricted by law from engaging intrade, business or other activities, or against whom Sanctions are otherwise directed); or 24 (d)acting or purporting to act on behalf of any of the persons listed in paragraphs (a) to (c) above."Protected Party" has the meaning given to it in Clause 12.1 (Definitions)."PSC" means port state control."Qualified ECP Guarantor" means, in respect of any Hedging Obligation, each of the Parent Guarantor and the Hedge Guarantors that has totalassets exceeding $10,000,000 at the time the relevant guarantee or grant of the relevant security interest becomes effective with respect to suchHedging Obligation or such other person as constitutes an "eligible contract participant" under the Commodity Exchange Act or any regulationspromulgated thereunder and can cause another person to qualify as an "eligible contract participant" at such time by entering into a keepwell underSection 1a(18)(A)(v)(II) of the Commodity Exchange Act."Quarter End Date" means 31 March, 30 June, 30 September and 31 December of each calendar year."Quotation Day" means, in relation to any period for which an interest rate is to be determined, two US Government Securities Business Days beforethe first day of that period unless market practice differs in the relevant syndicated loan market in which case the Quotation Day will be determinedby the Facility Agent in accordance with that market practice (and if quotations would normally be given on more than one day, the Quotation Daywill be the last of those days)."Receiver" means a receiver or receiver and manager or administrative receiver of the whole or any part of the Security Assets."Reference Rate" means in relation to the Loan or any part of the Loan:(a)the applicable Term SOFR as of the Specified Time and for a period equal in length to the Interest Period of the Loan or that part of theLoan; or(b)as otherwise determined pursuant to Clause 10.1 (Unavailability of Term SOFR)."Related Fund" in relation to a fund (the "first fund"), means a fund which is managed or advised by the same investment manager or investmentadviser as the first fund or, if it is managed by a different investment manager or investment adviser, a fund whose investment manager or investmentadviser is an Affiliate of the investment manager or investment adviser of the first fund."Relevant Jurisdiction" means, in relation to a Transaction Obligor:(a)its Original Jurisdiction;(b)any jurisdiction where any asset subject to, or intended to be subject to, any of the Transaction Security created, or intended to be created, byit is situated;(c)any jurisdiction where it conducts its business; and 25 (d)the jurisdiction whose laws govern the perfection of any of the Security Documents entered into by it."Relevant Market" means the market for overnight cash borrowing collateralised by US Government Securities."Relevant Nominating Body" means any applicable central bank, regulator or other supervisory authority or a group of them, or any working groupor committee sponsored or chaired by, or constituted at the request of, any of them or the Financial Stability Board."Relevant Percentage" has the meaning given to it in Clause 25 (Loan to value ratio)."Repayment Date" means each date on which a Repayment Instalment is required to be paid under Clause 6.1 (Repayment of Loan)."Repayment Instalment" has the meaning given to it in Clause 6.1 (Repayment of Loan)."Repeating Representation" means each of the representations set out in Clause 20 (Representations) except Clause 20.10 (Insolvency), Clause20.11 (No filing or stamp taxes) and Clause 20.12 (Deduction of Tax) and any representation of any Transaction Obligor made in any other FinanceDocument that is expressed to be a "Repeating Representation" or is otherwise expressed to be repeated."Representative" means any delegate, agent, manager, administrator, nominee, attorney, trustee or custodian."Requisition" means in relation to a Ship:(a)any expropriation, confiscation, requisition (excluding a requisition for hire or use which does not involve a requisition for title) oracquisition of that Ship, whether for full consideration, a consideration less than its proper value, a nominal consideration or without anyconsideration, which is effected (whether de jure or de facto) by any government or official authority or by any person or persons claiming tobe or to represent a government or official authority; and(b)any capture or seizure of that Ship (including any hijacking or theft) by any person whatsoever."Requisition Compensation" includes all compensation or other moneys payable to a Borrower by reason of any Requisition or any arrest ordetention of a Ship in the exercise or purported exercise of any lien or claim."Resolution Authority" means any body which has authority to exercise any Write-down and Conversion Powers."Safety Management Certificate" has the meaning given to it in the ISM Code."Safety Management System" has the meaning given to it in the ISM Code."Sanctioned Country" means any country or territory whose government is the target of Sanctions or that is subject to comprehensive country-wideor territory-wide Sanctions (currently, Cuba, Iran, North Korea, Syria, Venezuela and the Crimea, Donetsk People's Republic and Luhansk People'sRepublic regions of Ukraine). 26 "Sanctioned Ship" means a ship which is the subject of Sanctions."Sanctions" means any trade, economic or financial sanctions laws, regulations, embargoes, freezing provisions, prohibitions or other restrictivemeasures (including "secondary" or "extraterritorial" sanctions), imposed, administered, enacted or enforced from time to time by any SanctionsAuthority. To the extent that any Sanctions applicable to and/or binding on a Finance Party are not applicable to and/or binding to a TransactionObligor and/or any other member of the Group, such Sanctions shall be deemed to be applicable to and binding on such Transaction Obligor or suchother member of the Group."Sanctions Advisory" means the Sanctions Advisory for the Maritime Industry, Energy and Metals Sectors, and Related Communities issued 14 May2020 by the US Department of the Treasury, Department of State and Coast Guard, as may be amended or supplemented, and any similar futureadvisory."Sanctions Authority" means the US, the United Nations Security Council, the European Union or any of its member states, the United Kingdom,the respective governmental institutions and agencies of any of the foregoing, including the Office of Foreign Assets Control of the U.S. Departmentof the Treasury, the U.S. Department of State, the U.S. Department of Commerce, Her Majesty's Treasury of the United Kingdom, the Office ofFinancial Sanctions Implementation, or any other relevant sanctions authority enacting, administering or imposing Sanctions applicable by law to aFinance Party, a Transaction Obligor or any other member of the Group."Sanctions List" means the list of Specially Designated Nationals and Blocked Persons, the Sectoral Sanctions Identification List, the ForeignSanctions Evaders List, in each case, published by the Office of Foreign Assets Control of the United States Department of the Treasury, or anysimilar list maintained by a Sanctions Authority as a measure of imposing, administering, enacting or enforcing Sanctions, in each case as amended,supplemented or substituted from time to time."Second Deed of Accession, Amendment and Restatement" means the deed of accession, amendment and restatement dated ______________2023 and made between, amongst others, (i) the Original Borrowers and Borrower G as existing borrowers, (ii) Borrower H and Borrower I asadditional borrowers, (iii) the Original Lenders, (iv) the Facility Agent and (v) the Security Agent, amending and restating this Agreement."Second Effective Date" has the meaning given to the term "Effective Date" in the Second Deed of Accession, Amendment and Restatement."Sectoral Sanctions Identification List" means a list identifying certain countries and/or certain persons operating in certain sectors of activitywhich are the subject of Sanctions (e.g. the sectoral sanctions identifications list published by the Office of Foreign Assets Control of the U.S.Department of the Treasury)."Secured Liabilities" means all present and future obligations and liabilities, (whether actual or contingent and whether owed jointly or severally orin any other capacity whatsoever) of each Transaction Obligor to any Secured Party under or in connection with each Finance Document."Secured Party" means each Finance Party from time to time party to this Agreement, a Receiver or any Delegate. 27 "Security" means a mortgage, pledge, lien, charge, assignment, hypothecation or security interest or any other agreement or arrangement having theeffect of conferring security."Security Assets" means all of the assets of the Transaction Obligors which from time to time are, or are expressed to be, the subject of theTransaction Security."Security Document" means:(a)any Shares Security;(b)any Mortgage;(c)any Deed of Covenant;(d)any General Assignment;(e)any Account Security;(f)any Hedging Agreement Security;(g)any Subordinated Debt Security;(h)any Mortgage Addendum;(i)any Supplemental Security Document;(j)any other document (whether or not it creates Security) which is executed as security for the Secured Liabilities; or(k)any other document designated as such by the Facility Agent and the Borrowers."Security Period" means the period starting on the date of this Agreement and ending on the date on which the Facility Agent is satisfied that there isno outstanding Commitment in force and that the Secured Liabilities have been irrevocably and unconditionally paid and discharged in full."Security Property" means:(a)the Transaction Security expressed to be granted in favour of the Security Agent as trustee for the Secured Parties and all proceeds of thatTransaction Security;(b)all obligations expressed to be undertaken by a Transaction Obligor to pay amounts in relation to the Secured Liabilities to the SecurityAgent as trustee for the Secured Parties and secured by the Transaction Security together with all representations and warranties expressed tobe given by a Transaction Obligor or any other person in favour of the Security Agent as trustee for the Secured Parties;(c)the Security Agent's interest in any turnover trust created under the Finance Documents;(d)any other amounts or property, whether rights, entitlements, choses in action or otherwise, actual or contingent, which the Security Agent isrequired by the terms of the Finance Documents to hold as trustee on trust for the Secured Parties, 28 except:(i)rights intended for the sole benefit of the Security Agent; and(ii)any moneys or other assets which the Security Agent has transferred to the Facility Agent or (being entitled to do so) has retained inaccordance with the provisions of this Agreement."Servicing Party" means the Facility Agent or the Security Agent."Shares Security" means, in relation to a Borrower, a document creating Security over the shares or, as the case may be, the share capital in thatBorrower in agreed form and, in relation to each Original Borrower, as amended and supplemented pursuant to the relevant Supplemental SharesSecurity."Ship" means Ship A, Ship B, Ship C, Ship D, Ship E, Ship F , Ship G, Ship H or Ship GI."Ship A" means m.v. "RIVER GLOBE", details of which are set out opposite its name in Schedule 9 (Details of the Ships)."Ship B" means m.v. "SKY GLOBE", details of which are set out opposite its name in Schedule 9 (Details of the Ships)."Ship C" means m.v. "STAR GLOBE", details of which are set out opposite its name in Schedule 9 (Details of the Ships)."Ship D" means m.v. "MOON GLOBE", details of which are set out opposite its name in Schedule 9 (Details of the Ships)."Ship E" means m.v. "SUN GLOBE", details of which are set out opposite its name in Schedule 9 (Details of the Ships)."Ship F" means m.v. "GALAXY GLOBE", details of which are set out opposite its name in Schedule 9 (Details of the Ships)."Ship G" means m.v. "ORION GLOBE", details of which are set out opposite its name in Schedule 9 (Details of the Ships)."Ship H" means m.v. "DIAMOND GLOBE", details of which are set out opposite its name in Schedule 9 (Details of the Ships)."Ship I" means m.v. "POWER GLOBE", details of which are set out opposite its name in Schedule 9 (Details of the Ships)."Shortfall" has the meaning given to it in Clause 22.5 (Debt Service Coverage Ratio)."SOFR" means the secured overnight financing rate (SOFR) administered by the Federal Reserve Bank of New York (or any other person whichtakes over the administration of that rate)."Specified Time" means in relation to when a Reference Rate is fixed, the Quotation Day."Subordinated Creditor" means: 29 (a)a Transaction Obligor; or (b)any other person who becomes a Subordinated Creditor in accordance with this Agreement."Subordinated Debt Security" means a Security over Subordinated Liabilities entered into or to be entered into by a Subordinated Creditor in favourof the Security Agent in an agreed form."Subordinated Finance Document" means any other document relating to or evidencing Subordinated Liabilities."Subordinated Liabilities" means all indebtedness owed or expressed to be owed by the Borrowers to a Subordinated Creditor whether under aSubordinated Finance Document or otherwise."Subordination Agreement" means a subordination agreement entered into or to be entered into by a Subordinated Creditor and the Security Agentin agreed form."Subsidiary" means a subsidiary within the meaning of section 1159 of the Companies Act 2006."Supplemental Deed of Covenant" means, in relation to Ship E, the each deed of covenant, being supplemental to the Deed of Covenant, collateralto the Mortgage over Ship E and creating Security over Ship E in agreed form."Supplemental General Assignment" means, in relation to an Original Ship, the general assignment, being supplemental to the General Assignmentrelating to that Ship, creating Security over::(a)in relation to an Original Ship:(i)the second general assignment; and(ii)the third general assignment; and(b)in relation to Ship G, the second general assignment,creating Security over (A) that Ship's Earnings, its Insurances and any Requisition Compensation in relation to that Ship; and (B) any Charter and anyCharter Guarantee (as each such word is therein defined) in relation to that Ship, in agreed form."Supplemental Hedging Agreement Security" means, the supplemental hedging agreement security to the Hedging Agreement Security in respectof each Original Borrower in agreed form.:(a)in relation to an Original Borrower:(i)the second hedging agreement security; and(ii)the third hedging agreement security; and(b)in relation to Borrower G, the second hedging agreement security, creating Security over the Hedging Agreement to which that Borrower is aparty in agreed form. 30 "Supplemental Security Documents" means, together, the each Supplemental General AssignmentsAssignment, the each Supplemental HedgingAgreement Security, the each Account Security ConfirmationsConfirmation, the each Supplemental Deed of Covenant and the each SupplementalShares Securities Security and, in the singular, means any of them."Supplemental Shares Security" means, in relation to an Original Borrower, a shares security being supplemental to the Shares Security relating tothat Borrower, :(a)in relation to an Original Borrower:(i)the second shares security; and(ii)the third shares security; and(b)in relation to Borrower G, the second shares security,creating Security over the shares in that Borrower in agreed form."Tax" means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connectionwith any failure to pay or any delay in paying any of the same)."Tax Credit" has the meaning given to it in Clause 12.1 (Definitions)."Tax Deduction" has the meaning given to it in Clause 12.1 (Definitions)."Tax Payment" has the meaning given to it in Clause 12.1 (Definitions)."Technical Management Agreement" means the agreement entered into between a Borrower and the Approved Technical Manager regarding thetechnical management of a Ship."Term SOFR" means the rate per annum determined by the Facility Agent as the forward-looking term rate based on SOFR as administered by CMEGroup Benchmark Administration Limited (or any other person which takes over the administration of that rate) for the relevant period published byCME Group Benchmark Administration Limited (or any other person which takes over the publication of that rate) and obtained by the Facility Agentthrough the Bloomberg Data License Service or a comparable service acceptable to the Facility Agent."Term SOFR Adjustment" means 0.10 per cent. per annum."Termination Date" means the date falling five years after the Utilisation Date of an Original Tranche.:(a)in relation to an Original Tranche and Tranche G, the date falling five years after the Utilisation Date of the Original Tranches; and(b)in relation to Tranche H and Tranche I, the date falling four years after the Utilisation Date of Tranche H and Tranche I."Third Parties Act" has the meaning given to it in Clause 1.5 (Third party rights). 31 "Total Assets" has the meaning given to it in Clause 22.1 (Definitions)."Total Commitments" means the aggregate of the Commitments, which was $34,250,000 at the date of this Agreement and has been increased by$18,000,000 to $52,250,000 with effect from the Effective Date pursuant to and as defined in the the Deed of Accession, Amendment andRestatement and has been further increased by $25,000,000 to $77,250,000 with effect from the Second Effective Date pursuant to the Second Deedof Accession, Amendment and Restatement."Total Loss" means, in relation to a Ship:(a)actual, constructive, compromised, agreed or arranged total loss of that Ship; or(b)any Requisition of that Ship unless that Ship is returned to the full control of the relevant Borrower within 60 days of such Requisition."Total Loss Date" means, in relation to the Total Loss of a Ship:(a)in the case of an actual loss of that Ship, the date on which it occurred or, if that is unknown, the date when that Ship was last heard of;(b)in the case of a constructive, compromised, agreed or arranged total loss of that Ship, the earlier of:(i)the date on which a notice of abandonment is given (or deemed or agreed to be given) to the insurers; and(ii)the date of any compromise, arrangement or agreement made by or on behalf of the relevant Borrower with that Ship's insurers inwhich the insurers agree to treat that Ship as a total loss; and(c)in the case of any other type of Total Loss, the date (or the most likely date) on which it appears to the Facility Agent that the eventconstituting the total loss occurred."Tranche" means any Original Tranche and , Tranche G, Tranche H or Tranche I."Tranche A" means that part of the Loan made available to the Borrowers to refinance the Existing Indebtedness secured on Ship A."Tranche B" means that part of the Loan made available to the Borrowers to refinance the Existing Indebtedness secured on Ship B."Tranche C" means that part of the Loan made available to the Borrowers to refinance the Existing Indebtedness secured on Ship C."Tranche D" means that part of the Loan made available to the Borrowers to refinance the Existing Indebtedness secured on Ship D."Tranche E" means that part of the Loan made available to the Borrowers to refinance the Existing Indebtedness secured on Ship E."Tranche F" means that part of the Loan made available to the Borrowers to refinance the purchase price of Ship F. 32 "Tranche G" means that part of the Loan made or to be made available to the Borrowers to refinance the purchase price of Ship G as well as forgeneral corporate and working capital of the Obligors."Tranche H" means that part of the Loan made available to the Borrowers to refinance the purchase price of Ship H."Tranche I" means that part of the Loan made available to the Borrowers to refinance the purchase price of Ship I."Transaction Document" means:(a)a Finance Document;(b)a Subordinated Finance Document;(c)any Hedge Counterparty Guarantee; or(d)any other document designated as such by the Facility Agent and a Borrower."Transaction Obligor" means an Obligor, any Approved Manager who is a member of the Group or any other member of the Group who executes aTransaction Document."Transaction Security" means the Security created or evidenced or expressed to be created or evidenced under the Security Documents."Transfer Certificate" means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreedbetween the Facility Agent and the Borrowers."Transfer Date" means, in relation to an assignment or a transfer, the later of:(a)the proposed Transfer Date specified in the relevant Assignment Agreement or Transfer Certificate; and(b)the date on which the Facility Agent executes the relevant Assignment Agreement or Transfer Certificate."UK Bail-In Legislation" means Part 1 of the United Kingdom Banking Act 2009 and any other law or regulation applicable in the United Kingdomrelating to the resolution of unsound or failing banks, investment firms or other financial institutes or their affiliates (otherwise than throughliquidation, administration or other insolvency proceedings)."UK Establishment" means a UK establishment as defined in the Overseas Regulations."Unpaid Sum" means any sum due and payable but unpaid by a Transaction Obligor under the Finance Documents."US" means the United States of America."US Government Securities Business Day" means any day other than:(a)a Saturday or a Sunday; and 33 (b)a day on which the Securities Industry and Financial Markets Association (or any successor organisation) recommends that the fixed incomedepartments of its members be closed for the entire day for purposes of trading in US Government securities."US Tax Obligor" means:(a)a person which is resident for tax purposes in the US; or(b)a person some or all of whose payments under the Finance Documents are from sources within the US for US federal income tax purposes."Utilisation" means a utilisation of the Facility."Utilisation Date" means the date of a Utilisation, being:(a)(a)in respect of an Original Tranche, 10 May 2021; and(b)(a)in respect of Tranche G, the date on which Tranche G is to be made available to the Borrowers.10 August 2022; and(c)in respect of Tranche H or Tranche I, the date on which such Tranche is to be made available to the Borrowers."Utilisation Request" means a notice substantially in the form set out in Schedule 3 (Utilisation Request)."VAT" means:(a)any value added tax imposed by the Value Added Tax Act 1994;(b)any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive2006/112); and(c)any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in addition to, suchtax referred to in paragraph (a) above, or imposed elsewhere."Write-down and Conversion Powers" means:(a)in relation to any Bail-In Legislation described in the EU Bail-In Legislation Schedule from time to time, the powers described as such inrelation to that Bail-In Legislation in the EU Bail-In Legislation Schedule;(b)in relation to any other applicable Bail-In Legislation other than the UK Bail-In Legislation:(i)any powers under that Bail-In Legislation to cancel, transfer or dilute shares issued by a person that is a bank or investment firm orother financial institution or affiliate of a bank, investment firm or other financial institution, to cancel, reduce, modify or changethe form of a liability of such a person or any contract or instrument under which that liability arises, to convert all or part of thatliability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrument is tohave effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powersunder that Bail-In Legislation that are related to or ancillary to any of those powers; and 34 (ii)any similar or analogous powers under that Bail-In Legislation; and(c)in relation to the UK Bail-In Legislation, any powers under that UK Bail-In Legislation to cancel, transfer or dilute shares issued by a personthat is a bank or investment firm or other financial institution or affiliate of a bank, investment firm or other financial institution, to cancel,reduce, modify or change the form of a liability of such a person or any contract or instrument under which that liability arises, to convert allor part of that liability into shares, securities or obligations of that person or any other person, to provide that any such contract or instrumentis to have effect as if a right had been exercised under it or to suspend any obligation in respect of that liability or any of the powers underthat UK Bail-In Legislation that are related to or ancillary to any of those powers.1.2Construction(a)Unless a contrary indication appears, a reference in this Agreement to:(i)the "Account Bank", the "Earnings Account Bank", the "Facility Agent", any "Finance Party", any "Hedge Counterparty", any"Lender", any "Obligor", any "Party", any "Secured Party", the "Security Agent", any "Transaction Obligor" or any other person shallbe construed so as to include its successors in title, permitted assigns and permitted transferees to, or of, its rights and/or obligations underthe Finance Documents;(ii)"assets" includes present and future properties, revenues and rights of every description;(iii)a liability which is "contingent" means a liability which is not certain to arise and/or the amount of which remains unascertained;(iv)"document" includes a deed and also a letter, fax, email or telex;(v)a Lender's "cost of funds" in relation to its participation in the Loan or any part of the Loan is a reference to the average cost (determinedeither on an actual or a notional basis) which that Lender would incur if it were to fund, from whatever source(s) it may reasonably select, anamount equal to the amount of that participation in the Loan or that part of the Loan for a period equal in length to the Interest Period of theLoan or that part of the Loan;(vi)"expense" means any kind of cost, charge or expense (including all legal costs, charges and expenses) and any applicable Tax including VAT;(vii)a "Finance Document", a "Security Document" or "Transaction Document" or any other agreement or instrument is a reference to thatFinance Document, Security Document or Transaction Document or other agreement or instrument as amended, replaced, novated,supplemented, extended or restated;(viii)a "group of Lenders" includes all the Lenders; 35 (ix)"indebtedness" includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether presentor future, actual or contingent;(x)"law" includes any order or decree, any form of delegated legislation, any treaty or international convention and any regulation or resolutionof the Council of the European Union, the European Commission, the United Nations or its Security Council;(xi)"proceedings" means, in relation to any enforcement provision of a Finance Document, proceedings of any kind, including an application fora provisional or protective measure;(xii)a "person" includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture,consortium, partnership or other entity (whether or not having separate legal personality);(xiii)a "regulation" includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of anygovernmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;(xiv)a provision of law is a reference to that provision as amended or re-enacted from time to time;(xv)a time of day is a reference to London time;(xvi)any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court, official or any legal conceptor thing shall, in respect of a jurisdiction other than England, be deemed to include that which most nearly approximates in that jurisdictionto the English legal term;(xvii)words denoting the singular number shall include the plural and vice versa; and(xviii)"including" and "in particular" (and other similar expressions) shall be construed as not limiting any general words or expressions inconnection with which they are used.(b)The determination of the extent to which a rate is "for a period equal in length" to an Interest Period shall disregard any inconsistency arising fromthe last day of that Interest Period being determined pursuant to the terms of this Agreement.(c)Section, Clause and Schedule headings are for ease of reference only and are not to be used for the purposes of construction or interpretation of theFinance Documents.(d)Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under, or in connection with, any FinanceDocument has the same meaning in that Finance Document or notice as in this Agreement.(e)A Potential Event of Default is "continuing" if it has not been remedied or waived and an Event of Default is "continuing" if it has not beenremedied or waived.1.3Construction of insurance terms 36 In this Agreement:"approved" means, for the purposes of Clause 27 (Insurance Undertakings), approved in writing by the Facility Agent."excess risks" means, in respect of a Ship, the proportion of claims for general average, salvage and salvage charges not recoverable under the hulland machinery policies in respect of that Ship in consequence of its insured value being less than the value at which that Ship is assessed for thepurpose of such claims."obligatory insurances" means all insurances effected, or which any Borrower is obliged to effect, under Clause 27 (Insurance Undertakings) or anyother provision of this Agreement or of another Finance Document."policy" includes a slip, cover note, certificate of entry or other document evidencing the contract of insurance or its terms."protection and indemnity risks" means the usual risks covered by a protection and indemnity association managed in London, including pollutionrisks and the proportion (if any) of any sums payable to any other person or persons in case of collision which are not recoverable under the hull andmachinery policies by reason of the incorporation in them of clause 6 of the International Hull Clauses (1/11/02) (1/11/03), clause 8 of the InstituteTime Clauses (Hulls) (1/10/83) (1/11/95) or the Institute Amended Running Down Clause (1/10/71) or any equivalent provision."war risks" includes the risk of mines and all risks excluded by clauses 29, 30 or 31 of the International Hull Clauses (1/11/02), clauses 29 or 30 ofthe International Hull Clauses (1/11/03), clauses 24, 25 or 26 of the Institute Time Clauses (Hulls) (1/11/95) or clauses 23, 24 or 25 of the InstituteTime Clauses (Hulls) (1/10/83) or any equivalent provision.1.4Agreed forms of Finance DocumentsReferences in Clause 1.1 (Definitions) to any Finance Document being in "agreed form" are to that Finance Document:(a)in a form attached to a certificate dated the same date as this Agreement (and signed by each Borrower and the Facility Agent); or(b)in any other form agreed in writing between each Borrower and the Facility Agent acting with the authorisation of the Majority Lenders or, whereClause 45.2 (All Lender matters) applies, all the Lenders.1.5Third party rights(a)Unless expressly provided to the contrary in a Finance Document, a person who is not a Party has no right under the Contracts (Rights of ThirdParties) Act 1999 (the "Third Parties Act") to enforce or to enjoy the benefit of any term of this Agreement.(b)Subject to Clause 45.3 (Other exceptions) but otherwise notwithstanding any term of any Finance Document, the consent of any person who is not aParty is not required to rescind or vary this Agreement at any time.(c)Any Affiliate, Receiver, Delegate or any other person described in paragraph (e) of Clause 14.2 (Other indemnities) or paragraph (b) of Clause 32.11(Exclusion of liability) may, subject to thisClause 1.5 (Third party rights) and the Third Parties Act, rely on any Clause of this Agreement which expressly confers rights on it. 37 SECTION 2 THE FACILITY2THE FACILITY2.1The Facility(a)The Lenders have already made available to the Borrowers the loan facility under the Original Tranches on 10 May 2021 as follows:(i)Tranche A in the amount of $4,151,515.15;(ii)Tranche B in the amount of $4,878,030.30;(iii)Tranche C in the amount of $5,293,181.82;(iv)Tranche D in the amount of $4,566,666.67;(v)Tranche E in the amount of $5,189,393.94; and(vi)Tranche F in the amount of $10,171,212.12.(b)The Lenders have already made available to the Borrowers the loan facility under Tranche G on 10 August 2022 in the amount of $18,000,000.(c)(b)Subject to the terms of this Agreement, the Lenders shall also make available to the Borrowers a second top-up loan facility (being Tranche GHand Tranche I) in the amount of up to $18,000,000 25,000,000 to be drawn in a single advance for the purpose set out in Recital (CE).2.2Finance Parties' rights and obligations(a)The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under theFinance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for theobligations of any other Finance Party under the Finance Documents.(b)The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising underthe Finance Documents to a Finance Party from a Transaction Obligor is a separate and independent debt in respect of which a Finance Party shall beentitled to enforce its rights in accordance with paragraph (c) below. The rights of each Finance Party include any debt owing to that Finance Partyunder the Finance Documents and, for the avoidance of doubt, any part of the Loan or any other amount owed by a Transaction Obligor which relatesto a Finance Party's participation in the Facility or its role under a Finance Document (including any such amount payable to the Facility Agent on itsbehalf) is a debt owing to that Finance Party by that Transaction Obligor.(c)A Finance Party may, except as specifically provided in the Finance Documents, separately enforce its rights under or in connection with the FinanceDocuments. 38 2.3Borrowers' Agent(a)Each Borrower by its execution of or accession to this Agreement (as the case may be) irrevocably appoints the Parent Guarantor to act on its behalfas its agent in relation to the Finance Documents and irrevocably authorises:(i)the Parent Guarantor on its behalf to supply all information concerning itself contemplated by this Agreement to the Finance Parties and togive all notices and instructions (including any Utilisation Requests), to make such agreements and to effect the relevant amendments,supplements and variations capable of being given, made or effected by any Borrower notwithstanding that they may affect the Borrower,without further reference to or the consent of that Borrower; and(ii)each Finance Party to give any notice, demand or other communication to that Borrower pursuant to the Finance Documents to the ParentGuarantor,and in each case the Borrower shall be bound as though the Borrower itself had given the notices and instructions (including, without limitation, anyUtilisation Requests) or executed or made the agreements or effected the amendments, supplements or variations, or received the relevant notice,demand or other communication.(b)Every act, omission, agreement, undertaking, settlement, waiver, amendment, supplement, variation, notice or other communication given or made bythe Parent Guarantor or given to the Parent Guarantor under any Finance Document on behalf of a Borrower or in connection with any FinanceDocument (whether or not known to any Borrower) shall be binding for all purposes on that Borrower as if that Borrower had expressly made, givenor concurred with it. In the event of any conflict between any notices or other communications of the Parent Guarantor and any Borrower, those of theParent Guarantor shall prevail.3PURPOSE3.1PurposeEach Borrower shall apply or, in the case of the Original Tranches and Tranche G, have applied all amounts borrowed by it under the Facility only forthe purpose stated in the preamble (Background) to this Agreement.3.2MonitoringNo Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.4CONDITIONS OF UTILISATION4.1Initial conditions precedentThe Borrowers may not deliver a Utilisation Request unless the Facility Agent has received all of the documents and other evidence listed in Part A ofSchedule 2 (Conditions Precedent) in form and substance satisfactory to the Facility Agent.4.2Further conditions precedentThe Lenders will only be obliged to comply with Clause 5.4 (Lenders' participation) if: 39 (a)on the date of the relevant Utilisation Request and on the proposed Utilisation Date and before the relevant advance is made available:(i)no Default is continuing or would result from the proposed Utilisation;(ii)the Repeating Representations to be made by each Transaction Obligor are true;(iii)the Parent Guarantor is in compliance with Clause 22.3 (Minimum Liquidity Amount); and(iv)no Ship has neither been sold nor become a Total Loss; and(b)in the case of the Advance under each Tranche, the Facility Agent has received on or before the relevant Utilisation Date, or is satisfied it will receivewhen the Advance is made available, all of the documents and other evidence listed in Part B of Schedule 2 (Conditions Precedent) relating to thatTranche in form and substance satisfactory to the Facility Agent.4.3Notification of satisfaction of conditions precedent(a)The Facility Agent shall notify the Borrowers and the Lenders promptly upon being satisfied as to the satisfaction of the conditions precedent referredto in Clause 4.1 (Initial conditions precedent) and Clause 4.2 (Further conditions precedent).(b)Other than to the extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notificationdescribed in paragraph (a) above, the Lenders authorise (but do not require) the Facility Agent to give that notification. The Facility Agent shall notbe liable for any damages, costs or losses whatsoever as a result of giving any such notification.4.4Waiver of conditions precedentIf the Majority Lenders, at their discretion, permit the Loan to be borrowed before any of the conditions precedent referred to in Clause 4.1 (Initialconditions precedent) or Clause 4.2 (Further conditions precedent) has been satisfied, the Borrowers shall ensure that that condition is satisfied withinfive Business Days after the relevant Utilisation Date or such later date as the Facility Agent, acting with the authorisation of the Majority Lenders,may agree in writing with the Borrowers.4.5Conditions SubsequentThe Borrowers undertake to deliver or cause to be delivered to the Facility Agent the additional documents and evidence listed in Part C of Schedule2 (Conditions Precedent) within the timeframe specified therein in form and substance satisfactory to the Facility Agent. 40 SECTION 3 UTILISATION5UTILISATION5.1Delivery of a Utilisation Request(a)The Borrowers may utilise the Facility by delivery to the Facility Agent of a duly completed Utilisation Request not later than the Specified Time.(b)The Borrowers may not deliver more than one Utilisation Request in respect of the Original Tranches and , not more than one Utilisation Request inrespect of Tranche G and not more than one Utilisation Request in respect of Tranche H and Tranche I.(c)All Original Tranches shall be simultaneously drawn.(d)Tranche H and Tranche I shall be simultaneously drawn.5.2Completion of a Utilisation RequestEach Utilisation Request is irrevocable and will not be regarded as having been duly completed unless: 41 (a)the proposed Utilisation Date is a Business Day within the relevant Availability Period;(b)the currency and amount of a Utilisation comply with Clause 5.3 (Currency and amount);(c)all applicable deductible items have been completed; and(d)the proposed Interest Period complies with Clause 9 (Interest Periods).5.3Currency and amount(a)The currency specified in a Utilisation Request must be dollars.(b)The amount of the proposed Advance must be an amount which is not more than:(i)in respect of the Advance under the Original Tranches, the lesser of (i) $34,250,000 and (ii) 52.5 per cent. of the aggregate of the InitialMarket Value of the Original Ships; and(ii)in respect of the Advance under the Tranche G, the lesser of (i) $18,000,000 and (ii) 62.5 per cent. of the Initial Market Value of Ship G.; and(iii)in respect of the Advance under Tranche H and Tranche I, the lesser of (i) $25,000,000 and (ii) 55 per cent, of the aggregate Initial MarketValue of Ship H and Ship I.(c)The amount of the proposed Advance must be an amount which is not more than the Available Facility. 42 5.4Lenders' participation(a)If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Advance available by the relevantUtilisation Date through its Facility Office.(b)The amount of each Lender's participation in the Loan will be equal to the proportion borne by its Available Commitment to the Available Facilityimmediately before making the Loan.(c)The Facility Agent shall notify each Lender of the amount of the Loan and the amount of its participation in the Loan by the Specified Time.5.5Cancellation of CommitmentsThe Commitments in respect of any Tranche which are unutilised at the end of the relevant Availability Period shall then be cancelled.5.6Retentions and payment to third partiesThe Borrowers irrevocably authorise the Facility Agent:(a)to deduct from the proceeds of the Loan any fees then payable to the Finance Parties in accordance with Clause 11 (Fees), any solicitors fees anddisbursements together with any applicable VAT and any other items listed as deductible items in the relevant Utilisation Request and to apply them inpayment of the items to which they relate; and(b)on the relevant Utilisation Date, to pay to, or for the account of, the Borrowers the balance (after any deduction made in accordance with paragraph(a) above) of the amounts which the Facility Agent receives from the Lenders in respect of the relevant Advance. That In relation to an OriginalTranche (other than Tranche F), that payment shall be made in like funds as the Facility Agent received from the Lenders in respect of the Loan to theaccount of the Existing Facility Agent under the Existing Facility Agreement which the Borrowers specify in the relevant Utilisation Request for thatpart of the Loan used to refinance the Existing Indebtedness and the balance to the account of the Borrowers.5.7Disbursement of Advance to third partyPayment by the Facility Agent under Clause 5.6 (Retentions and payment to third parties) to a person other than a Borrower shall constitute themaking of the Loan and the Borrowers shall at that time become indebted, as principal and direct obligors, to each Lender in an amount equal to thatLender's participation in the Loan.5.8Prepositioning of fundsIf the Lenders, at the request of the Borrowers and on terms acceptable to all the Lenders and in their absolute discretion, preposition funds with anybank, each Borrower and the Parent Guarantor:(a)agree to pay interest on the amount of the funds so prepositioned at the rate described in Clause 8.1 (Calculation of interest) on the basis of successiveinterest periods of one day and so that interest shall be paid together with the first payment of interest on the Loan after the relevant Utilisation Dateor, if such Utilisation Date does not occur, within three Business Days of demand by the Facility Agent; and(b)shall, without duplication, indemnify each Finance Party against any costs, loss or liability it may incur in connection with such arrangement. 43 SECTION 4 REPAYMENT, PREPAYMENT AND CANCELLATION6REPAYMENT6.1Repayment of LoanThe Borrowers shall repay the Loan as follows:(a)Tranche A by:(i)20 equal consecutive quarterly instalments, each in an amount of $151,515.15 (each a "Tranche A Amortising Instalment" and collectively,the "Tranche A Amortising Instalments"); and(ii)a balloon instalment in the amount of $1,121,212.10 (the "Balloon Instalment A" and together with the Tranche A Amortising Instalments,shall each be a "Repayment Instalment A" and collectively, the "Repayment Instalments A");(b)Tranche B by:(i)20 equal consecutive quarterly instalments, each in an amount of $178,030.30 (each a "Tranche B Amortising Instalment" and collectively,the "Tranche B Amortising Instalments"); and(ii)a balloon instalment in the amount of $1,317,424.25 (the "Balloon Instalment B" and together with the Tranche B Amortising Instalments,shall each be a "Repayment Instalment B" and collectively, the "Repayment Instalments B");(c)Tranche C by:(i)20 equal consecutive quarterly instalments, each in an amount of $193,181.82 (each a "Tranche C Amortising Instalment" and collectively,the "Tranche C Amortising Instalments"); and(ii)a balloon instalment in the amount of $1,429,545.47 (the "Balloon Instalment C" and together with the Tranche C Amortising Instalments,shall each be a "Repayment Instalment C" and collectively, the "Repayment Instalments C");(d)Tranche D by:(i)20 equal consecutive quarterly instalments, each in an amount of $166,666.67 (each a "Tranche D Amortising Instalment" and collectively,the "Tranche D Amortising Instalments"); and(ii)a balloon instalment in the amount of $1,233,333.32 (the "Balloon Instalment D" and together with the Tranche D Amortising Instalments,shall each be a "Repayment Instalment D" and collectively, the "Repayment Instalments D"); 44 (e)Tranche E by: has been prepaid in full; (i)20 equal consecutive quarterly instalments, each in an amount of $189,393.94 (each a "Tranche E Amortising Instalment" and collectively,the "Tranche E Amortising Instalments"); and(ii)a balloon instalment in the amount of $1,401,515.14 (the "Balloon Instalment E" and together with the Tranche E Amortising Instalments,shall each be a "Repayment Instalment E" and collectively, the "Repayment Instalments E");(f)Tranche F by:(i)20 equal consecutive quarterly instalments, each in an amount of $371,212.12 (each a "Tranche F Amortising Instalment" and collectively,the "Tranche F Amortising Instalments"); and(ii)a balloon instalment in the amount of $2,746,969.72 (the "Balloon Instalment F" and together with the Tranche F Amortising Instalments,shall each be a "Repayment Instalment F" and collectively, the "Repayment Instalments F");(g)Tranche G by:(i)15 equal consecutive quarterly instalments, each in an amount of $375,000 (each a "Tranche G Amortising Instalment" and together withTranche A Amortising Instalments, Tranche B Amortising Instalments, Tranche C Amortising Instalments, Tranche D AmortisingInstalments, Tranche E Amortising Instalments and Tranche F Amortising Instalments, the "Amortising Instalments" and each an"Amortising Instalment"); and Amortising Instalment"); and(ii)a balloon instalment in the amount of $12,375,000 (the "Balloon Instalment G" and together with the Tranche G Amortising Instalments,shall each be a "Repayment Instalment G");(h)Tranche H by:(i)16 equal consecutive quarterly instalments, each in an amount of $375,000 (each a "Tranche H Amortising Instalment"); and(ii)a balloon instalment in the amount of $12,750,000 (the "Balloon Instalment H" and together with the Tranche H Amortising Instalments,shall each be a "Repayment Instalment H");(i)Tranche I by:(i)16 equal consecutive quarterly instalments, each in an amount of $125,000 (each a "Tranche I Amortising Instalment" and together withTranche A Amortising Instalments, Tranche B Amortising Instalments, Tranche C Amortising Instalments, Tranche D AmortisingInstalments, Tranche F Amortising Instalments, Tranche G Amortising Instalments and Tranche H Amortising Instalments, the "AmortisingInstalments" and each an "Amortising Instalment"); and(ii)a balloon instalment in the amount of $12,375,000 4,250,000 (the "Balloon Instalment GI" and together with the Tranche G I AmortisingInstalments, shall each be a 45 "Repayment Instalment GI" and together with Repayment Instalments A, Repayment Instalments B, Repayment Instalments C, RepaymentInstalments D, Repayment Instalments E and F, Repayment Instalments FG and Repayment Instalments H, the "Repayment Instalments"); .(j)(h)The first Amortizing Amortising Instalment of each Original Tranche shall be repaid on the date falling three Months after the relevant UtilisationDate and the first Amortising Instalment of Tranche G , Tranche H and Tranche I shall be repaid on the next Repayment Date in respect of theOriginal Tranches following the Utilisation Date of such Tranche G and subsequently at three Monthly intervals thereafter with the last AmortizingInstalment of each Tranche being repayable together with the relevant Balloon Instalment of that Tranche on the Termination Date applicable to thatTranche.6.2Effect of cancellation and prepayment on scheduled repayments(a)If the Borrowers cancel the whole or any part of any Available Commitment in accordance with Clause 7.6 (Right of repayment and cancellation inrelation to a single Lender) or if the Available Commitment of any Lender is cancelled under Clause 7.1 (Illegality) then the Repayment Instalmentsfalling after that cancellation will reduce in inverse order of maturity by the amount of the Available Commitments so cancelled.(b)If the Borrowers cancel the whole or any part of any Available Commitment in accordance with Clause 7.2 (Automatic cancellation) or if the whole orpart of any Commitment is cancelled pursuant to Clause 5.5 (Cancellation of Commitments), the Repayment Instalments for each Repayment Datefalling after that cancellation will reduce in inverse order of maturity by the amount of the Commitments so cancelled.(c)If any part of the Loan is repaid or prepaid in accordance with Clause 7.6 (Right of repayment and cancellation in relation to a single Lender) orClause 7.1 (Illegality) then the Repayment Instalments for each Repayment Date falling after that repayment or prepayment will reduce in inverseorder of maturity by the amount of the Loan repaid or prepaid.(d)If any part of the Loan is prepaid in accordance with Clause 7.3 (Voluntary prepayment of Loan), Clause 7.4 (Mandatory prepayment on sale or TotalLoss) or Clause 7.5 (Mandatory prepayment of Hedging Prepayment Proceeds) then the amount of the Repayment Instalments for each RepaymentDate falling after that repayment or prepayment will reduce in inverse order of maturity by the amount of the Loan repaid or prepaid.(e)If any part of the Loan is repaid or prepaid in accordance with Clause 7.4 (Mandatory prepayment on sale or Total Loss) and following theprepayment referred to in paragraph (a) of Clause 7.4 (Mandatory prepayment on sale or Total Loss) a further prepayment is required under paragraph(b) of Clause 7.4 (Mandatory prepayment on sale or Total Loss), if the Ship that has been sold or become Total Loss:(i)is a Ship other than Ship H or Ship I:(A)any such further prepayment shall reduce the Repayment Instalments outstanding at the time for Tranche H and Tranche I in inverseorder of maturity by the amount of the Loan repaid or prepaid (pro rata between Tranche H and Tranche I); and(B)following the full prepayment of Tranche H and Tranche I, then any such further prepayment shall reduce the RepaymentInstalments outstanding of the remaining Tranches, in inverse order of maturity by the amount of the Loan repaid or prepaid; 46 (ii)is Ship H, any such further prepayment shall reduce the Repayment Instalments outstanding at the time for Tranche I in inverse order ofmaturity by the amount of the Loan repaid or prepaid and following the full prepayment of Tranche I, any such further prepayment shallreduce the Repayment Instalments outstanding of the remaining Tranches, in inverse order of maturity by the amount of the Loan repaid orprepaid; and(iii)is Ship I, any such further prepayment shall reduce the Repayment Instalments outstanding at the time for Tranche H in inverse order ofmaturity by the amount of the Loan repaid or prepaid and following the full prepayment of Tranche H, any such further prepayment shallreduce the Repayment Instalments outstanding of the remaining Tranches, in inverse order of maturity by the amount of the Loan repaid orprepaid.6.3Termination DateOn the final Termination Date, the Borrowers shall additionally pay to the Facility Agent for the account of the Finance Parties all other sums thenaccrued and owing under the Finance Documents.6.4ReborrowingNo Borrower may reborrow any part of the Facility which is repaid.7PREPAYMENT AND CANCELLATION7.1Illegality(a)If it becomes unlawful in any applicable jurisdiction for a Lender to perform any of its obligations as contemplated by this Agreement or to fund ormaintain its participation in an Advance or the Loan or to determine or charge interest rates based upon Adjusted Term SOFR or Term SOFR or itbecomes unlawful for any Affiliate of a Lender for that Lender to do so:(i)that Lender shall promptly notify the Facility Agent upon becoming aware of that event;(ii)upon the Facility Agent notifying the Borrowers, the Available Commitment of that Lender will be immediately cancelled; and(iii)the Borrowers shall prepay that Lender's participation in the Loan on the last day of the Interest Period for the Loan occurring after theFacility Agent has notified the Borrowers or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being noearlier than the last day of any applicable grace period permitted by law) and that Lender's corresponding Commitment shall be immediatelycancelled in the amount of the participation prepaid.(b)If it becomes unlawful for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in theLoan due to: 47 (i)Sanctions (including in each case, without limitation, (A) the non-existence or cessation of legality, validity, binding effect or enforceabilityof a provision of a Finance Document and (B) the presence of any circumstances resulting in the imposition of any civil, administrative orcriminal measures on a Lender) and/or contrary to, or declared by any Sanctions Authority to be contrary to, Sanctions for any Affiliate of aLender for that Lender to do so; or(ii)without prejudice to the generality of the preceding paragraph, any Transaction Obligor or any other member of the Group being orbecoming a Prohibited Person which would result in a breach of Sanctions by a Lender:(A)to the extent permitted by applicable law, that Lender shall promptly notify the Borrowers through the Facility Agent uponbecoming aware of that event;(B)such Lender's Commitment will be cancelled on the date (the "Sanctions Cancellation Date") falling 30 days after the date onwhich the Facility Agent has notified the Borrowers, which it shall do promptly upon receipt of a notification from the Lender; and(C)the Borrowers shall repay that Lender's participation in the Loan on the last day of the Interest Period for the Loan occurring afterthe Sanctions Cancellation Date or, if earlier, the date specified by the Lender in the notice delivered to the Facility Agent (being nolater than the earlier of (x) the Sanctions Cancellation Date and (y) the last day of any applicable grace period permitted by law) andthat Lender's corresponding Commitment shall be cancelled in the amount of the participation prepaid.7.2Automatic cancellationThe unutilised Commitment (if any) of each Lender shall be automatically cancelled at close of business on the date on which the Loan is madeavailable without penalty or prepayment fee.7.3Voluntary prepayment of Loan(a)Subject to paragraph (b) below, the Borrowers may, if they give the Facility Agent not less than five Business Days' (or such shorter period as theMajority Lenders may agree) prior notice, prepay the whole or any part of the Loan (but, if in part, being an amount that reduces the amount of theLoan by a minimum amount of $1,000,000).(b)The Loan may only be prepaid after the last day of the relevant Availability Period (or, if earlier, the day on which the Available Facility is zero).7.4Mandatory prepayment on sale or Total Loss(a)If a Ship is sold (without prejudice to paragraph (a) of Clause 23.12 (Disposals)) or becomes a Total Loss, the Borrowers shall on the Relevant Dateprepay the Tranche applicable to that Ship in full.(b)On the Relevant Date, the Borrowers shall also prepay such part of the Loan as shall eliminate any shortfall arising if the ratio set out in Clause 25(Loan to value ratio) were applied amount of the Loan outstanding to the aggregate Market Value of the remaining Mortgaged Ships immediatelyfollowing the payment referred to in paragraph (a) above is more than 55 per cent. 48 (c)Provided that no Event of Default has occurred and is continuing, any remaining proceeds of the sale or Total Loss of a Ship after the prepaymentsreferred to in paragraph paragraphs (a) and paragraph (b) above have been made together with all other amounts that are payable on any suchprepayment pursuant to the Finance Documents shall be paid to the Borrower that owned the relevant Ship.(d)In this Clause 7.4 (Mandatory prepayment on sale or Total Loss):"Relevant Date" means:(a)in the case of a sale of a Ship, on the date on which the sale is completed by delivery of that Ship to the buyer of that Ship; and(b)in the case of a Total Loss of a Ship, on the earlier of:(i)the date falling 90 days after the Total Loss Date; and(ii)the date of receipt by the Security Agent of the proceeds of insurance relating to such Total Loss.7.5Mandatory prepayment of Hedging Prepayment ProceedsAny Hedging Prepayment Proceeds arising as a result of any cancellation or prepayment under this Agreement shall, following payment into therelevant Earnings Account in accordance with Clause 26.2 (Payment of Earnings), be applied on the last day of the next Interest Period which endsafter such payment in prepayment of the Loan.7.6Right of repayment and cancellation in relation to a single Lender(a)If:(i)any sum payable to any Lender by a Transaction Obligor is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up) orunder that clause as incorporated by reference or in full in any other Finance Document; or(ii)any Lender claims indemnification from a Borrower under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs),the Borrowers may whilst the circumstance giving rise to the requirement for that increase or indemnification continues give the Facility Agent noticeof cancellation of the Commitment of that Lender and its intention to procure the repayment of that Lender's participation in the Loan.(b)On receipt of a notice of cancellation referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.(c)On the last day of each Interest Period which ends after the Borrowers have given notice of cancellation under paragraph (a) above in relation to aLender (or, if earlier, the date specified by the Borrowers in that notice), the Borrowers shall repay that Lender's participation in the Loan. 49 7.7Restrictions(a)Any notice of cancellation or prepayment given by any Party under this Clause 7 (Prepayment and Cancellation) shall be irrevocable and, unless acontrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made, theamount of that cancellation or prepayment and, if relevant, the part of the Loan to be prepaid or cancelled.(b)Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and amounts (if any) payable under theHedging Agreements in connection with that prepayment and, subject to the fee provided for in Clause 11.3 (Prepayment fee) and any Break Costs,without premium or penalty.(c)No Borrower may reborrow any part of the Facility which is prepaid.(d)No Borrower shall repay or prepay all or any part of the Loan or cancel all or any part of the Commitments except at the times and in the mannerexpressly provided for in this Agreement.(e)No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.(f)If the Facility Agent receives a notice under this Clause 7 (Prepayment and Cancellation) it shall promptly forward a copy of that notice to either theBorrowers or the affected Lenders and/or Hedge Counterparties, as appropriate.(g)If all or part of any Lender's participation in the Loan is repaid or prepaid, an amount of that Lender's Commitment (equal to the amount of theparticipation which is repaid or prepaid) will be deemed to be cancelled on the date of repayment or prepayment.7.8Application of prepaymentsAny prepayment of any part of the Loan (other than a prepayment pursuant to Clause 7.1 (Illegality) or Clause 7.6 (Right of repayment andcancellation in relation to a single Lender)) shall be applied pro rata to each Lender's participation in that part of the Loan. 50 SECTION 5 COSTS OF UTILISATION8INTEREST8.1Calculation of interestThe rate of interest on the Loan or any part of the Loan for each Interest Period is the percentage rate per annum which is the aggregate of:(a)the applicable Margin; and(b)Adjusted Term SOFR.8.2Payment of interestThe Borrowers shall pay accrued interest on the Loan or any part of the Loan quarterly in arrears (each an "Interest Payment Date"). 51 8.3Default interest(a)If a Transaction Obligor fails to pay any amount payable by it under a Finance Document other than a Hedging Agreement on its due date, interestshall accrue on the Unpaid Sum from the due date up to the date of actual payment (both before and after judgment) at a rate which, subject toparagraph (b) below, is two per cent. per annum higher than the rate which would have been payable if the Unpaid Sum had, during the period of non-payment, constituted part of the Loan in the currency of the Unpaid Sum for successive Interest Periods, each of a duration selected by the FacilityAgent. Any interest accruing under this Clause 8.3 (Default interest) shall be immediately payable by the Obligors on demand by the Facility Agent.(b)If an Unpaid Sum consists of all or part of the Loan which became due on a day which was not the last day of an Interest Period relating to the Loanor that part of the Loan:(i)the first Interest Period for that Unpaid Sum shall have a duration equal to the unexpired portion of the current Interest Period relating to theLoan or that part of the Loan; and(ii)the rate of interest applying to that Unpaid Sum during that first Interest Period shall be two per cent. per annum higher than the rate whichwould have applied if that Unpaid Sum had not become due.(c)Default interest (if unpaid) arising on an Unpaid Sum will be compounded with the Unpaid Sum at the end of each Interest Period applicable to thatUnpaid Sum but will remain immediately due and payable.8.4Notification of rates of interestThe Facility Agent shall promptly notify the Lenders and the Borrowers of the determination of a rate of interest under this Agreement.8.5Hedging(a)On or before the relevant Utilisation Date, the Borrowers shall enter into Hedging Agreements and shall after that date maintain such HedgingAgreements in accordance with this Clause 8.5 (Hedging).(b)The aggregate notional amount of the transactions in respect of the Hedging Agreements shall be at least 100 per cent. of the aggregate amount of theLoan (or more at the discretion of the Facility Agent).(c)Each Hedging Agreement shall:(i)be secured by pari passu Security with this Agreement;(ii)be with a Hedge Counterparty;(iii)be for a term ending on the Termination Date;(iv)have settlement dates coinciding with the Interest Payment Dates;(v)be based on an ISDA Master Agreement and otherwise in form and substance satisfactory to the Facility Agent; and(vi)provide that the Termination Currency (as defined in the relevant Hedging Agreement) shall be dollars.(d)The rights of each Borrower under the Hedging Agreements and any Hedge Counterparty Guarantee shall be charged or assigned by way of securityunder a Hedging Agreement Security.(e)The parties to each Hedging Agreement must comply with the terms of that Hedging Agreement.(f)Neither a Hedge Counterparty nor a Borrower may amend, supplement, extend or waive the terms of any Hedging Agreement or Hedge CounterpartyGuarantee without the consent of the Security Agent.(g)Paragraph (f) above shall not apply to an amendment, supplement or waiver that is administrative and mechanical in nature and does not give rise to aconflict with any provision of this Agreement or the Hedging Agreement Security.(h)If, at any time, the aggregate notional amount of the transactions in respect of the Hedging Agreements exceeds or, as a result of any repayment orprepayment under this Agreement, will exceed the Loan at that time, the Borrowers must promptly notify the Facility Agent and must, at the requestof the Facility Agent, reduce the aggregate notional amount of those transactions by an amount and in a manner satisfactory to the Facility Agent sothat it no longer exceeds or will not exceed the Loan then or that will be outstanding.(i)Any reductions in the aggregate notional amount of the transactions in respect of the Hedging Agreements in accordance with paragraph (h) abovewill be apportioned as between those transactions pro rata. 52 (j)Paragraph (h) above shall not apply to any transactions in respect of any Hedging Agreement under which no Borrower has any actual or contingentindebtedness.(k)The Facility Agent must make a request under paragraph (h) above if so required by a Hedge Counterparty.(l)Neither a Hedge Counterparty nor a Borrower may terminate or close out any transactions in respect of any Hedging Agreement (in whole or in part)except:(i)in accordance with paragraphs (h)-(k) above;(ii)on the occurrence of an Illegality (as such expression is defined in the relevant Hedging Agreement);(iii)in the case of termination or closing out by a Hedge Counterparty, if the Facility Agent serves notice under sub-paragraph (ii) of paragraph(a) of Clause 28.19 (Acceleration) or, having served notice under sub-paragraph (iii) of paragraph (a) of Clause 28.19 (Acceleration), makesa demand;(iv)in the case of any other termination or closing out by a Hedge Counterparty or a Borrower, with the consent of the Facility Agent; or(v)if the Secured Liabilities (other than in respect of the Hedging Agreements) have been irrevocably and unconditionally paid and dischargedin full;(m)If a Hedge Counterparty or a Borrower terminates or closes out a transaction in respect of a Hedging Agreement (in whole or in part) in accordancewith sub-paragraphs (ii), or (in the case of a Hedge Counterparty only) (iii) of paragraph (l) above, it shall promptly notify the Facility Agent of thattermination or close out.(n)If a Hedge Counterparty is entitled to terminate or close out any transaction in respect of any Hedging Agreement under sub-paragraph (iii) ofparagraph (l) above, such Hedge Counterparty shall promptly terminate or close out such transaction following a request to do so by the SecurityAgent.(o)A Hedge Counterparty may only suspend making payments under a transaction in respect of a Hedging Agreement if a Borrower is in breach of itspayment obligations under any transaction in respect of that Hedging Agreement.(p)Each Hedge Counterparty consents to, and acknowledges notices of, the charging or assigning by way of security by each Borrower pursuant to therelevant Hedging Agreement Security of its rights under the Hedging Agreements to which it is party in favour of the Security Agent.(q)Any such charging or assigning by way of security is without prejudice to, and after giving effect to, the operation of any payment or close-out nettingin respect of any amounts owing under any Hedging Agreement.(r)The Security Agent shall not be liable for the performance of any of a Borrower's obligations under a Hedging Agreement.(s)No Borrower or Hedge Counterparty shall assign any of its rights or transfer any of its rights or obligations under a Hedging Agreement or permit achange of Hedge Counterparty Guarantor without the consent of the Security Agent. 53 9INTEREST PERIODS9.1Interest Periods(a)Each Interest Period will be three Months.(b)An Interest Period in respect of a Tranche or any part of the Loan shall not extend beyond the relevant Termination Date.(c)The first Interest Period for each Tranche shall start on the Utilisation Date relevant to that Tranche and each subsequent Interest Period shall start onthe last day of the preceding Interest Period.(d)Each Tranche shall have one Interest Period only at any time.(e)No Interest Period can be selected in respect of a tenor that has ceased to be available in accordance with Clause 45.4 (Benchmark Replacementsetting).9.2Non-Business DaysIf an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in thatcalendar month (if there is one) or the preceding Business Day (if there is not).10CHANGES TO THE CALCULATION OF INTEREST10.1Unavailability of Term SOFR(a)Interpolated Term SOFR: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan, the applicable Reference Rate shallbe the Interpolated Term SOFR for a period equal in length to the Interest Period of the Loan or that part of the Loan.(b)Historic Term SOFR: If no Term SOFR is available for the Interest Period of the Loan or any part of the Loan and it is not possible to calculate theInterpolated Term SOFR by 17:00 New York time on the relevant Quotation Day, the applicable Reference Rate shall be the Historic Term SOFR forthe Loan or that part of the Loan.(c)Interpolated Historic Term SOFR: If paragraph (b) above applies but no Historic Term SOFR is available for the Interest Period of the Loan or anypart of the Loan, the applicable Reference Rate shall be the Interpolated Historic Term SOFR for a period equal in length to the Interest Period of theLoan or that part of the Loan.(d)Base Rate: If paragraph (c) above applies but it is not possible to calculate the Interpolated Historic Term SOFR, there shall be no Reference Rate forthe Loan or that part of the Loan (as applicable) and Clause 10.3 (Base Rate) shall apply to the Loan or that part of the Loan for that Interest Period.10.2Market disruptionIf before close of business in London on the Quotation Day for the relevant Interest Period, the Facility Agent receives notification from a Lender orLenders (whose participations in the Loan or the relevant part of the Loan exceed 30 per cent. of the Loan or that part of the Loan as appropriate) thatits cost of funds relating to its participation in the Loan or that part of the Loan would be in excess of Adjusted Term SOFR then Clause 10.3 (BaseRate) shall apply to the Loan or that part of the Loan (as applicable) for the relevant Interest Period 54 10.3Base Rate(a)If this Clause 10.3 (Base Rate) applies, the rate of interest on the Loan or the relevant part of the Loan for the relevant Interest Period shall be thepercentage rate per annum which is the sum of:(i)the applicable Margin; and(ii)the Base Rate from time to time.(b)If this Clause 10.3 (Base Rate) applies and the Facility Agent or the Borrowers so require, the Facility Agent and the Borrowers shall enter intonegotiations (for a period of not more than 30 days) with a view to agreeing a substitute basis for determining the rate of interest or (as the case maybe) an alternative basis for funding.(c)Subject to Clause 45.4 (Benchmark Replacement setting), any substitute or alternative basis agreed pursuant to paragraph (b) above shall, with theprior consent of all the Lenders and the Borrowers, be binding on all Parties.10.4Break Costs(a)The Borrowers shall, within three Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any partof the Loan or Unpaid Sum being paid by a Borrower on a day prior to the last day of an Interest Period for the Loan, the relevant part of the Loan orthat Unpaid Sum.(b)Each Lender shall, as soon as reasonably practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its BreakCosts for any Interest Period in respect of which they become, or may become payable.11FEES11.1Commitment fee(a)The Borrowers shall pay quarterly in arrears to the Facility Agent (for the account of each Lender) a fee equal to one per cent. of any unutilisedLender's Available Commitment:(i)in relation to the Commitments in respect of each Original Tranche, commencing on the original date of this Agreement and ending on theearlier of (a) the Utilisation Date of each Original Tranche and (b) the expiry of the relevant Availability Period; and(ii)in relation to the Commitments in respect of Tranche G, commencing on the date of the Deed of Accession, Amendment and Restatementand ending on the earlier of (a) the Utilisation Date in respect of Tranche G and (b) the expiry of the Availability Period.relevant AvailabilityPeriod; and(iii)in relation to the Commitments in respect of Tranche H and Tranche I, commencing on the date of the Second Deed of Accession,Amendment and Restatement and ending on the earlier of (a) the Utilisation Date in respect of Tranche H and Tranche I and (b) the expiry ofthe relevant Availability Period. 55 (b)Paragraph (a) shall not apply if the relevant Utilisation Date in respect of an Original Tranche occurs within seven days of the date of this Agreementor, in respect of Tranche G, within seven days of the Effective Date.:(i)in respect of an Original Tranche occurs within seven days of the date of this Agreement;(ii)in respect of Tranche G, occurs within seven days of the Effective Date; and(iii)in respect of Tranche H and Tranche I, occurs within seven days of the Second Effective Date.11.2Upfront fee(a)The Borrowers have paid to the Facility Agent an upfront fee in the amount equal to 1.25 per cent. of the aggregate Total Commitments in respect ofthe Original Tranches.(b)The Borrowers shall pay to the Facility Agent an upfront fee in the amount equal to 1.00 per cent. of the Total Commitments in respect of Tranche G.(c)The Borrowers shall pay to the Facility Agent an upfront fee in the amount equal to 1.25 per cent. of the Total Commitments in respect of Tranche Hand Tranche I.(d)(c)The upfront fee in each of paragraph (aparagraphs (a), (b) and (c)b above shall be payable on the earlier of (i) the relevant Utilisation Date and (ii)the expiry of the relevant Availability Period.11.3Prepayment fee(a)Subject to paragraph (c) below, the Borrowers must pay to the Facility Agent for each Lender a prepayment fee on the date of prepayment of all orany part of the Loan.(b)The amount of the prepayment fee is:(i)if the prepayment occurs on or before the first anniversary of the Utilisation Date of a Tranche, two per cent. of the amount prepaid;(ii)if the prepayment occurs after the first anniversary but on or before the second anniversary of the Utilisation Date of a Tranche, one per cent.of the amount prepaid.(c)No prepayment fee shall be payable under this Clause if the prepayment is made under Clause 7.1 (Illegality), Clause 7.4 (Mandatory prepayment onsale or Total Loss), Clause 7.5 (Mandatory prepayment of Hedging Prepayment Proceeds), Clause 7.6 (Right of repayment and cancellation inrelation to a single Lender), sub-paragraph (i) of paragraph (c) of Clause 22.5 (Debt Service Coverage Ratio), sub-paragraph (iv) of paragraph (b) ofClause 23.18 (Dividends), Clause 25.6 (Prepayment Mechanism) and 29.2 (Conditions of assignment or transfer). 56 SECTION 6 ADDITIONAL PAYMENT OBLIGATIONS12TAX GROSS UP AND INDEMNITIES12.1Definitions(a)In this Agreement:"Protected Party" means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax inrelation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document."Tax Credit" means a credit against, relief or remission for, or repayment of any Tax."Tax Deduction" means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCADeduction."Tax Payment" means either the increase in a payment made by an Obligor to a Finance Party under Clause 12.2 (Tax gross-up) or a payment underClause 12.3 (Tax indemnity).(b)Unless a contrary indication appears, in this Clause 12 (Tax Gross Up and Indemnities) reference to "determines" or "determined" means adetermination made in the absolute discretion of the person making the determination.(c)This Clause 12 (Tax Gross Up and Indemnities) shall not apply to any Hedging Agreement.12.2Tax gross-up(a)Each Obligor shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law.(b)The Borrowers shall promptly upon becoming aware that an Obligor must make a Tax Deduction (or that there is any change in the rate or the basis ofa Tax Deduction) notify the Facility Agent accordingly. Similarly, a Lender shall notify the Facility Agent on becoming so aware in respect of apayment payable to that Lender. If the Facility Agent receives such notification from a Lender it shall notify the Borrowers and that Obligor.(c)If a Tax Deduction is required by law to be made by an Obligor, the amount of the payment due from that Obligor shall be increased to an amountwhich (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.(d)If an Obligor is required to make a Tax Deduction, that Obligor shall make that Tax Deduction and any payment required in connection with that TaxDeduction within the time allowed and in the minimum amount required by law.(e)Within 30 days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Obligor making that TaxDeduction shall deliver to the Facility Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party thatthe Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority. 57 12.3Tax indemnity(a)The Obligors shall (within three Business Days of demand by the Facility Agent) pay to a Protected Party an amount equal to the loss, liability or costwhich that Protected Party determines will be or has been (directly or indirectly) suffered for or on account of Tax by that Protected Party in respect ofa Finance Document.(b)Paragraph (a) above shall not apply:(i)with respect to any Tax assessed on a Finance Party:(A)under the law of the jurisdiction in which that Finance Party is incorporated or, if different, the jurisdiction (or jurisdictions) inwhich that Finance Party is treated as resident for tax purposes; or(B)under the law of the jurisdiction in which that Finance Party's Facility Office is located in respect of amounts received or receivablein that jurisdiction,if that Tax is imposed on or calculated by reference to the net income received or receivable (but not any sum deemed to be received orreceivable) by that Finance Party; or(ii)to the extent a loss, liability or cost:(A)is compensated for by an increased payment under Clause 12.2 (Tax gross-up); or(B)relates to a FATCA Deduction required to be made by a Party.(c)A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Facility Agent of the event which willgive, or has given, rise to the claim, following which the Facility Agent shall notify the Obligors.(d)A Protected Party shall, on receiving a payment from an Obligor under this Clause 12.3 (Tax indemnity), notify the Facility Agent.12.4Tax CreditIf an Obligor makes a Tax Payment and the relevant Finance Party determines that:(a)a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequenceof which that Tax Payment was received; and(b)that Finance Party has obtained and utilised that Tax Credit, the Finance Party shall pay an amount to the Obligor which that Finance Party determineswill leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by theObligor. 58 12.5Stamp taxesThe Obligors shall pay and, within three Business Days of demand, indemnify each Secured Party against any cost, loss or liability which thatSecured Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.12.6VAT(a)All amounts expressed to be payable under a Finance Document by any Party to a Finance Party which (in whole or in part) constitute theconsideration for any supply for VAT purposes are deemed to be exclusive of any VAT which is chargeable on that supply, and accordingly, subject toparagraph (b) below, if VAT is or becomes chargeable on any supply made by any Finance Party to any Party under a Finance Document and suchFinance Party is required to account to the relevant tax authority for the VAT, that Party must pay to such Finance Party (in addition to and at the sametime as paying any other consideration for such supply) an amount equal to the amount of the VAT (and such Finance Party must promptly provide anappropriate VAT invoice to that Party).(b)If VAT is or becomes chargeable on any supply made by any Finance Party (the "Supplier") to any other Finance Party (the "Recipient") under aFinance Document, and any Party other than the Recipient (the "Relevant Party") is required by the terms of any Finance Document to pay anamount equal to the consideration for that supply to the Supplier (rather than being required to reimburse or indemnify the Recipient in respect of thatconsideration):(i)(where the Supplier is the person required to account to the relevant tax authority for the VAT) the Relevant Party must also pay to theSupplier (at the same time as paying that amount) an additional amount equal to the amount of the VAT. The Recipient must (where this sub-paragraph (i) applies) promptly pay to the Relevant Party an amount equal to any credit or repayment the Recipient receives from therelevant tax authority which the Recipient reasonably determines relates to the VAT chargeable on that supply; and(ii)(where the Recipient is the person required to account to the relevant tax authority for the VAT) the Relevant Party must promptly, followingdemand from the Recipient, pay to the Recipient an amount equal to the VAT chargeable on that supply but only to the extent that theRecipient reasonably determines that it is not entitled to credit or repayment from the relevant tax authority in respect of that VAT.(c)Where a Finance Document requires any Party to reimburse or indemnify a Finance Party for any cost or expense, that Party shall reimburse orindemnify (as the case may be) such Finance Party for the full amount of such cost or expense, including such part of it as represents VAT, save to theextent that such Finance Party reasonably determines that it is entitled to credit or repayment in respect of such VAT from the relevant tax authority.(d)Any reference in this Clause 12.6 (VAT) to any Party shall, at any time when that Party is treated as a member of a group or unity (or fiscal unity) forVAT purposes, include (where appropriate and unless the context otherwise requires) a reference to the person who is treated at that time as makingthe supply, or (as appropriate) receiving the supply, under the grouping rules provided for in Article 11 of Council Directive 2006/112/EC (or asimplemented by the relevant member state of the European Union or equivalent provisions imposed elsewhere) so that a reference to a Party shall beconstrued as a reference to that Party or the relevant group or unity (or fiscal unity) of which that Party is a member for VAT purposes at the relevanttime or the relevant representative member (or representative or head) of that group or unity at the relevant time (as the case may be). 59 (e)In relation to any supply made by a Finance Party to any Party under a Finance Document, if reasonably requested by such Finance Party, that Partymust promptly provide such Finance Party with details of that Party's VAT registration and such other information as is reasonably requested inconnection with such Finance Party's VAT reporting requirements in relation to such supply.12.7FATCA Information(a)Subject to paragraph (c) below, each Party shall, within ten Business Days of a reasonable request by another Party:(i)confirm to that other Party whether it is:(A)a FATCA Exempt Party; or(B)not a FATCA Exempt Party; and(ii)supply to that other Party such forms, documentation and other information relating to its status under FATCA as that other Party reasonablyrequests for the purposes of that other Party's compliance with FATCA; and(iii)supply to that other Party such forms, documentation and other information relating to its status as that other Party reasonably requests forthe purposes of that other Party's compliance with any other law, regulation or exchange of information regime.(b)If a Party confirms to another Party pursuant to sub-paragraph (i) of paragraph (a) above that it is a FATCA Exempt Party and it subsequentlybecomes aware that it is not, or has ceased to be a FATCA Exempt Party, that Party shall notify that other Party reasonably promptly.(c)Paragraph (a) above shall not oblige any Finance Party to do anything and sub-paragraph (iii) of paragraph (a) above shall not oblige any other Partyto do anything which would or might in its reasonable opinion constitute a breach of:(i)any law or regulation;(ii)any fiduciary duty; or(iii)any duty of confidentiality.(d)If a Party fails to confirm whether or not it is a FATCA Exempt Party or to supply forms, documentation or other information requested in accordancewith sub-paragraphs (i) or (ii) of paragraph (a) above (including, for the avoidance of doubt, where paragraph (c) above applies), then such Party shallbe treated for the purposes of the Finance Documents (and payments under them) as if it is not a FATCA Exempt Party until such time as the Party inquestion provides the requested confirmation, forms, documentation or other information. 60 12.8Withholding certificate etc.(a)Each Lender shall:(i)where that Lender is an Original Lender, on the date of this Agreement;(ii)where that Lender is a New Lender (as defined in Clause 29.1 (Assignments and transfers by the Lenders)), on the relevant Transfer Date; or(iii)within ten Business Days of the date of a request from the Facility Agent, supply to the Facility Agent:(A)a withholding certificate on Form W-8, IRS Form W-9 or any other relevant form (including, for the avoidance of doubt, formsrequired in connection with tax laws other than in the US); or(B)any withholding statement or other document, authorisation or waiver as the Facility Agent may require to certify or establish thestatus of such Lender under FATCA or that other law or regulation.(b)The Facility Agent shall provide any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lenderpursuant to paragraph (a) above to the Borrowers.(c)If any withholding certificate, withholding statement, document, authorisation or waiver provided to the Facility Agent by a Lender pursuant toparagraph (a) above is or becomes materially inaccurate or incomplete, that Lender shall promptly update it and provide such updated withholdingcertificate, withholding statement, document, authorisation or waiver to the Facility Agent unless it is unlawful for the Lender to do so (in which casethe Lender shall promptly notify the Facility Agent). The Facility Agent shall provide any such updated withholding certificate, withholdingstatement, document, authorisation or waiver to the Borrowers.(d)The Facility Agent may rely on any withholding certificate, withholding statement, document, authorisation or waiver it receives from a Lenderpursuant to paragraph (a) or (c) above without further verification. The Facility Agent shall not be liable for any action taken by it under or inconnection with paragraphs (a), (b) or (c) above.12.9FATCA Deduction(a)Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction,and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipientof the payment for that FATCA Deduction.(b)Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of suchFATCA Deduction), notify the Party to whom it is making the payment and, in addition, shall notify each Obligor and the Facility Agent and theFacility Agent shall notify the other Finance Parties. 61 13INCREASED COSTS13.1Increased costs(a)Subject to Clause 13.3 (Exceptions), the Borrowers shall, within three Business Days of a demand by the Facility Agent, pay for the account of aFinance Party the amount of any Increased Costs incurred by that Finance Party or any of its Affiliates as a result of:(i)the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation; or(ii)compliance with any law or regulation made,in each case after the date of this Agreement; or(iii)the implementation, application of or compliance with Basel III or CRD IV or any law or regulation that implements or applies Basel III orCRD IV.(b)In this Agreement:(i)"Basel III" means:(A)the agreements on capital requirements, a leverage ratio and liquidity standards contained in "Basel III: A global regulatoryframework for more resilient banks and banking systems", "Basel III: International framework for liquidity risk measurement,standards and monitoring" and "Guidance for national authorities operating the countercyclical capital buffer" published by theBasel Committee on Banking Supervision in December 2010, each as amended, supplemented or restated;(B)the rules for global systemically important banks contained in "Global systemically important banks: assessment methodology andthe additional loss absorbency requirement - Rules text" published by the Basel Committee on Banking Supervision in November2011, as amended, supplemented or restated; and(C)any further guidance or standards published by the Basel Committee on Banking Supervision relating to "Basel III".(ii)"CRD IV" means:(A)Regulation (EU) No 575/2013 of the European Parliament and of the Council of 26 June 2013 on prudential requirements for creditinstitutions and investment firms and amending regulation (EU) No. 648/2012, as amended by Regulation (EU) 2019/876;(B)Directive 2013/36/EU of the European Parliament and of the Council of 26 June 2013 on access to the activity of credit institutionsand the prudential supervision of credit institutions and investment firms, amending Directive 2002/87/EC and repealing Directives2006/48/EC and 2006/49/EC, as amended by Directive (EU) 2019/878; and(C)any other law or regulation which implements Basel III. 62 (iii)"Increased Costs" means:(A)a reduction in the rate of return from the Facility or on a Finance Party's (or its Affiliate's) overall capital;(B)an additional or increased cost; or(C)a reduction of any amount due and payable under any Finance Document,which is incurred or suffered by a Finance Party or any of its Affiliates to the extent that it is attributable to that Finance Party having enteredinto its Commitment or funding or performing its obligations under any Finance Document.(c)Notwithstanding anything in this Clause above to the contrary, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and all requests,rules, guidelines and directives promulgated thereunder, are deemed to have been introduced or adopted after the date of this Agreement, regardless ofthe date enacted or adopted.13.2Increased cost claims(a)A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Facility Agent of the event giving rise to theclaim, following which the Facility Agent shall promptly notify the Borrowers.(b)Each Finance Party shall, as soon as practicable after a demand by the Facility Agent, provide a certificate confirming the amount of its IncreasedCosts.13.3ExceptionsClause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:(a)attributable to a Tax Deduction required by law to be made by an Obligor;(b)attributable to a FATCA Deduction required to be made by a Party;(c)compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensatedsolely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied);(d)attributable to the wilful breach by the relevant Finance Party or its Affiliates of any law or regulation; or(e)incurred by a Hedge Counterparty in its capacity as such.14OTHER INDEMNITIES14.1Currency indemnity(a)If any sum due from an Obligor under the Finance Documents (a "Sum"), or any order, judgment or award given or made in relation to a Sum, has tobe converted from the currency (the "First Currency") in which that Sum is payable into another currency (the "Second Currency") for the purposeof:(i)making or filing a claim or proof against that Obligor; or 63 (ii)obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,that Obligor shall, as an independent obligation, on demand, indemnify each Secured Party to which that Sum is due against any cost, loss or liabilityarising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the FirstCurrency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.(b)Each Obligor waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit otherthan that in which it is expressed to be payable.(c)This Clause 14.1 (Currency indemnity) does not apply to any sum due to a Hedge Counterparty in its capacity as such.14.2Other indemnities(a)Each Obligor shall, on demand, indemnify each Secured Party against any cost, loss or liability incurred by it (acting reasonably) as a result of:(i)the occurrence of any Event of Default;(ii)a failure by a Transaction Obligor to pay any amount due under a Finance Document on its due date, including without limitation, any cost,loss or liability arising as a result of Clause 34 (Sharing among the Finance Parties);(iii)funding, or making arrangements to fund, its participation in an Advance requested by the Borrowers in a Utilisation Request but not madeby reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by thatSecured Party alone); or(iv)the Loan (or part of the Loan) not being prepaid in accordance with a notice of prepayment given by the Borrowers.(b)Each Obligor shall, on demand, indemnify each Finance Party, each Affiliate of a Finance Party and each officer or employee of a Finance Party or itsAffiliate (each such person for the purposes of this Clause 14.2 (Other indemnities) an "Indemnified Person"), against any cost, loss or liability(including, without limitation, for negligence or any other category of liability whatsoever) incurred by that Indemnified Person pursuant to or inconnection with any litigation, arbitration or administrative proceedings or regulatory enquiry, in connection with or arising out of the entry into andthe transactions contemplated by the Finance Documents, having the benefit of any Security constituted by the Finance Documents or which relates tothe condition or operation of, or any incident occurring in relation to, any Ship unless such cost, loss or liability is caused by the gross negligence orwilful misconduct of that Indemnified Person.(c)Without limiting, but subject to any limitations set out in paragraph (b) above, the indemnity in paragraph (b) above shall cover any cost, loss orliability incurred by each Indemnified Person in any jurisdiction:(i)arising or asserted under or in connection with any law relating to safety at sea, the ISM Code, any Environmental Law or any Sanctions; or 64 (ii)in connection with any Environmental Claim.(d)Each Obligor agrees that no Finance Party shall have any liability to any Obligor whether in tort, contract or otherwise for losses suffered by anyObligor in connection with, arising out of or in any way related to the transactions contemplated and the relationship established by any of the FinanceDocuments, or any act, omission or event occurring in connection therewith, unless it is determined in a final non-appealable judgment by a court of acompetent jurisdiction that such losses resulted from the gross negligence or wilful misconduct of the party from which recovery is sought. NoFinance Party shall be liable for any damages arising from the use of others of any information or other materials obtained through 'intralinks' or othersimilar information transmission systems in connection with any of the Finance Documents and in no event shall any Finance Party be liable for anyloss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect or consequential damages, whether ornot that Finance Party has been advised of the possibility of such loss or damages.(e)Any Affiliate or any officer or employee of a Finance Party or of any of its Affiliates may rely on this Clause 14.2 (Other indemnities) subject toClause 1.5 (Third party rights) and the provisions of the Third Parties Act.14.3Indemnity to the Facility AgentEach Obligor shall, on demand, indemnify the Facility Agent against:(a)any cost, loss or liability incurred by the Facility Agent (acting reasonably) as a result of:(i)investigating any event which it reasonably believes is a Default; or(ii)acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriately authorised; or(iii)instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the Finance Documents;and(b)any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Facility Agent(otherwise than by reason of the Facility Agent's gross negligence or wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause35.11 (Disruption to Payment Systems etc.) notwithstanding the Facility Agent's negligence, gross negligence or any other category of liabilitywhatsoever but not including any claim based on the fraud of the Facility Agent in acting as Facility Agent under the Finance Documents.14.4Indemnity to the Security Agent(a)Each Obligor shall, on demand, indemnify the Security Agent and every Receiver and Delegate against any cost, loss or liability (including, withoutlimitation, for negligence or any other category of liability whatsoever) incurred by any of them:(i)in relation to or as a result of:(A)any failure by a Borrower to comply with its obligations under Clause 16 (Costs and Expenses); 65 (B)acting or relying on any notice, request or instruction which it reasonably believes to be genuine, correct and appropriatelyauthorised;(C)the taking, holding, protection or enforcement of the Finance Documents and the Transaction Security;(D)the exercise of any of the rights, powers, discretions, authorities and remedies vested in the Security Agent and each Receiver andDelegate by the Finance Documents or by law;(E)any default by any Transaction Obligor in the performance of any of the obligations expressed to be assumed by it in the FinanceDocuments;(F)any action by any Transaction Obligor which vitiates, reduces the value of, or is otherwise prejudicial to, the Transaction Security;and(G)instructing lawyers, accountants, tax advisers, surveyors or other professional advisers or experts as permitted under the FinanceDocuments.(ii)acting as Security Agent, Receiver or Delegate under the Finance Documents or which otherwise relates to any of the Security Property orthe performance of the terms of this Agreement or the other Finance Documents (otherwise, in each case, than by reason of the relevantSecurity Agent's, Receiver's or Delegate's gross negligence or wilful misconduct).(b)The Security Agent and every Receiver and Delegate may, in priority to any payment to the Secured Parties, indemnify itself out of the SecurityAssets in respect of, and pay and retain, all sums necessary to give effect to the indemnity in this Clause 14.4 (Indemnity to the Security Agent) andshall have a lien on the Transaction Security and the proceeds of the enforcement of the Transaction Security for all monies payable to it.15MITIGATION BY THE FINANCE PARTIES15.1Mitigation(a)Each Finance Party shall, in consultation with the Borrowers, take all reasonable steps to mitigate any circumstances which arise and which wouldresult in any amount becoming payable under or pursuant to, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax Gross Up andIndemnities), Clause 13 (Increased Costs) or including (but not limited to) transferring its rights and obligations under the Finance Documents toanother Affiliate or Facility Office.(b)Paragraph (a) above does not in any way limit the obligations of any Transaction Obligor under the Finance Documents.15.2Limitation of liability(a)Each Obligor shall, on demand, indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of stepstaken by it under Clause 15.1 (Mitigation).(b)A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if either: 66 (i)a Default has occurred and is continuing; or(ii)in the opinion of that Finance Party (acting reasonably), to do so might be prejudicial to it.16COSTS AND EXPENSES16.1Transaction expensesThe Obligors shall, on demand, pay the Facility Agent and the Security Agent the amount of all documented costs and expenses (including legal fees)incurred by any Secured Party, and approved the Borrowers in advance, in connection with the negotiation, preparation, printing, execution,syndication and perfection of:(a)this Agreement and any other documents referred to in this Agreement or in a Security Document; and(b)any other Finance Documents executed after the date of this Agreement.16.2Amendment costsIf:(a)a Transaction Obligor requests an amendment, waiver or consent; or(b)an amendment is required either pursuant to Clause 35.9 (Change of currency) or as contemplated in Clause 45.4 (Benchmark Replacement setting);or(c)a Transaction Obligor requests, and the Security Agent agrees to, the release of all or any part of the Security Assets from the Transaction Security,the Obligors shall, on demand, reimburse each of the Facility Agent and the Security Agent for the amount of all costs and expenses (including legalfees) reasonably incurred by each Secured Party in responding to, evaluating, negotiating or complying with that request or requirement.16.3Enforcement and preservation costsThe Obligors shall, on demand, pay to each Secured Party the amount of all costs and expenses (including legal fees) incurred by that Secured Partyin connection with the enforcement of, or the preservation of any rights (in which case, such costs and expenses (including legal fees) shall bedocumented) under, any Finance Document or the Transaction Security and with any proceedings instituted by or against that Secured Party as aconsequence of it entering into a Finance Document, taking or holding the Transaction Security, or enforcing those rights. 67 SECTION 7 GUARANTEES AND JOINT AND SEVERAL LIABILITY OF BORROWERS17GUARANTEE AND INDEMNITY – PARENT GUARANTOR17.1Guarantee and indemnityThe Parent Guarantor irrevocably and unconditionally:(a)guarantees to each Finance Party punctual performance by each Transaction Obligor other than the Parent Guarantor of all such other TransactionObligor's obligations under the Finance Documents provided that such guarantee shall not include any Excluded Hedging Obligations of the ParentGuarantor;(b)undertakes with each Finance Party that whenever a Transaction Obligor other than the Parent Guarantor does not pay any amount when due under orin connection with any Finance Document, the Parent Guarantor shall immediately on demand pay that amount as if it were the principal obligor; and(c)agrees with each Finance Party that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independent andprimary obligation, indemnify that Finance Party immediately on demand against any cost, loss or liability it incurs as a result of a TransactionObligor other than the Parent Guarantor not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payableby it under any Finance Document on the date when it would have been due. The amount payable by the Parent Guarantor under this indemnity willnot exceed the amount it would have had to pay under this Clause 17 (Guarantee and Indemnity – Parent Guarantor) if the amount claimed had beenrecoverable on the basis of a guarantee.17.2Continuing guaranteeThis guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Transaction Obligor under the FinanceDocuments, regardless of any intermediate payment or discharge in whole or in part.17.3ReinstatementIf any discharge, release or arrangement (whether in respect of the obligations of any Transaction Obligor or any security for those obligations orotherwise) is made by a Secured Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must berestored in insolvency, liquidation, administration or otherwise, without limitation, then the liability of the Parent Guarantor under this Clause 17(Guarantee and Indemnity – Parent Guarantor) will continue or be reinstated as if the discharge, release or arrangement had not occurred.17.4Waiver of defencesThe obligations of the Parent Guarantor under this Clause 17 (Guarantee and Indemnity – Parent Guarantor) and in respect of any TransactionSecurity will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 17.4 (Waiver of defences), would reduce,release or prejudice any of its obligations under this Clause 17 (Guarantee and Indemnity – Parent Guarantor) or in respect of any TransactionSecurity (without limitation and whether or not known to it or any Secured Party) including: 68 (a)any time, waiver or consent granted to, or composition with, any Transaction Obligor or other person;(b)the release of any other Transaction Obligor or any other person under the terms of any composition or arrangement with any creditor of any memberof the Group;(c)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to takeup or enforce, or delay in taking or enforcing any rights against, or security over assets of, any Transaction Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of anysecurity;(d)any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Transaction Obligor or anyother person;(e)any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of anyFinance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase inany facility or the addition of any new facility under any Finance Document or other document or security;(f)any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or(g)any insolvency or similar proceedings.17.5Immediate recourseThe Parent Guarantor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against orenforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any FinanceDocument or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 17 (Guarantee and Indemnity –Parent Guarantor). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.17.6AppropriationsUntil all amounts which may be or become payable by the Transaction Obligors under or in connection with the Finance Documents have beenirrevocably paid in full, each Secured Party (or any trustee or agent on its behalf) may:(a)refrain from applying or enforcing any other moneys, security or rights held or received by that Secured Party (or any trustee or agent on its behalf) inrespect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and theParent Guarantor shall not be entitled to the benefit of the same; and(b)hold in an interest-bearing suspense account any moneys received from the Parent Guarantor or on account of the Parent Guarantor's liability underthis Clause 17 (Guarantee and Indemnity – Parent Guarantor). 69 17.7Deferral of Parent Guarantor's rightsAll rights which the Parent Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against anyBorrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Secured Parties under the FinanceDocuments and until the end of the Security Period and unless the Facility Agent otherwise directs, the Parent Guarantor will not exercise any rightswhich it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of itsobligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 17 (Guarantee andIndemnity – Parent Guarantor):(a)to be indemnified by a Transaction Obligor;(b)to claim any contribution from any third party providing security for, or any other guarantor of, any Transaction Obligor's obligations under theFinance Documents;(c)to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Secured Parties under the FinanceDocuments or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Secured Party;(d)to bring legal or other proceedings for an order requiring any Transaction Obligor to make any payment, or perform any obligation, in respect ofwhich the Parent Guarantor has given a guarantee, undertaking or indemnity under Clause 17.1 (Guarantee and indemnity);(e)to exercise any right of set-off against any Transaction Obligor; and/or(f)to claim or prove as a creditor of any Transaction Obligor in competition with any Secured Party.If the Parent Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to theextent necessary to enable all amounts which may be or become payable to the Secured Parties by the Transaction Obligors under or in connectionwith the Finance Documents to be repaid in full on trust for the Secured Parties and shall promptly pay or transfer the same to the Facility Agent or asthe Facility Agent may direct for application in accordance with Clause 35 (Payment Mechanics).17.8Additional securityThis guarantee and any other Security given by the Parent Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, anyother guarantee or Security or any other right of recourse now or subsequently held by any Secured Party or any right of set-off or netting or right tocombine accounts in connection with the Finance Documents.17.9Applicability of provisions of Guarantee to other SecurityClauses 17.2 (Continuing guarantee), 17.3 (Reinstatement), 17.4 (Waiver of defences), 17.5 (Immediate recourse), 17.6 (Appropriations), 17.7(Deferral of Parent Guarantor's rights) and 17.8 (Additional security) shall apply, with any necessary modifications, to any Security which the ParentGuarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them. 70 18JOINT AND SEVERAL LIABILITY OF THE BORROWERS18.1Joint and several liabilityAll liabilities and obligations of the Borrowers under this Agreement shall, whether expressed to be so or not, be joint and several.18.2Waiver of defencesThe liabilities and obligations of a Borrower shall not be impaired by:(a)this Agreement being or later becoming void, unenforceable or illegal as regards any other Borrower;(b)any Lender or the Security Agent entering into any rescheduling, refinancing or other arrangement of any kind with any other Borrower;(c)any Lender or the Security Agent releasing any other Borrower or any Security created by a Finance Document; or(d)any time, waiver or consent granted to, or composition with any other Borrower or other person;(e)the release of any other Borrower or any other person under the terms of any composition or arrangement with any creditor of any member of theGroup;(f)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect, take up or enforce, any rights against, or securityover assets of, any other Borrower or other person or any non-presentation or non-observance of any formality or other requirement in respect of anyinstrument or any failure to realise the full value of any security;(g)any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of any other Borrower or any otherperson;(h)any amendment, novation, supplement, extension, restatement (however fundamental, and whether or not more onerous) or replacement of a FinanceDocument or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase in anyfacility or the addition of any new facility under any Finance Document or other document or security;(i)any unenforceability, illegality or invalidity of any obligation or any person under any Finance Document or any other document or security; or(j)any insolvency or similar proceedings.18.3Principal DebtorEach Borrower declares that it is and will, throughout the Security Period, remain a principal debtor for all amounts owing under this Agreement andthe Finance Documents and no Borrower shall, in any circumstances, be construed to be a surety for the obligations of any other Borrower under thisAgreement. 71 18.4Borrower restrictions(a)Subject to paragraph (b) below, during the Security Period no Borrower shall:(i)claim any amount which may be due to it from any other Borrower whether in respect of a payment made under, or matter arising out of, thisAgreement or any Finance Document, or any matter unconnected with this Agreement or any Finance Document; or(ii)take or enforce any form of security from any other Borrower for such an amount, or in any way seek to have recourse in respect of such anamount against any asset of any other Borrower; or(iii)set off such an amount against any sum due from it to any other Borrower; or(iv)prove or claim for such an amount in any liquidation, administration, arrangement or similar procedure involving any other Borrower; or(v)exercise or assert any combination of the foregoing.(b)If during the Security Period, the Facility Agent, by notice to a Borrower, requires it to take any action referred to in paragraph (a) above in relation toany other Borrower, that Borrower shall take that action as soon as practicable after receiving the Facility Agent's notice.18.5Deferral of Borrowers' rightsUntil all amounts which may be or become payable by the Borrowers under or in connection with the Finance Documents have been irrevocably paidin full and unless the Facility Agent otherwise directs, no Borrower will exercise any rights which it may have by reason of performance by it of itsobligations under the Finance Documents:(a)to be indemnified by any other Borrower; or(b)to claim any contribution from any other Borrower in relation to any payment made by it under the Finance Documents.19GUARANTEE AND INDEMNITY – HEDGE GUARANTORS19.1Guarantee and indemnityEach Hedge Guarantor irrevocably and unconditionally jointly and severally:(a)guarantees to each Hedge Counterparty punctual performance by each Borrower of all that Borrower's obligations under the Hedging Agreementsprovided that such guarantee shall not include any Excluded Hedging Obligations of such Hedge Guarantor;(b)undertakes with each Hedge Counterparty that whenever a Borrower does not pay any amount when due under or in connection with any HedgingAgreement, that Hedge Guarantor shall immediately on demand pay that amount as if it were the principal obligor; and(c)agrees with each Hedge Counterparty that if any obligation guaranteed by it is or becomes unenforceable, invalid or illegal, it will, as an independentand primary obligation, indemnify that Hedge Counterparty immediately on demand against any cost, loss or liability it incurs as a result of aBorrower not paying any amount which would, but for such unenforceability, invalidity or illegality, have been payable by it under any HedgingAgreement on the date when it would have been due. The amount payable by a Hedge Guarantor under this indemnity will not exceed the amount itwould have had to pay under this Clause 19 (Guarantee and Indemnity – Hedge Guarantors) if the amount claimed had been recoverable on the basisof a guarantee. 72 19.2Continuing guaranteeThis guarantee is a continuing guarantee and will extend to the ultimate balance of sums payable by any Borrower under the Hedging Agreements,regardless of any intermediate payment or discharge in whole or in part.19.3ReinstatementIf any discharge, release or arrangement (whether in respect of the obligations of any Borrower or any security for those obligations or otherwise) ismade by a Secured Party in whole or in part on the basis of any payment, security or other disposition which is avoided or must be restored ininsolvency, liquidation, administration or otherwise, without limitation, then the liability of each Hedge Guarantor under this Clause 19 (Guaranteeand Indemnity – Hedge Guarantors) will continue or be reinstated as if the discharge, release or arrangement had not occurred.19.4Waiver of defencesThe obligations of each Hedge Guarantor under this Clause 19 (Guarantee and Indemnity – Hedge Guarantors) and in respect of any TransactionSecurity will not be affected or discharged by an act, omission, matter or thing which, but for this Clause 19.4 (Waiver of defences), would reduce,release or prejudice any of its obligations under this Clause 19 (Guarantee and Indemnity – Hedge Guarantors) or in respect of any TransactionSecurity (without limitation and whether or not known to it or any Secured Party) including:(a)any time, waiver or consent granted to, or composition with, any Transaction Obligor or other person;(b)the release of any other Transaction Obligor or any other person under the terms of any composition or arrangement with any creditor of any memberof the Group;(c)the taking, variation, compromise, exchange, renewal or release of, or refusal or neglect to perfect or delay in perfecting, or refusal or neglect to takeup or enforce, or delay in taking or enforcing any rights against, or security over assets of, any Transaction Obligor or other person or any non-presentation or non-observance of any formality or other requirement in respect of any instrument or any failure to realise the full value of anysecurity;(d)any incapacity or lack of power, authority or legal personality of or dissolution or change in the members or status of a Transaction Obligor or anyother person;(e)any amendment, novation, supplement, extension, restatement (however fundamental and whether or not more onerous) or replacement of anyFinance Document or any other document or security including, without limitation, any change in the purpose of, any extension of or any increase inany facility or the addition of any new facility under any Finance Document or other document or security; 73 (f)any unenforceability, illegality or invalidity of any obligation of any person under any Finance Document or any other document or security; or(g)any insolvency or similar proceedings.19.5Immediate recourseEach Hedge Guarantor waives any right it may have of first requiring any Secured Party (or any trustee or agent on its behalf) to proceed against orenforce any other rights or security or claim payment from any person (including without limitation to commence any proceedings under any FinanceDocument or to enforce any Transaction Security) before claiming or commencing proceedings under this Clause 19 (Guarantee and Indemnity –Hedge Guarantors). This waiver applies irrespective of any law or any provision of a Finance Document to the contrary.19.6AppropriationsUntil all amounts which may be or become payable by the Borrowers under or in connection with the Hedging Agreements have been irrevocablypaid in full, each Secured Party (or any trustee or agent on its behalf) may:(a)refrain from applying or enforcing any other moneys, security or rights held or received by that Secured Party (or any trustee or agent on its behalf) inrespect of those amounts, or apply and enforce the same in such manner and order as it sees fit (whether against those amounts or otherwise) and noHedge Guarantor shall be entitled to the benefit of the same; and(b)hold in an interest-bearing suspense account any moneys received from any Hedge Guarantor or on account of any Hedge Guarantor's liability underthis Clause 19 (Guarantee and Indemnity – Hedge Guarantors).19.7Deferral of Hedge Guarantors' rightsAll rights which each Hedge Guarantor at any time has (whether in respect of this guarantee, a mortgage or any other transaction) against anyBorrower, any other Transaction Obligor or their respective assets shall be fully subordinated to the rights of the Secured Parties under the FinanceDocuments and until the end of the Security Period and unless the Facility Agent otherwise directs, no Hedge Guarantor will exercise any rightswhich it may have (whether in respect of any Finance Document to which it is a Party or any other transaction) by reason of performance by it of itsobligations under the Finance Documents or by reason of any amount being payable, or liability arising, under this Clause 19 (Guarantee andIndemnity – Hedge Guarantors):(a)to be indemnified by a Transaction Obligor;(b)to claim any contribution from any third party providing security for, or any other guarantor of, any Transaction Obligor's obligations under theFinance Documents;(c)to take the benefit (in whole or in part and whether by way of subrogation or otherwise) of any rights of the Secured Parties under the FinanceDocuments or of any other guarantee or security taken pursuant to, or in connection with, the Finance Documents by any Secured Party; 74 (d)to bring legal or other proceedings for an order requiring any Transaction Obligor to make any payment, or perform any obligation, in respect ofwhich any Hedge Guarantor has given a guarantee, undertaking or indemnity under Clause 19 (Guarantee and Indemnity – Hedge Guarantors);(e)to exercise any right of set-off against any Transaction Obligor; and/or(f)to claim or prove as a creditor of any Transaction Obligor in competition with any Secured Party.If a Hedge Guarantor receives any benefit, payment or distribution in relation to such rights it shall hold that benefit, payment or distribution to theextent necessary to enable all amounts which may be or become payable to the Secured Parties by the Transaction Obligors under or in connectionwith the Finance Documents to be repaid in full on trust for the Secured Parties and shall promptly pay or transfer the same to the Facility Agent or asthe Facility Agent may direct for application in accordance with Clause 35 (Payment Mechanics).19.8Additional securityThis guarantee and any other Security given by a Hedge Guarantor is in addition to and is not in any way prejudiced by, and shall not prejudice, anyother guarantee or Security or any other right of recourse now or subsequently held by any Secured Party or any right of set-off or netting or right tocombine accounts in connection with the Finance Documents.19.9KeepwellEach Obligor that is a Qualified ECP Guarantor hereby jointly and severally absolutely, unconditionally and irrevocably undertakes to provide suchfunds or other support as may be needed from time to time by each other Obligor to honor all of such other Obligor's obligations under this Clause 19(Guarantee and Indemnity – Hedge Guarantors), or (as the case may be) Clause 17 (Guarantee and Indemnity – Parent Guarantor), in respect of theHedging Obligations guaranteed hereby (provided that each Obligor that provides such undertaking shall be liable under this Clause 19.11(Applicability of provisions of Guarantee to other Security) only for the maximum amount of such liability that can be hereby incurred withoutrendering its obligations under this Clause 19.11 (Applicability of provisions of Guarantee to other Security), or otherwise under Clause 19(Guarantee and Indemnity – Hedge Guarantors) or (as the case may be) Clause 17 (Guarantee and Indemnity – Parent Guarantor), voidable underapplicable law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount). Each Obligor intends that this Clause 19.9(Keepwell) constitutes, and this Clause 19.9 (Keepwell) shall be deemed to constitute, a "keepwell, support, or other agreement" for the benefit ofeach other Obligor for all purposes of Section 1a(18)(A)(v)(II) of the Commodity Exchange Act.19.10Acknowledgement regarding any supported QFCs(a)To the extent that the Finance Documents provide support, through a guarantee or otherwise, for Hedging Agreements or any other agreement orinstrument that is a QFC (such support, "QFC Credit Support" and each such QFC a "Supported QFC"), the Parties acknowledge and agree asfollows with respect to the resolution power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of theDodd-Frank Wall Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the "U.S. Special ResolutionRegimes") in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the FinanceDocuments and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or anyother state of the United States): 75 (i)In the event a Covered Entity that is party to a Supported QFC (each, a "Covered Party") becomes subject to a proceeding under a U.S.Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and obligationin or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC or such QFC CreditSupport) from such Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special ResolutionRegime if the Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by thelaws of the United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomessubject to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Finance Documents that might otherwise apply tosuch Supported QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to nogreater extent than such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the FinanceDocuments were governed by the laws of the United States or a state of the United States.(b)For the purposes of this Clause 19.10 (Acknowledgement regarding any supported QFCs) the following terms have the following meanings:(i)"BHC Act Affiliate" of a party means an "affiliate" (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) ofsuch party.(ii)"Covered Entity" means any of the following:(A)"covered entity" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);(B)a "covered bank" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or(C)a "covered FSI" as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).(iii)"Default Right" has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, asapplicable.(iv)"QFC" has the meaning assigned to the term "qualified financial contract" in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).19.11Applicability of provisions of Guarantee to other SecurityClauses 19.2 (Continuing guarantee), 19.3 (Reinstatement), 19.4 (Waiver of defences), 19.5 (Immediate recourse), 19.6 (Appropriations), 19.7(Deferral of Hedge Guarantors' rights) and 19.8 (Additional security) shall apply, with any necessary modifications, to any Security which a HedgeGuarantor creates (whether at the time at which it signs this Agreement or at any later time) to secure the Secured Liabilities or any part of them.19.12 76 SECTION 8 REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT20REPRESENTATIONS20.1General(a)Each respective Obligor Original Borrower and the Parent Guarantor makes the representations and warranties set out in this Clause 20(Representations) to each Finance Party on the date of this Agreement, or as the case may be in respect of Borrower G, on the Effective Date..(b)Borrower G makes the representations and warranties set out in this Clause 20 (Representations) to each Finance Party on the Effective Date.(c)Borrower H and Borrower I the representations and warranties set out in this Clause 20 (Representations) to each Finance Party on the SecondEffective Date.20.2Status(a)It is a limited liability company (in the case of Borrower E) or corporation (in the case of Borrower A, Borrower B, Borrower C, Borrower D,Borrower F, Borrower G and the Parent Guarantor), duly corporation incorporated and validly existing in good standing under the law of its OriginalJurisdiction.(b)It and each Transaction Obligor has the power to own its assets and carry on its business as it is being conducted.20.3Share capital and ownership(a)Borrower A is authorised to issue 500 bearer and/or registered shares with no par value, all of which have been issued in registered form and are fullypaid and non-assessable.(b)Borrower B is authorised to issue 500 bearer and/or registered shares with no par value, all of which have been issued in registered form and are fullypaid and non-assessable.(c)Borrower C is authorised to issue 500 bearer and/or registered shares with no par value, all of which have been issued in registered form and are fullypaid and non-assessable.(d)Borrower D is authorised to issue 500 bearer and/or registered shares with no par value, all of which have been issued in registered form and are fullypaid and non-assessable.(e)Borrower E has an authorised share capital divided into 1,200 shares of Euro 1.00 each, all of which shares have been issued fully paid.(e)(f)Borrower F is authorised to issue 500 registered shares with no par value, all of which have been issued in registered form and are fully paid andnon-assessable.(f)(g)Borrower G is authorised to issue 500 registered shares with no par value, all of which have been issued in registered form and are fully paid andnon-assessable. 77 (g)Borrower H is authorised to issue 500 registered shares with no par value, all of which have been issued in registered form and are fully paid and non-assessable.(h)Borrower I is authorised to issue 500 registered shares with no par value, all of which have been issued in registered form and are fully paid and non-assessable.(i)(h)The legal title to and beneficial interest in the shares in each Borrower is held by the Parent Guarantor free of any Security (other than PermittedSecurity) or any other claim.(j)(i)None of the shares in any Borrower is subject to any option to purchase, pre-emption rights or similar rights.20.4Binding obligationsSubject to the Legal Reservations, the obligations expressed to be assumed by it in each Transaction Document to which it is a party are legal, valid,binding and enforceable obligations.20.5Validity, effectiveness and ranking of Security(a)Each Finance Document to which it is a party does now or, as the case may be, will upon execution and delivery create, subject to the LegalReservations and the Perfection Requirements, the Security it purports to create over any assets to which such Security, by its terms, relates, and suchSecurity will, when created or intended to be created, be valid and effective.(b)No third party has or will have any Security (except for Permitted Security) over any assets that are the subject of any Transaction Security granted byit.(c)Subject to the Legal Reservations and Perfection Requirements, the Transaction Security granted by it to the Security Agent or any other SecuredParty has or will when created or intended to be created have first ranking priority or such other priority it is expressed to have in the FinanceDocuments and is not subject to any prior ranking or pari passu ranking Security.(d)No concurrence, consent or authorisation of any person is required for the creation of or otherwise in connection with any Transaction Security.20.6Non-conflict with other obligationsThe entry into and performance by it of, and the transactions contemplated by, each Transaction Document to which it is a party do not and will notconflict with:(a)any law or regulation applicable to it;(b)the constitutional documents of any Transaction Obligor; or(c)any agreement or instrument binding upon any Transaction Obligor or any Transaction Obligor's assets or constitute a default or termination event(however described) under any such agreement or instrument. 78 20.7Power and authority(a)It has or, as the case may be, will have by the relevant Utilisation Date the power to enter into, perform and deliver, and has taken or, as the case maybe will take by the relevant Utilisation Date, all necessary action to authorise:(i)its entry into, performance and delivery of, each Transaction Document to which it is or will be a party and the transactions contemplated bythose Transaction Documents;(ii)in the case of Borrower A, its registration of Ship A under its Approved Flag;(iii)in the case of Borrower B, its registration of Ship B under its Approved Flag;(iv)in the case of Borrower C, its registration of Ship C under its Approved Flag;(v)in the case of Borrower D, its registration of Ship D under its Approved Flag;(vi)in the case of Borrower E, its registration of Ship E under its Approved Flag;(vi)(vii)in the case of Borrower F, its registration of Ship F under its Approved Flag; and(vii)(viii)in the case of Borrower G, its registration of Ship G under its Approved Flag.;(viii)in the case of Borrower H, its registration of Ship H under its Approved Flag; and(ix)in the case of Borrower I, its registration of Ship I under its Approved Flag.(b)No limit on its powers will be exceeded as a result of the borrowing, granting of security or giving of guarantees or indemnities contemplated by theTransaction Documents to which it is a party.20.8Validity and admissibility in evidenceAll Authorisations required or desirable:(a)to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Transaction Documents to which it is a party; and(b)to make the Transaction Documents to which it is a party admissible in evidence in its Relevant Jurisdictions,have been obtained or effected and are in full force and effect.20.9Governing law and enforcement(a)Subject to the Legal Reservations, the choice of governing law of each Transaction Document to which it is a party will be recognised and enforced inits Relevant Jurisdictions.(b)Subject to the Legal Reservations, any judgment obtained in relation to a Transaction Document to which it is a party in the jurisdiction of thegoverning law of that Transaction Document will be recognised and enforced in its Relevant Jurisdictions. 79 20.10InsolvencyNo:(a)corporate action, legal proceeding or other procedure or step described in paragraph (a) of Clause 28.8 (Insolvency proceedings); or(b)creditors' process described in Clause 28.9 (Creditors' process),has been taken or, to its knowledge, threatened in relation to a member of the Group; and none of the circumstances described in Clause 28.7(Insolvency) applies to a member of the Group.20.11No filing or stamp taxes(a)registration of each Mortgage and each Mortgage Addendum (as applicable) at the registry of the Approved Flag applicable to the relevant Ship; and(b)registration of the Shares Security and the Supplemental Shares Security of Borrower E at the Malta Business Registry pursuant to Regulation 37 (2)(Form G).Under the laws of its Relevant Jurisdictions it is not necessary that the Finance Documents to which it is a party be registered, filed, recorded,notarised or enrolled with any court or other authority in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on orin relation to the Finance Documents to which it is a party or the transactions contemplated by those Finance Documents except :registration of eachMortgage and each Mortgage Addendum (as applicable) at the registry of the Approved Flag applicable to the relevant Ship and which registration,filings and taxes and fees (if any) will be made and paid promptly after the date of the relevant Finance Documents.20.12Deduction of TaxIt is not required to make any Tax Deduction from any payment it may make under any Finance Document to which it is a party.20.13No default(a)No Event of Default and, on the date of this Agreement and on the relevant Utilisation Date, no Default is continuing or is reasonably expected toresult from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Transaction Document.(b)No other event or circumstance is outstanding which constitutes a default or a termination event (however described) under any other agreement orinstrument which is binding on it or to which its assets are subject which might have a Material Adverse Effect.20.14No misleading information(a)Any factual information provided by any Transaction Obligor for the purposes of this Agreement was true and accurate in all material respects as atthe date it was provided or as at the date (if any) at which it is stated. 80 (b)The financial projections contained in any such information have been prepared on the basis of recent historical information and on the basis ofreasonable assumptions.(c)Nothing has occurred or been omitted from any such information and no information has been given or withheld that results in any such informationbeing untrue or misleading in any material respect.20.15Financial Statements(a)Its Original Financial Statements were prepared in accordance with IFRS consistently applied.(b)Its Original Financial Statements fairly present of its financial condition as at the end of the relevant financial year and its results of operations duringthe relevant financial year (consolidated in the case of the Parent Guarantor).(c)There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition ofthe Group, in the case of the Parent Guarantor) since 30 December 2020.(d)Its most recent financial statements delivered pursuant to Clause 21.2 (Financial statements):(i)have been prepared in accordance with Clause 21.4 (Requirements as to financial statements); and(ii)fairly present its financial condition as at the end of the relevant financial year and operations during the relevant financial year (consolidatedin the case of the Parent Guarantor).(e)Since the date of the most recent financial statements delivered pursuant to Clause 21.2 (Financial statements) there has been no material adversechange in its business, assets or financial condition (or the business or consolidated financial condition of the Group, in the case of the Guarantor).20.16Pari passu rankingIts payment obligations under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured andunsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.20.17No proceedings pending or threatened(a)No litigation, arbitration or administrative proceedings or investigations (including proceedings or investigations relating to any alleged or actualbreach of the ISM Code or of the ISPS Code) of or before any court, arbitral body or agency which, if adversely determined, might reasonably beexpected to have a Material Adverse Effect have (to the best of its knowledge and belief (having made due and careful enquiry)) been started orthreatened against it or any Approved Manager.(b)No judgment or order of a court, arbitral tribunal or other tribunal or any order or sanction of any governmental or other regulatory body which mightreasonably be expected to have a Material Adverse Effect has (to the best of its knowledge and belief (having made due and careful enquiry)) beenmade against it or any Approved Manager. 81 20.18Valuations(a)All information supplied by it or on its behalf to an Approved Valuer for the purposes of a valuation delivered to the Facility Agent in accordancewith this Agreement was true and accurate as at the date it was supplied or (if appropriate) as at the date (if any) at which it is stated to be given.(b)It has not omitted to supply any information to an Approved Valuer which, if disclosed, would adversely affect any valuation prepared by suchApproved Valuer.(c)There has been no change to the factual information provided pursuant to paragraph (a) above in relation to any valuation between the date suchinformation was provided and the date of that valuation which, in either case, renders that information untrue or misleading in any material respect.20.19No breach of lawsIt has not (and no other Transaction Obligor has) breached any law or regulation which breach has or is reasonably likely to have a Material AdverseEffect.20.20No CharterNo Ship is subject to any Charter other than a Permitted Charter.20.21Compliance with Environmental LawsAll Environmental Laws relating to the ownership, operation and management of each Ship and the business of each Transaction Obligor (as nowconducted and as reasonably anticipated to be conducted in the future) and the terms of all Environmental Approvals have been complied with.20.22No Environmental ClaimNo Environmental Claim has been made or threatened against any Transaction Obligor or any Ship.20.23No Environmental IncidentNo Environmental Incident has occurred and no person has claimed that an Environmental Incident has occurred.20.24ISM and ISPS Code complianceAll requirements of the ISM Code and the ISPS Code as they relate to each Borrower, each Approved Manager and each Ship have been compliedwith.20.25Taxes paid(a)It is not materially overdue in the filing of any Tax returns and it is not overdue in the payment of any amount in respect of Tax.(b)No claims or investigations are being, or are reasonably likely to be, made or conducted against it with respect to Taxes. 82 20.26Financial IndebtednessNo Borrower has any Financial Indebtedness outstanding other than Permitted Financial Indebtedness.20.27Overseas companiesNo Transaction Obligor has delivered particulars, whether in its name stated in the Finance Documents or any other name, of any UK Establishmentto the Registrar of Companies as required under the Overseas Regulations or, if it has so registered, it has provided to the Facility Agent sufficientdetails to enable an accurate search against it to be undertaken by the Lenders at the Companies Registry.20.28Good title to assetsIt has good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on itsbusiness as presently conducted.20.29Ownership(a)On the relevant Utilisation Date, each Borrower will be the sole legal and beneficial owner of its Ship, its Earnings and its Insurances.(b)With effect on and from the date of its creation or intended creation, each Transaction Obligor will be the sole legal and beneficial owner of any assetthat is the subject of any Transaction Security created or intended to be created by such Transaction Obligor.(c)The constitutional documents of each Transaction Obligor do not and could not restrict or inhibit any transfer of the shares of the Borrowers oncreation or enforcement of the security conferred by the Security Documents.20.30Centre of main interests and establishmentsFor the purposes of The Council of the European Union Regulation No. 2015/848 on Insolvency Proceedings (recast)(the "Regulation"), its centre ofmain interest (as that term is used in Article 3(1) of the Regulation) is situated in Greece and it has no "establishment" (as that term is used in Article2(10) of the Regulation) in any other jurisdiction.20.31Place of businessNo Transaction Obligor has a place of business in any country other than Greece and its head office functions are carried out at 128 VouliagmenisAvenue, 166 74 Glyfada, Greece.20.32No employee or pension arrangements(a)No Borrower has any employees or any liabilities under any pension scheme.(b)Within the last six years, no Transaction Obligor nor any ERISA Affiliate has sponsored, maintained or was obligated to contribute to any Plan.(c)No Transaction Obligor is deemed to be an entity whose underlying assets constitute "plan assets" within the meaning of 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA. 83 (d)The execution and delivery of this Agreement and the consummation of the transactions hereunder will not involve any non-exempt "prohibitedtransaction" for purposes of Section 406 of ERISA or Section 4975 of the Code.20.33Sanctions(a)Neither any Transaction Obligor nor any other member of the Group nor any of their respective Subsidiaries, directors or officers (nor to theBorrowers' best knowledge, none of any such person's employees or agents):(i)is a Prohibited Person;(ii)has violated or is violating any Sanctions;(iii)has received notice of or is aware of any claim, action, suit, proceeding or investigation against it with respect to Sanctions by any SanctionsAuthority; or(iv)is knowingly engaged in any activity that would reasonably be expected to result in such person being designated as a Prohibited Person(b)Each of the Transaction Obligors has implemented and maintains in effect a Sanctions compliance policy which, in accordance with therecommendations of the Sanctions Advisory, is designed to ensure compliance by each such Transaction Obligor, its Subsidiaries and their respectivedirectors, officers, employees and agents with Sanctions.(c)No Ship is a Sanctioned Ship.20.34US Tax ObligorNo Transaction Obligor is a US Tax Obligor.20.35Margin Regulations; Investment Company Act(a)No Obligor is engaged, nor will it engage in the business of extending credit for the purpose of purchasing or carrying margin stock (within themeaning of Regulation U issued by the Board of Governors of the Federal Reserve System of the United States), and no proceeds of any Advance willbe used to buy or carry any margin stock or to extend credit to others for the purpose of buying or carrying any margin stock.(b)No Transaction Obligor is nor is it required to be registered as an "investment company" under the United States of America Investment CompanyAct of 1940.20.36Anti-briberyNo part of the proceeds of the Loan will be used, directly or indirectly, for any payments to any government official or employee, political party,official of a political party, candidate for political office, or anyone else acting in an official capacity, in order to obtain, retain or direct business orobtain any improper advantage, in violation of the United States Foreign Corrupt Practices Act of 1977, as amended.20.37Eligible Contract ParticipantIf it is a party to a Hedging Agreement, it is an "eligible contract participant" under the Commodity Exchange Act or any regulations promulgatedthereunder.20.38Patriot ActTo the extent applicable each Obligor is in compliance with (i) the Trading with the Enemy Act, and each of the foreign assets control regulations ofthe United States Treasury Department (31 CFR, Subtitle B, Chapter V) and any other enabling legislation or executive order relating thereto and (ii)the PATRIOT Act.20.39RepetitionThe Repeating Representations are deemed to be made by each Obligor by reference to the facts and circumstances then existing on the date of therelevant Utilisation Request and the first day of each Interest Period.21INFORMATION UNDERTAKINGS21.1GeneralThe undertakings in this Clause 21 (Information Undertakings) remain in force throughout the Security Period or as , in the case may be in respect ofBorrower G, as on and from the Effective Date or, in the case of Borrower H and Borrower I on and from the Second Effective Date, unless theFacility Agent, acting with the authorisation of the Majority Lenders (or, where specified, all the Lenders), may otherwise permit.21.2Financial statementsThe respective Obligors shall supply to the Facility Agent in sufficient copies for all the Lenders: (a)as soon as they become available, but in any event within 120 days after the end of each of the Parent Guarantor's financial years, the auditedconsolidated financial statements of the Parent Guarantor for that financial year;(b)as soon as they become available, but in any event within 90 days after the end of the Borrowers' Fiscal Quarter their respective unaudited balancesheet, income statement and cash flow statements presented on an aggregate basis;(c)as soon as they become available, but in any event within 75 days after the end of the Parent Guarantor's Fiscal Quarter, the consolidated unauditedfinancial statements for that Fiscal Quarter of the Parent Guarantor;(d)as soon as possible, but in any event within 30 days after the end of each financial year of each Borrower, a budget in a format approved by theFacility Agent which shows all anticipated income and expenditure in respect of each Ship during the next financial year of that Borrower; and(e)after the end of each Fiscal Quarter, the bank account statements in relation to each of the Greek Accounts. 84 21.3Compliance Certificate and DSCR Certificate(a)The Parent Guarantor shall supply to the Facility Agent, with each set of financial statements delivered pursuant to paragraphs (a) and (c) of Clause21.2 (Financial statements):(i)a Compliance Certificate, setting out (in reasonable detail) computations as to compliance with Clause 22 (Financial Covenants) as at thedate as at which those financial statements were drawn up and the balance standing to the credit of each Greek Account; and(ii)if a Distribution is made pursuant to Clause 22.5 (Debt Service Coverage Ratio), a DSCR Certificate, setting out (in reasonable detail)computations as to compliance with Clauses 22.5 (Debt Service Coverage Ratio) and 23.18 (Dividends) as at the date at which thosefinancial statements were drawn up.(b)Each Compliance Certificate and each DSCR Certificate shall be signed by one director or, as the case may be, officer of the Parent Guarantor.21.4Requirements as to financial statements(a)Each set of financial statements delivered by an Obligor pursuant to Clause 21.2 (Financial statements) shall be certified by a director of the relevantcompany as giving a true and fair view (if audited) or fairly presenting (if unaudited) its financial condition and operations as at the date as at whichthose financial statements were drawn up.(b)The Obligors shall procure that each set of financial statements delivered pursuant to Clause 21.2 (Financial statements) is prepared using IFRS,accounting practices and financial reference periods consistent with those applied in the preparation of the Original Financial Statements for theParent Guarantor unless, in relation to any set of financial statements, it notifies the Facility Agent that there has been a change in IFRS, theaccounting practices or reference periods and its auditors (or, if appropriate, the auditors of that Obligor) deliver to the Facility Agent:(i)a description of any change necessary for those financial statements to reflect the IFRS, accounting practices and reference periods uponwhich the Parent Guarantor's financial statements were prepared; and(ii)sufficient information, in form and substance as may be reasonably required by the Facility Agent, to enable the Lenders to determinewhether Clause 22 (Financial Covenants) has been complied with and make an accurate comparison between the financial position indicatedin those financial statements and the Parent Guarantor's Original Financial Statements.Any reference in this Agreement to those financial statements shall be construed as a reference to those financial statements as adjusted to reflect thebasis upon which the Original Financial Statements were prepared.21.5DAC6(a)In this Clause 21.5 (DAC6), "DAC6" means the Council Directive of 25 May 2018 (2018/822/EU) amending Directive 2011/16/EU or anyreplacement legislation applicable in the United Kingdom. 85 (b)The Borrowers shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):(i)promptly upon the making of such analysis or the obtaining of such advice, any analysis made or advice obtained on whether any transactioncontemplated by the Transaction Documents or any transaction carried out (or to be carried out) in connection with any transactioncontemplated by the Transaction Documents contains a hallmark as set out in Annex IV of DAC6; and(ii)promptly upon the making of such reporting and to the extent permitted by applicable law and regulation, any reporting made to anygovernmental or taxation authority by or on behalf of any member of the Group or by any adviser to such member of the Group in relation toDAC6 or any law or regulation which implements DAC6 and any unique identification number issued by any governmental or taxationauthority to which any such report has been made (if available).21.6Information: miscellaneousEach Obligor shall supply to the Facility Agent (in sufficient copies for all the Lenders, if the Facility Agent so requests):(a)promptly after the Facility Agent's demand all documents dispatched by it to its shareholders (or any class of them) or its creditors generally at thesame time as they are dispatched;(b)promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings or investigations (includingproceedings or investigations relating to any actual breach of the ISM Code or of the ISPS Code) which are current or pending against anyTransaction Obligor, and which might, if adversely determined, have a Material Adverse Effect;(c)as soon as practicable upon becoming aware of any fact indicating that it or any other Transaction Obligor or any other member of the Group may bein breach, or be exposed to a breach, of Sanctions, provided that the notification as such does not constitute a breach of mandatory law applicable toit;(d)promptly upon becoming aware of them, the details of any judgment or order of a court, arbitral body or agency which is made against any member ofthe Group and which might have a Material Adverse Effect;(e)promptly, its constitutional documents where these have been amended or varied;(f)promptly, such further information and/or documents regarding:(i)each Ship, goods transported on each Ship, its Earnings and its Insurances;(ii)the Security Assets;(iii)compliance of the Transaction Obligors with the terms of the Finance Documents;(iv)the financial condition, business and operations of any member of the Group; and(v)the Greek Accounts, as any Finance Party (through the Facility Agent) may reasonably request; and 86 (g)promptly, such further information and/or documents as any Finance Party (through the Facility Agent) may reasonably request so as to enable suchFinance Party to comply with any laws applicable to it or as may be required by any regulatory authority.21.7Notification of Default(a)Each Obligor shall notify the Facility Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of itsoccurrence (unless that Obligor is aware that a notification has already been provided by another Obligor).(b)Promptly upon a request by the Facility Agent, each Borrower shall supply to the Facility Agent a certificate signed by two of its directors or seniorofficers on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken toremedy it).21.8Use of websites(a)Each Obligor may satisfy its obligation under the Finance Documents to which it is a party to deliver any information in relation to those Lenders (the"Website Lenders") which accept this method of communication by posting this information onto an electronic website designated by the Borrowersand the Facility Agent (the "Designated Website") if:(i)the Facility Agent expressly agrees (after consultation with each of the Lenders) that it will accept communication of the information by thismethod;(ii)both the relevant Obligor and the Facility Agent are aware of the address of and any relevant password specifications for the DesignatedWebsite; and(iii)the information is in a format previously agreed between the relevant Obligor and the Facility Agent.If any Lender (a "Paper Form Lender") does not agree to the delivery of information electronically then the Facility Agent shall notify the Obligorsaccordingly and each Obligor shall supply the information to the Facility Agent (in sufficient copies for each Paper Form Lender) in paper form. Inany event each Obligor shall supply the Facility Agent with at least one copy in paper form of any information required to be provided by it.(b)The Facility Agent shall supply each Website Lender with the address of and any relevant password specifications for the Designated Websitefollowing designation of that website by the Obligors or any of them and the Facility Agent.(c)An Obligor shall promptly upon becoming aware of its occurrence notify the Facility Agent if:(i)the Designated Website cannot be accessed due to technical failure;(ii)the password specifications for the Designated Website change;(iii)any new information which is required to be provided under this Agreement is posted onto the Designated Website; 87 (iv)any existing information which has been provided under this Agreement and posted onto the Designated Website is amended; or(v)if that Obligor becomes aware that the Designated Website or any information posted onto the Designated Website is or has been infected byany electronic virus or similar software.If an Obligor notifies the Facility Agent under sub-paragraph (i) or (v) of paragraph (c) above, all information to be provided by the Obligors underthis Agreement after the date of that notice shall be supplied in paper form.(d)Any Website Lender may request, through the Facility Agent, one paper copy of any information required to be provided under this Agreement whichis posted onto the Designated Website. The Obligors shall comply with any such request within 10 Business Days.21.9"Know your customer" checks(a)If:(i)the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation made after the date ofthis Agreement;(ii)any change in the status of a Transaction Obligor (or of a Holding Company of a Transaction Obligor) (including, without limitation, achange of ownership of a Transaction Obligor or of a Holding Company of a Transaction Obligor) after the date of this Agreement; or(iii)a proposed assignment or transfer by a Lender of any of its rights and obligations under this Agreement to a party that is not a Lender prior tosuch assignment or transfer,obliges a Finance Party (or, in the case of sub-paragraph (iii) above, any prospective new Lender) to comply with "know your customer" or similaridentification procedures in circumstances where the necessary information is not already available to it, each Obligor shall promptly upon the requestof any Finance Party supply, or procure the supply of, such documentation and other evidence as is reasonably requested by a Servicing Party (foritself or on behalf of any other Finance Party) or any Lender (for itself or, in the case of the event described in sub-paragraph (iii) above, on behalf ofany prospective new Lender) in order for such Finance Party or, in the case of the event described in sub-paragraph (iii) above, any prospective newLender to carry out and be satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws andregulations, including without limitation Sanctions, pursuant to the transactions contemplated in the Finance Documents including, without limitation,obtaining, verifying and recording certain information and documentation that will allow the Facility Agent and each of the Lenders to identify eachTransaction Obligor in accordance with the requirements of the PATRIOT Act.(b)Each Lender shall promptly upon the request of a Servicing Party supply, or procure the supply of, such documentation and other evidence as isreasonably requested by the Servicing Party (for itself) in order for that Servicing Party to carry out and be satisfied it has complied with all necessary"know your customer" or other similar checks under all applicable laws and regulations, including without limitation Sanctions, pursuant to thetransactions contemplated in the Finance Documents including, without limitation, obtaining, verifying and recording certain information anddocumentation that will allow the Facility Agent and each of the Lenders to identify each Transaction Obligor in accordance with the requirements ofthe PATRIOT Act. 88 22FINANCIAL COVENANTS22.1DefinitionsIn this Clause 22 (Financial Covenants):"Consolidated Funded Debt" means, in respect of the Parent Guarantor, on a consolidated basis, all Financial Indebtedness for the relevantaccounting period and in accordance with IFRS consistently applied."Debt Service" means, for any period, an amount equal to the sum of:(a)the aggregate amount of the cash portion of Interest Expense of the Parent Guarantor during that period; plus(b)any fixed dividend (whether in cash or in kind) paid on or in respect of its preferred shares (other than any Management PreferredDividends); plus(c)the aggregate amount of any repayment instalments at the Parent Guarantor level during that period."Debt Service Coverage Ratio" means, for any period, the ratio of:(a)the aggregate EBITDA of the Parent Guarantor for that period; to(b)the Debt Service for such period."DSCR Testing Date" has the meaning given to it in Clause 22.5 (Debt Service Coverage Ratio)."EBITDA" means, in relation to the Parent Guarantor for any period, an amount equal to:(a)the net income of the Parent Guarantor for such period as determined in accordance with IFRS;minus(b)the sum of (without double counting):(i)any income tax credit for such period;(ii)any interest income for such period;(iii)any gain from any extraordinary item for such period;(iv)the aggregate net gain or loss during such period arising from the sale, exchange or other disposition of any capital asset by theParent Guarantor (including any fixed assets, whether tangible or intangible, all inventory sold in conjunction with the dispositionof fixed assets and all securities); and(v)any other non-cash gains that have been added in determining the net income of the Parent Guarantor for such period, in each caseto the extent included in the calculation of the net income of the Parent Guarantor for such period as determined in accordance withIFRS; plus 89 (c)the sum of (without double counting):(i)any provision for income taxes during such period;(ii)Interest Expense for such period;(iii)any loss from any extraordinary item for such period; and(iv)depreciation and amortization for such period,in each case to the extent included in the calculation of the net income of the Parent Guarantor for such period as determined in accordancewith IFRS,and, for the purposes of this definition, the following items shall be excluded in determining the net income of the Parent Guarantor:(i)any restoration to income of any contingency reserve, except to the extent that provision for such reserve was made out of incomeaccrued during such period;(ii)any write-up of any asset; and(iii)any net gain arising from the acquisition of any securities, or the extinguishment, under IFRS, of any Financial Indebtedness of theParent Guarantor."Group Vessel" means each vessel which is owned by a member of the Group."Interest Expense" means, in relation to the Parent Guarantor for any period, the aggregate interest expense (whether cash or non-cash) of the ParentGuarantor determined in accordance with IFRS for that period, including interest expense with respect to the Consolidated Funded Debt of the ParentGuarantor."Market Value Adjusted Total Assets" means, in respect of the Parent Guarantor at any period, the Total Assets adjusted to reflect the Market Valueof all Group Vessels (by substituting the book value of each Group Vessel as specified in the relevant accounting information most recently providedpursuant to the terms of this Agreement with the Market Value of that Group Vessel) as of the relevant testing date in the relevant ComplianceCertificate."Maximum Leverage Ratio" means, as at any date, the ratio of:(a)the sum of Consolidated Funded Debt and Short-Term Liabilities; to(b)Market Value Adjusted Total Assets."Short-Term Liabilities" means, at any date, the value of short-term liabilities of the Parent Guarantor and its Subsidiaries, on a consolidated basis,calculated on the basis of IFRS;"Total Assets" means, as at any date, the value of the total assets of the Parent Guarantor and its Subsidiaries, on a consolidated basis, calculated onthe basis of IFRS. 90 22.2Minimum Cash ReserveThe Borrowers shall maintain in the Cash Reserve Account, on and from the relevant Utilisation Date and at all times thereafter during the SecurityPeriod, a credit balance of not less than $500,000 for each Mortgaged Ship (the "Minimum Cash Reserve").22.3Minimum Liquidity AmountAt all times during the Security Period from and after the relevant Utilisation Date:(a)the Borrowers Borrower G shall ensure that the aggregate amount of all cash on deposit in the its Earnings Accounts Account (which in each case islegally and beneficially owned by the Borrower it is free of any restriction on withdrawal or transfer and unencumbered by any Security other thanpursuant to the Finance Documents is equal to at least $150,000 in respect of each Mortgaged Ship then subject to a Mortgage; and restriction onwithdrawal or transfer, other than in relation to the minimum liquidity amount hereinafter referred, and unencumbered by any Security other thanpursuant to the Finance Documents) is equal to at least $150,000 in respect of Ship G then subject to a Mortgage;(b)the Borrowers shall ensure that the aggregate amount of all cash on deposit in the Cash Reserve Account (which is legally and beneficially owned bythe Guarantor and blocked with restriction on withdrawal or transfer and unencumbered by any Security other than pursuant to the FinanceDocuments) is equal to at least $150,000 in respect of each Mortgaged Ship (other than Ship G) then subject to a Mortgage; and(c)(b)the Parent Guarantor shall at all times maintain, on a consolidated basis, cash in an amount of not less than $150,000 for each Group Vessel (otherthan the Ships), which for the avoidance of doubt, excludes any amounts standing to the credit of the Maintenance Reserve Account and the minimumliquidity amount set out in paragraph (a) or (b) above, to be legally and beneficially owned by the owner of that Group Vessel (other than the Ships),such cash to be free of any restriction or withdrawal or transfer and unencumbered by any Security.22.4Maximum Leverage Ratio(a)The Parent Guarantor shall ensure that, at all times during the Security Period, the Maximum Leverage Ratio is 0.75:1.(b)The financial covenant set out in paragraph (a) above shall be tested semi-annually commencing on the Fiscal Quarter ending 30 June 2021 and byreference to the financial statements of the Parent Guarantor delivered pursuant to paragraph (a) and (c) of Clause 21.2 (Financial Statements) andeach Compliance Certificate delivered pursuant to Clause 21.3 (Compliance Certificate and DSCR Certificate).22.5Debt Service Coverage Ratio(a)In the event that the Parent Guarantor makes a Distribution (other than, for the avoidance of doubt, a Management Preferred Dividend which ispermitted pursuant to the provisions of paragraph (c) of Clause 23.18 (Dividends)) and subject to this Clause 22.5 (Debt Service Coverage Ratio), theObligors shall ensure that, on or after such Distribution and throughout the remainder of the Security Period, the Debt Service Coverage Ratio shall beat least 1.15:1.(b)The financial covenant set out in paragraph (a) above shall be tested: 91 (i)commencing at the time a Distribution is to be made (if such Distribution is made within the first calendar year of any Utilisation Date) on anaggregate basis of the Fiscal Quarter to date; and(ii)thereafter, at the end of each Period,by reference to the financial statements of the Borrowers and/or the Parent Guarantor delivered pursuant to paragraphs (a) (c) of Clause 21.2(Financial Statements) for the relevant Fiscal Quarter or, as the case may be, for the relevant preceding Period (each a "DSCR Testing Date")provided that such Declaration can only be made at the end of a Fiscal Quarter (together to the provision of the DSCR Certificate delivered pursuantto Clause 21.3 (Compliance Certificate and DSCR Certificate)).(c)If any determination of the Debt Service Coverage Ratio requirement set out in this Clause 22.5 (Debt Service Coverage Ratio) shows that theminimum Debt Service Coverage Ratio has not been maintained (the "Shortfall") the Parent Guarantor shall be entitled to rectify such Shortfall,within 7 Business Days after the delivery of the relevant DSCR Certificate and the determination of the Shortfall (if any) (the "Final Cure Date"), bymaking a cash payment:(i)to be applied by the Borrowers in prepayment of the Loan (the "Loan Principle Cure Amount") in inverse order of maturity first againstBalloon Instalment and thereafter against the then outstanding Repayment Instalments and provide the Facility Agent on the Business Dayimmediately following such prepayment with DSCR Certificate setting out (in reasonable detail) computations evidencing compliance withthe Debt Service Coverage Ratio as at the Quarter End Date such covenant was breached and recalculated on the same basis; or(ii)to be deposited in the Cash Reserve Account (the "Deposit Cure Amount") and the Borrowers shall provide the Facility Agent on theBusiness Day immediately following such deposit with a DSCR Certificate setting out (in reasonable detail) computations evidencingcompliance as at that date with the Debt Service Coverage Ratio as at the relevant Quarter End Date such covenant was breached andrecalculated on the same basis,in each case in a total amount sufficient to eliminate the Shortfall (the "Cure Option").Any Loan Principle Cure Amount or Deposit Cure Amount shall be deemed to increase EBITDA on a dollar for dollar basis in respect of the FiscalQuarter in which the Shortfall occurred only for the purpose of ensuring compliance with the minimum Debt Service Coverage Ratio.Any failure for any reason to cure in accordance with this sub-paragraphs (i) or (ii) above by the Final Cure Date shall constitute an immediate Eventof Default.(d)The Borrowers and/or the Parent Guarantor may only exercise the Cure Option no more than twice in any 12- month period and no more than fivetimes in aggregate during the Security Period.(e)If, after giving effect to the foregoing re-calculations, the Parent Guarantor is in compliance with the financial covenant set out in this Clause 22.5(Debt Service Coverage Ratio), the Borrowers and the Parent Guarantor shall be deemed to have satisfied such financial covenant as at the relevantdate of determination and the Shortfall shall be deemed to be rectified. If, on any subsequent date on which the Debt Service Coverage Ratio is testedpursuant to this Clause 22.5 (Debt Service Coverage Ratio), the minimum Debt Service Coverage Ratio has been maintained, any Deposit CureAmount may be released to the Parent Guarantor twelve months after the relevant Final Cure Date if, and in a maximum amount that would ensurethat, the minimum Debt Service Coverage Ratio would still be maintained when re-calculated for the same period after giving effect to the release ofsuch Deposit Cure Amount Provided that no Default has occurred and is continuing at any relevant time or will result from such release. 92 23GENERAL UNDERTAKINGS23.1GeneralThe undertakings in this Clause 23 (General Undertakings) remain in force on and from the date of this Agreement or, in the case of Borrower G onand from the Effective Date or, in the case of Borrower H and Borrower I on and from the Second Effective Date, and throughout the Security Periodor as the case may be in respect of Borrower G, as and from the Effective Date, except as the Facility Agent, acting with the authorisation of theMajority Lenders (or, where specified, all the Lenders) may otherwise permit (and in relation to paragraph (c) of Clause 23.18 (Dividends) the FacilityAgent's consent shall not to be unreasonably withheld).23.2AuthorisationsEach Obligor shall, and shall procure that each other Transaction Obligor will, promptly:(a)obtain, comply with and do all that is necessary to maintain in full force and effect; and(b)supply certified copies to the Facility Agent of,any Authorisation required under any law or regulation of a Relevant Jurisdiction or the state of the Approved Flag at any time of each Ship to enableit to:(i)perform its obligations under the Transaction Documents to which it is a party;(ii)ensure the legality, validity, enforceability or admissibility in evidence in any Relevant Jurisdiction or in the state of the Approved Flag atany time of each Ship, of any Transaction Document to which it is a party; and(iii)own and operate each Ship (in the case of the Borrowers).23.3Compliance with lawsEach Obligor shall, and shall procure that each other Transaction Obligor will, comply in all respects with all laws and regulations to which it may besubject, if failure so to comply has or is reasonably likely to have a Material Adverse Effect including (i) the Trading with the Enemy Act and each ofthe foreign assets control regulations of the United States Treasury Department (31 CFR, Subtitle B, Chapter V) and any other enabling legislation orexecutive order thereto and (ii) the PATRIOT Act.23.4Environmental complianceEach Obligor shall, and shall procure that each other Transaction Obligor will:(a)comply with all Environmental Laws; 93 (b)obtain, maintain and ensure compliance with all requisite Environmental Approvals;(c)implement procedures to monitor compliance with and to prevent liability under any Environmental Law,where failure to do so has or is reasonably likely to have a Material Adverse Effect.23.5Environmental ClaimsEach Obligor shall, and shall procure that each other Transaction Obligor will, (through the Parent Guarantor) promptly upon becoming aware of thesame, inform the Facility Agent in writing of:(a)any Environmental Claim against any Transaction Obligor which is current, pending or threatened; and(b)any facts or circumstances which are reasonably likely to result in any Environmental Claim being commenced or threatened against any TransactionObligor,where the claim, if determined against that Transaction Obligor, has or is reasonably likely to have a Material Adverse Effect.23.6Taxation(a)Each Obligor shall, and shall procure that each other Transaction Obligor will, pay and discharge all Taxes imposed upon it or its assets within thetime period allowed without incurring penalties unless and only to the extent that:(i)such payment is being contested in good faith;(ii)adequate reserves are maintained for those Taxes and the costs required to contest them and both have been disclosed in its latest financialstatements delivered to the Facility Agent under Clause 21.2 (Financial statements); and(iii)such payment can be lawfully withheld.(b)No Obligor change its residence for Tax purposes.23.7Overseas companiesEach Obligor shall, and shall procure that each other Transaction Obligor will, promptly inform the Facility Agent if it delivers to the Registrarparticulars required under the Overseas Regulations of any UK Establishment and it shall comply with any directions given to it by the Facility Agentregarding the recording of any Transaction Security on the register which it is required to maintain under The Overseas Companies (Execution ofDocuments and Registration of Charges) Regulations 2009.23.8No change to centre of main interestsNo Obligor shall change the location of its centre of main interest (as that term is used in Article 3(1) of the Regulation) from that stated in relation toit in Clause 20.30 (Centre of main interests and establishments) and it will create no "establishment" (as that term is used in Article 2(10) of theRegulation) in any other jurisdiction. 94 23.9Pari passu rankingEach Obligor shall, and shall procure that each other Transaction Obligor will, ensure that at all times any unsecured and unsubordinated claims of aFinance Party against it under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditorsexcept those creditors whose claims are mandatorily preferred by laws of general application to companies.23.10Title(a)From the relevant Utilisation Date, each Borrower shall hold the legal title to, and own the entire beneficial interest in its Ship, its Earnings and itsInsurances.(b)With effect on and from its creation or intended creation, each Obligor shall hold the legal title to, and own the entire beneficial interest in any otherassets the subject of any Transaction Security created or intended to be created by such Obligor.23.11Negative pledge(a)No Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, create or permit to subsist any Security over any of its assetswhich are, in the case of Transaction Obligors other than the Borrowers, the subject of the Security created or intended to be created by the FinanceDocuments.(b)No Borrower shall:(i)sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by an Obligor;(ii)sell, transfer or otherwise dispose of any of its receivables on recourse terms;(iii)enter into any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to acombination of accounts; or(iv)enter into any other preferential arrangement having a similar effect,in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing theacquisition of an asset.(c)Paragraphs (a) and (b) above do not apply to any Permitted Security.23.12Disposals(a)No Borrower shall enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease,transfer or otherwise dispose of any asset (including without limitation any Ship, its Earnings or its Insurances).(b)Paragraph (a) above does not apply to any Charter as all Charters are subject to Clause 24.16 (Restrictions on chartering, appointment of managersetc.).23.13MergerNo Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, enter into any amalgamation, demerger, merger, consolidationor corporate reconstruction except for, in respect of the Parent Guarantor only, any amalgamation, demerger, merger, consolidation or corporatereconstruction which results in the Parent Guarantor being the surviving entity and which does not have or is not reasonably likely to have a MaterialAdverse Effect. For the avoidance of doubt a stock split or a reverse stock split pertaining to the share capital of the Parent Guarantor is permissiblewithout the consent of any of the Secured Parties. 95 23.14Change of business(a)The Parent Guarantor shall procure that no substantial change is made to the general nature of the business of the Parent Guarantor or of anyTransaction Obligor from that carried on at the date of this Agreement.(b)No Borrower shall engage in any business other than the ownership and operation of its Ship.23.15Financial IndebtednessNo Borrower shall incur or permit to be outstanding any Financial Indebtedness except Permitted Financial Indebtedness.23.16ExpenditureNo Borrower shall incur any expenditure, except for expenditure reasonably incurred in the ordinary course of owning, operating, insuring,maintaining and repairing its Ship and the administration of the Borrowers.23.17Share capitalNo Borrower shall:(a)purchase, cancel, redeem or retire its issued shares or share capital, as the case may be;(b)increase or reduce its authorised share capital or increase or reduce the number of shares that it is authorised to issue or change the par value of suchshares or create any new class of shares;(c)issue any further shares except to the Parent Guarantor and provided such new shares are made subject to the terms of the Shares Security and anySupplemental Shares Security applicable to that Borrower immediately upon the issue of such new shares in a manner satisfactory to the SecurityAgent and the terms of that Shares Security and (if applicable) that Supplemental Shares Security are complied with; or(d)appoint any further director, officer or secretary of that Borrower (unless the provisions of the Shares Security and any Supplemental Shares Securityapplicable to that Borrower are complied with).23.18Dividends(a)The Parent Guarantor shall not:(i)declare, repay, distribute, make or pay any dividend (in cash) on or in respect of its common share capital (or any class of its common sharecapital); 96 (ii)redeem, repurchase, defease, retire or repay any of its common share capital or resolve to do so, (each a "Distribution").(b)Paragraph (a) above shall not apply provided that:(i)no Event of Default has occurred or the making of the Distribution would result in the occurrence of an Event of Default;(ii)the Net LTV is less than 60 per cent. before the making of the Distribution;(iii)the Parent Guarantor is in compliance with Clause 22.5 (Debt Service Coverage Ratio); and(iv)for each dollar amount of the Distribution the Borrowers prepay the Loan in such equal amount to be applied against the RepaymentInstalments falling after that prepayment in inverse order of maturity by the amount of the Loan prepaid.(c)Notwithstanding paragraphs (a) and (b) of this Clause 23.18 (Dividends), the Parent Guarantor shall be entitled to declare, make or pay anyManagement Preferred Dividends in an amount of up to $500,000 1,000,000 per annum Provided that no Event of Default has occurred or thedeclaration, making or payment of such Management Preferred Dividends would result in the occurrence of an Event of Default.(d)The Borrowers shall be permitted to:(i)make Distributions or declare, repay, distribute, make or pay any charge, fee or other distribution (or interest on any unpaid dividend, charge,fee or other distribution);(ii)pay any management, advisory or other fee to or to the order of any of its shareholders; and(iii)repay or distribute any share premium reserve,(collectively, the "Borrower's Distribution"),in, each case, Provided that no Event of Default has occurred and is continuing or would result from such Borrower's Distribution.23.19Other transactionsNo Borrower shall:(a)be the creditor in respect of any loan or any form of credit to any person other than another Transaction Obligor and where such loan or form of creditis Permitted Financial Indebtedness;(b)give or allow to be outstanding any guarantee or indemnity to or for the benefit of any person in respect of any obligation of any other person or enterinto any document under which that Borrower assumes any liability of any other person other than any guarantee or indemnity given under theFinance Documents.(c)enter into any material agreement other than: 97 (i)the Transaction Documents;(ii)any other agreement expressly allowed under any other term of this Agreement (including, without limitation, in respect of any PermittedFinancial Indebtedness); and(d)enter into any transaction on terms which are, in any respect, less favourable to that Obligor than those which it could obtain in a bargain made atarms' length; or(e)acquire any shares or other securities other than US or UK Treasury bills and certificates of deposit issued by major North American or Europeanbanks.23.20Unlawfulness, invalidity and ranking; Security imperilledNo Obligor shall, and the Obligors shall procure that no other Transaction Obligor will, do (or fail to do) or cause or permit another person to do (oromit to do) anything which is likely to:(a)make it unlawful for a Transaction Obligor to perform any of its obligations under the Transaction Documents;(b)cause any obligation of a Transaction Obligor under the Transaction Documents to cease to be legal, valid, binding or enforceable;(c)cause any Transaction Document to cease to be in full force and effect;(d)cause any Transaction Security to rank after, or lose its priority to, any other Security; and(e)imperil or jeopardise the Transaction Security.23.21Employees and ERISA complianceNo Borrower shall employ any individuals (other than the master and crew members of the Ship owned or to be owned by it). No Obligor nor anyERISA Affiliate shall sponsor, maintain or become obligated to contribute to any Plan. Each Borrower shall provide prompt written notice to theFacility Agent in the event that that Borrower becomes aware that any Obligor or any ERISA Affiliate has incurred or is reasonably likely to incurany liability with respect to any Plan, that, individually or in the aggregate with any other such liability, would be reasonably expected to have aMaterial Adverse Effect.23.22Books and recordsEach Obligor will keep proper books of record and account which will be accurate in all material respects and in which full, true and correct entries inaccordance with IFRS will be made of all dealings or transactions in relation to its business and activities.23.23Sanctions(a)No Obligor shall, and shall not suffer, permit or authorize any other Transaction Obligor or any other member of the Group to, directly or indirectly,use, lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of the Loan or other transaction(s) contemplatedby this Agreement to fund any trade, business or other activities:(i)involving or for the benefit of any Prohibited Person or any subsidiary or joint venture partner of any Prohibited Person (whether at the timeof such funding or otherwise); 98 (ii)in any country or territory, that at the time of such funding is a Sanctioned Country; or(iii)in any other manner that would result in a violation of Sanctions by any Transaction Obligor, any other member of the Group or any FinanceParty.(b)Each Obligor will, and will ensure that any other Transaction Obligor and any other member of the Group will:(i)ensure that no person that is a Prohibited Person will have any legal or beneficial interest in any funds repaid or remitted by any TransactionObligor to a Lender in connection with the Loan or any part of the Loan;(ii)not fund all or any part of any payment or repayment under the Loan out of proceeds derived from any activity with a Prohibited Person or inor with a Sanctioned Country;(iii)not fund all or any part of any payment or repayment under the Loan out of proceeds derived from transactions which would be prohibited bySanctions or would otherwise cause any Finance Party, any Transaction Obligor or any other member of the Group to be in breach ofSanctions; and(iv)procure that no proceeds from activities or business with a Prohibited Person or in or with a Sanctioned Country are credited to any EarningsAccount or any other Account.(c)Each Obligor shall (and shall procure that each other Transaction Obligor and each other member of the Group shall) maintain in effect a Sanctionscompliance policy which, in accordance with the recommendations of the Sanctions Advisory, is designed to ensure compliance by each such personand their respective directors, officers, employees and agents with Sanctions. Without limitation on the foregoing, such Sanctions compliance policyshall procure that each Transaction Obligor, each other member of the Group and their respective directors, officers, employees and agents shall,where applicable:(i)conduct their activities in a manner consistent with Sanctions;(ii)have sufficient resources in place to ensure execution of and compliance with their own Sanctions policies by their personnel, e.g., directhires, contractors, and staff;(iii)ensure Subsidiaries and Affiliates comply with the relevant policies, as applicable;(iv)have relevant controls in place to monitor automatic identification system (AIS) transponders;(v)have controls in place to screen and assess onboarding or offloading cargo in areas they determine to present a high risk;(vi)have controls to assess authenticity of bills of lading, as necessary; and(vii)have controls in place consistent with the Sanctions Advisory.(d)Each Obligor shall procure that each other Transaction Obligor and each other member of the Group will comply in all respects with Sanctions.(e)No Obligor nor any other Transaction Obligor nor any other member of the Group shall be a Prohibited Person. 99 (f)The representations and covenants in Clause 23.23 (Sanctions), paragraphs (a) through (e) of this Clause 23.23 (Sanctions), Clause 24.10(Compliance with laws etc.) (solely as relates to Sanctions) and Clause 24.12 (Sanctions and Ship trading) (collectively, the "Sanctions Clauses")shall not apply to any Lender that informs the Facility Agent that it is subject to Council Regulation (EC) No. 2271/96 of 22 November 1996 ("EUBlocking Regulation") or Section 7 of the German Foreign Trade Ordinance (§ 7 Außenwirtschaftsverordnung) or a similar applicable anti-boycottstatute (together with the EU Blocking Regulation and Section 7 of the of the German Foreign Trade Ordinance, and any similar successor EU law,the "Anti Boycott Regulations"), to the extent that compliance with the Sanctions Clauses would violate some or all of the Anti Boycott Regulations.(g)Restricted Lender:(i)In connection with any amendment, waiver, determination or direction relating to the Sanctions Clauses of which a Lender does not have thebenefit because such benefit would result in a violation by the lender of any Anti Boycott Regulations (each a "Restricted Lender"), theCommitment or participation in the Loan, as applicable, of that Restricted Lender will, subject to paragraph (ii) below, be excluded for thepurpose of determining whether the consent of the Majority Lenders has been obtained or whether the determination or direction by theMajority Lenders has been made or given.(ii)The Facility Agent is only permitted to exclude the Commitment or participation in the Loan of a Lender pursuant to paragraph (i) above forthe purpose of determining whether the consent of the Majority Lenders has been obtained or whether the determination or direction by theMajority Lenders has been made, if following the Facility Agent's request for such consent, determination or direction by the MajorityLenders the respective Lender notifies the Facility Agent that it is a Restricted Lender for such purpose.23.24Further assurance(a)Each Obligor shall, and shall procure that each other Transaction Obligor will, promptly, and in any event within the time period specified by theSecurity Agent do all such acts (including procuring or arranging any registration, notarisation or authentication or the giving of any notice) orexecute or procure execution of all such documents (including assignments, transfers, mortgages, charges, notices, instructions, acknowledgments,proxies and powers of attorney), as the Security Agent may specify (and in such form as the Security Agent may require in favour of the SecurityAgent or its nominee(s)):(i)to create, perfect, vest in favour of the Security Agent or protect the priority of the Security or any right of any kind created or intended to becreated under or evidenced by the Finance Documents (which may include the execution of a mortgage, charge, assignment or other Securityover all or any of the assets which are, or are intended to be, the subject of the Transaction Security) or for the exercise of any rights, powersand remedies of any of the Secured Parties provided by or pursuant to the Finance Documents or by law;(ii)to confer on the Security Agent or confer on the Secured Parties Security over any property and assets of that Transaction Obligor located inany jurisdiction equivalent or similar to the Security intended to be conferred by or pursuant to the Finance Documents; 100 (iii)to facilitate or expedite the realisation and/or sale of, the transfer of title to or the grant of, any interest in or right relating to the assets whichare, or are intended to be, the subject of the Transaction Security or to exercise any power specified in any Finance Document in respect ofwhich the Security has become enforceable; and/or(iv)to enable or assist the Security Agent to enter into any transaction to commence, defend or conduct any proceedings and/or to take any otheraction relating to any item of the Security Property.(b)Each Obligor shall, and shall procure that each other Transaction Obligor will, take all such action as is available to it (including making all filingsand registrations) as may be necessary for the purpose of the creation, perfection, protection or maintenance of any Security conferred or intended tobe conferred on the Security Agent or the Secured Parties by or pursuant to the Finance Documents.(c)At the same time as an Obligor delivers to the Security Agent any document executed by itself or another Transaction Obligor pursuant to this Clause23.24 (Further assurance), that Obligor shall deliver, or shall procure that such other Transaction Obligor will deliver, to the Security Agent acertificate signed by two of that Obligor's or Transaction Obligor's directors or officers which shall:(i)set out the text of a resolution of that Obligor's or Transaction Obligor's directors specifically authorising the execution of the documentspecified by the Security Agent; and(ii)state that either the resolution was duly passed at a meeting of the directors validly convened and held, throughout which a quorum ofdirectors entitled to vote on the resolution was present, or that the resolution has been signed by all the directors or officers and is valid underthat Obligor's or Transaction Obligor's articles of association or other constitutional documents. 101 23.25Subordination of liabilities under a Permitted Inter-Company Loan(a)Each Borrower and the Parent Guarantor agree that the Permitted Inter-Company Loan Liabilities are postponed and subordinated to the SecuredLiabilities.(b)A Borrower or the Parent Guarantor may make any Payments in respect of the Permitted Inter-Company Loan Liabilities then due Provided that noEvent of Default has occurred and is continuing or would result from such Payment.24GENERAL SHIP UNDERTAKINGS24.1GeneralThe undertakings in this Clause 24 (General Ship Undertakings) remain in force on and from the date of this Agreement or, or as in the case may bein respect of Borrower G, as on and from the Effective Date or, in the case of Borrower H and Borrower I on and from the Second Effective Date, andthroughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or, where specified, allthe Lenders) may otherwise permit. 24.2Ships' names and registrationEach Borrower shall, in respect of the Ship owned by it:(a)keep that Ship registered in its name under the Approved Flag from time to time at its port of registration;(b)not do or allow to be done anything as a result of which such registration might be suspended, cancelled or imperilled;(c)not enter into any dual flagging arrangement in respect of that Ship; and(d)not change the name of that Ship,provided that any change of flag (including the Permitted Re-flagging) of a Ship shall be subject to:(i)that Ship remaining subject to Security securing the Secured Liabilities created by a first priority or preferred ship mortgage on that Ship and,if appropriate, a first priority deed of covenant collateral to that mortgage (or equivalent first priority Security) on substantially the sameterms as the Mortgage on that Ship and (if applicable) related Deed of Covenant and on such other terms and in such other form as theFacility Agent, acting with the authorisation of the Lenders, shall approve or require; and(ii)the execution of such other documentation amending and supplementing the Finance Documents as the Facility Agent, acting with theauthorisation of the Lenders, shall approve or require.24.3Repair and classificationEach Borrower shall keep the Ship owned by it in a good and safe condition and state of repair:(a)consistent with first class ship ownership and management practice; and(b)so as to maintain the Approved Classification free of overdue major recommendations and conditions affecting that Ship's class.24.4Classification society undertakingIf required by the Facility Agent in writing each Borrower shall, in respect of the Ship owned by it, instruct the relevant Approved ClassificationSociety (and procure that the Approved Classification Society undertakes with the Security Agent):(a)to send to the Security Agent (with a copy to the Borrowers), following receipt of a written request from the Security Agent, certified true copies ofall original class records held by the Approved Classification Society in relation to that Ship;(b)to allow the Security Agent (or its agents), at any time and from time to time, to inspect the original class and related records of that Borrower andthat Ship at the offices of the Approved Classification Society and to take copies of them;(c)to notify the Security Agent promptly in writing if the Approved Classification Society: 102 (i)receives notification from that Borrower or any person that that Ship's Approved Classification Society is to be changed; or(ii)becomes aware of any facts or matters which may result in or have resulted in a change, suspension, discontinuance, withdrawal or expiry ofthat Ship's class under the rules or terms and conditions of that Borrower or that Ship's membership of the Approved Classification Society;(d)following receipt of a written request from the Security Agent:(i)to confirm that that Borrower is not in default of any of its contractual obligations or liabilities to the Approved Classification Society,including confirmation that it has paid in full all fees or other charges due and payable to the Approved Classification Society; or(ii)to confirm that that Borrower is in default of any of its contractual obligations or liabilities to the Approved Classification Society, to specifyto the Security Agent in reasonable detail the facts and circumstances of such default, the consequences of such default, and any remedyperiod agreed or allowed by the Approved Classification Society.24.5ModificationsNo Borrower shall make any modification or repairs to, or replacement of, any Ship or equipment installed on it which would or might materiallyalter the structure, type or performance characteristics of that Ship or materially reduce its value.24.6Removal and installation of parts(a)Subject to paragraph (b) below, no Borrower shall remove any material part of any Ship, or any item of equipment installed on any Ship unless:(i)the part or item so removed is forthwith replaced by a suitable part or item which is in the same condition as or better condition than the partor item removed;(ii)the replacement part or item is free from any Security in favour of any person other than the Security Agent; and(iii)the replacement part or item becomes, on installation on that Ship, the property of that Borrower and subject to the security constituted by theMortgage on that Ship and (if applicable) the related Deed of Covenant.(b)A Borrower may install:(i)equipment owned by a third party if the equipment can be removed without any risk of damage to the Ship owned by that Borrower; and(ii)scrubbers or other equipment installed to comply with regulatory requirements applicable to the Ship owned by that Borrower. 103 24.7Surveys Each Borrower shall submit the Ship owned by it regularly to all periodic or other surveys which may be required for classification purposes and, if sorequired by the Facility Agent acting on the instructions of the Majority Lenders, provide the Facility Agent, with copies of all survey reports.24.8InspectionEach Borrower shall, at its own reasonable cost and expense, permit the Security Agent (acting through surveyors or other persons appointed by it forthat purpose) to board the Ship owned by it with reasonable advance notice by the Security Agent at all reasonable times, but in any event withoutdelaying or interfering with that Ship's operation, loading or unloading, to inspect its condition or to satisfy themselves about proposed or executedrepairs and shall afford all proper facilities for such inspections, provided that so long as (i) no Event of Default or (ii) any casualty to that Shipwhich is or is likely to be or to become a Major Casualty has occurred, each Borrower shall not be obliged to pay any costs and expenses in respect ofmore than one inspection of its Ship in any calendar year.24.9Prevention of and release from arrest(a)Each Borrower shall, in respect of the Ship owned by it, promptly discharge:(i)all liabilities which give or may give rise to maritime or possessory liens on or claims enforceable against that Ship, its Earnings or itsInsurances;(ii)all Taxes, dues and other amounts charged in respect of that Ship, its Earnings or its Insurances; and(iii)all other outgoings whatsoever in respect of that Ship, its Earnings or its Insurances.(b)Each Borrower shall immediately upon receiving notice of the arrest of the Ship owned by it or of its detention in exercise or purported exercise ofany lien or claim, initiate and subsequently take all steps necessary to procure its release by providing bail or otherwise as the circumstances mayrequire.24.10Compliance with laws etc.Each Borrower shall:(a)comply, or procure compliance with all laws or regulations:(i)relating to its business generally; and(ii)relating to the Ship owned by it, its ownership, employment, operation, management and registration,including, but not limited to, the ISM Code, the ISPS Code, all Environmental Laws, all Sanctions and the laws of the Approved Flag;(b)obtain, comply with and do all that is necessary to maintain in full force and effect any Environmental Approvals; and 104 (c)without limiting paragraph (a) above, not employ the Ship owned by it nor allow its employment, operation or management in any manner contrary toany law or regulation including but not limited to the ISM Code, the ISPS Code, all Environmental Laws and Sanctions (or which would be contraryto Sanctions if Sanctions were binding on each Transaction Obligor).24.11ISPS CodeWithout limiting paragraph (a) of Clause 24.10 (Compliance with laws etc.), each Borrower shall:(a)procure that the Ship owned by it and the company responsible for that Ship's compliance with the ISPS Code comply with the ISPS Code; and(b)maintain an ISSC for that Ship; and(c)notify the Facility Agent promptly in writing of any actual or threatened withdrawal, suspension, cancellation or modification of the ISSC.24.12Sanctions and Ship tradingWithout limiting Clause 24.10 (Compliance with laws etc.), each Borrower shall procure:(a)that the Ship owned by it shall not be used by or for the benefit of a Prohibited Person;(b)that the Ship owned by it shall not be used in trading in any manner that creates a material risk that such Ship will become a Sanctioned Ship;(c)(b)that such Ship shall not be used in trading to or from a Sanctioned Country or otherwise in any manner contrary to Sanctions (or which could becontrary to Sanctions if Sanctions were binding on each Transaction Obligor); andin violation of Sanctions, or in a manner which creates a risk that aTransaction Obligor will become a Prohibited Person or in any manner which would cause any Finance Party to be in breach of or made subject toSanctions, or at risk of being in breach of Sanctions;(d)(c)that such Ship shall not be traded in any manner which would trigger the operation of any sanctions limitation or exclusion clause (or similar) inthe Insurances.; and(e)without prejudice to the above provisions of this Clause 24.12 (Sanctions and Ship trading), use commercially reasonable endeavours to procure thateach time charterparty in respect of the Ship owned by it shall contain, for the benefit of that Borrower, language which gives effect to the provisionsof paragraph (a) of Clause 24.10 (Compliance with laws etc.) as regards Sanctions and this Clause 24.12 (Sanctions and Ship trading) and whichcharterparty permits refusal of employment or voyage orders if such employment or compliance with such orders either results, or risks resulting innon-compliance with such provisions breaching Sanctions.24.13Trading in war zones or excluded areasNo Borrower shall cause or permit any Ship to enter or trade to any zone which is declared a war zone by any government or by that Ship's war risksinsurers or which is otherwise excluded from the scope of coverage of the obligatory insurances unless: 105 (a)the prior written consent of the Security Agent acting on the instructions of the Majority Lenders has been given; and(b)that Borrower has (at its expense) effected any special, additional or modified insurance cover which the relevant Ship's war risk insurers may requireprovided that such insurance cover is also acceptable to the Security Agent.24.14Provision of informationWithout prejudice to 21.6 (Information: miscellaneous) each Borrower shall, in respect of the Ship owned by it, promptly provide the Facility Agentwith any written information which it requests regarding:(a)that Ship, its employment, position and engagements;(b)the Earnings and payments and amounts due to its master and crew;(c)any expenditure incurred, or likely to be incurred, in connection with the operation, maintenance or repair of that Ship and any payments made by it inrespect of that Ship;(d)any towages and salvages; and(e)its compliance, the Approved Manager's compliance and the compliance of that Ship with the ISM Code and the ISPS Code,and, upon the Facility Agent's request, promptly provide copies of any current Charter relating to that Ship, of any current guarantee of any suchCharter, the Ship's Safety Management Certificate and any relevant Document of Compliance.24.15Notification of certain eventsEach Borrower shall, in respect of the Ship owned by it, promptly notify the Facility Agent by fax, confirmed forthwith by letter, of:(a)any casualty to that Ship which is or is likely to be or to become a Major Casualty;(b)any occurrence as a result of which that Ship has become or is, by the passing of time or otherwise, likely to become a Total Loss;(c)any requisition of that Ship for hire;(d)any requirement, condition or recommendation made in relation to that Ship by any insurer, classification society, Approved Flag or PSC or by anycompetent authority which is not immediately complied with;(e)any arrest or detention of that Ship or any exercise or purported exercise of any lien on that Ship or the Earnings;(f)any intended dry docking of that Ship;(g)any Environmental Claim made against that Borrower or in connection with that Ship, or any Environmental Incident; 106 (h)any claim for breach of the ISM Code or the ISPS Code being made against that Borrower, an Approved Manager or otherwise in connection withthat Ship; or(i)any other matter, event or incident, actual or threatened, the effect of which will or could lead to the ISM Code or the ISPS Code not being compliedwith,and each Borrower shall keep the Facility Agent advised in writing on a regular basis and in such detail as the Facility Agent shall require as to thatBorrower's, any such Approved Manager's or any other person's response to any of those events or matters.24.16Restrictions on chartering, appointment of managers etc.(a)No Borrower shall, in relation to the Ship owned by it:(i)let that Ship on demise charter for any period;(ii)enter into any time, voyage or consecutive voyage charter in respect of that Ship other than a Permitted Charter;(iii)make material amendments or supplements to a Management Agreement or terminate a Management Agreement;(iv)appoint a manager of that Ship other than the Approved Commercial Manager and the Approved Technical Manager or agree to any materialalteration to the terms of an Approved Manager's appointment;(v)de activate or lay up that Ship; or(vi)put that Ship into the possession of any person for the purpose of work being done upon it in an amount exceeding or likely to exceed$750,000 (or the equivalent in any other currency) unless that person has first given to the Security Agent and in terms satisfactory to it awritten undertaking not to exercise any lien on that Ship or its Earnings for the cost of such work or for any other reason.(b)For the purposes of sub-paragraph (iii) and (iv) of paragraph (a) of this Clause 24.16 (Restrictions on chartering, appointment of managers etc.),"material amendments or supplements" and "material alteration" shall include, without limitation, a change to (i) the management fee, (ii) the partiesto the Management Agreement, (iii) the duration, the scope of the services provided under the Management Agreement and the terms of itstermination and (iv) the governing law and jurisdiction provision.24.17Notice of MortgageEach Borrower shall keep the relevant Mortgage registered against the Ship owned by it as a valid first priority or preferred (as the case may be)mortgage, carry on board that Ship a certified copy of the relevant Mortgage and place and maintain in a conspicuous place in the navigation roomand the master's cabin of that Ship a framed printed notice stating that that Ship is mortgaged by that Borrower to the Security Agent.24.18Sharing of EarningsNo Borrower shall enter into any agreement or arrangement for the sharing of any Earnings other than for the purposes of this Agreement. 107 24.19Ship trackingEach Borrower hereby acknowledges the Finance Parties' right to use any means (including utilising commercial ship-tracking software) that arereasonably necessary or appropriate to track each Ship24.20Notification of complianceEach Borrower shall promptly provide the Facility Agent upon its request with evidence (in such form as the Facility Agent requires) that it iscomplying with this Clause 24 (General Ship Undertakings).25LOAN TO VALUE RATIO25.1Maximum allowed required loan to value ratio(a)Clause 25.2 (Provision of additional security; prepayment) applies if the Facility Agent notifies the Borrowers that the Net LTV is above the RelevantPercentage.(b)In this Clause 25.1 (Maximum allowed required loan to value ratio), :"Relevant Percentage" means:(i)on and from the relevant Utilisation Date in respect of Tranche H and Tranche I until the date falling 18 9 months after the relevant thatUtilisation Date, 75 70 per cent.; and(ii)at all times thereafter during the Security Period, 70 65 per cent, .in each case, expressed as a percentage of the aggregate of the Loan and any exposure under the Hedging Agreement.25.2Provision of additional security; prepayment(a)If the Facility Agent serves a notice on the Borrowers under Clause 25.1 (Maximum allowed required loan to value ratio), the Borrowers shall, on orbefore the date falling 15 Business Days after the date (the "Prepayment Date") on which the Facility Agent's notice is served, prepay such part ofthe Loan as shall eliminate the shortfall.(b)A Borrower may, instead of making a prepayment as described in paragraph (a) above, provide, or ensure that a third party has provided, additionalsecurity which, in the opinion of the Facility Agent acting on the instructions of the Majority Lenders:(i)has a net realisable value at least equal to the shortfall; and(ii)is documented in such terms as the Facility Agent may approve or require,before the Prepayment Date; and conditional upon such security being provided in such manner, it shall satisfy such prepayment obligation. 108 25.3Value of additional vessel securityThe net realisable value of any additional security which is provided under Clause 25.2 (Provision of additional security; prepayment) and whichconsists of Security over a vessel shall be the Market Value of the vessel concerned.25.4Valuations bindingAny valuation under this Clause 25 (Loan to value ratio) shall be binding and conclusive as regards each Borrower.25.5Provision of information(a)Each Borrower shall promptly provide the Facility Agent and any shipbroker acting under this Clause 25 (Loan to value ratio) with any informationwhich the Facility Agent or the shipbroker may request for the purposes of the valuation.(b)If a Borrower fails to provide the information referred to in paragraph (a) above by the date specified in the request, the valuation may be made onany basis and assumptions which the shipbroker or the Facility Agent considers prudent.25.6Prepayment mechanismAny prepayment pursuant to Clause 25.2 (Provision of additional security; prepayment) shall be made in accordance with the relevant provisions ofClause 7 (Prepayment and Cancellation) and shall be treated as a voluntary prepayment pursuant to Clause 7.3 (Voluntary prepayment of Loan)without the application of any prepayment fee.25.7Provision of valuations(a)The Facility Agent may, at the Borrowers' cost and expense, obtain a valuation of a Ship and any other vessel over which additional Security has beencreated in accordance with Clause 25.3 (Value of additional vessel security), from an Approved Valuer selected by the Facility Agent, to enable theFacility Agent to determine the Market Value of that Ship not more than 10 days before the relevant Utilisation Date and, for the purposes of Clause25.1 (Maximum allowed required loan to value ratio) on two occasions in each year on 30 June and 31 December at the same time as the relevantCompliance Certificate is provided in accordance with Clause 21.3 (Compliance Certificate and DSCR Certificate).(b)Upon the occurrence of an Event of Default or at any time where a prepayment is to be made pursuant to Clause 7.4 (Mandatory Prepayment on saleor Total Loss) or on a Distribution of the Parent Guarantor pursuant to Clause 23.18 (Dividends), the Facility Agent shall be entitled to obtain (actingon the instructions of the Majority Lenders) at any time at that Borrower's expense valuations of a Ship and any other vessel over which additionalSecurity has been created in accordance with Clause 25.2 (Provision of additional security; prepayment), from Approved Valuers selected by theFacility Agent (acting on the instructions of the Majority Lenders), showing the Market Value of that Ship and each such vessel.25.8Release of additionally securityIf the Net LTV set out in Clause 25.1 (Maximum allowed required loan to value ratio) at any relevant time exceeds the Relevant Percentage and theBorrowers have previously provided additional security pursuant to this Clause 25 (Loan to value ratio), the Facility Agent will, after receiving anotice from the Borrower to do so and so long as the financial statements provided pursuant to Clause 21.2 (Financial statements reflect that theRelevant Percentage has been maintained for a consecutive period of at least 6 Months, subject to being indemnified to its satisfaction against the costof doing so, release any such additional security to the Borrowers Provided that (i) no Event of Default has occurred or will result from such releaseand (ii) the relevant ratio shall continue to be no more than the Relevant Percentage at the relevant time immediately following such release. 109 26ACCOUNTS, APPLICATION OF EARNINGS AND HEDGE RECEIPTS26.1Accounts(a)Each Borrower shall open and maintain throughout the Security Period its Earnings Account with the relevant Earnings Account Bank.(b)The Parent Guarantor shall open and maintain throughout the Security Period the Maintenance Reserve Account and the Cash Reserve Account withthe Account Bank.(c)On or after the relevant Utilisation Date, no Borrower may, without the prior consent of the Facility Agent (such consent not to be unreasonablywithheld), maintain any bank account other than (i) its Earnings Account and (ii) in the case of Borrower A, Borrower C and Borrower F, its GreekAccount.(d)The Borrowers further undertake that the amounts:(i)transferred or to be transferred to the Greek Accounts on a monthly basis shall not exceed $30,000, in aggregate, in respect of all GreekAccounts; and(ii)standing to the credit of the Greek Accounts at the end of the relevant Fiscal Quarter shall not exceed the amount of $50,000, in aggregate, atany given time.26.2Payment of EarningsEach Borrower shall ensure that:(a)subject only to the provisions of the General Assignment and the any Supplemental General Assignment to which it is a party, all the Earnings inrespect of the Ship owned by it are paid in to its Earnings Account; and(b)all Hedge Receipts are paid in to its Earnings Account.26.3Dry Docking and Special Survey Reserves(a)On the relevant Utilisation Date, each Borrower shall deposit in its Maintenance Reserve Account the relevant Maintenance Reserve Amount.Thereafter, each Borrower shall deposit the relevant Maintenance Reserve Amount on the last day of each Fiscal Quarter as set out in Schedule 7 (DryDocking and Special Reserves Table), for the purpose of building-up a maintenance reserve amount relating to forthcoming dry dock and for specialor intermediate survey (the "Dry-Dock") and the installation of BWTS on the Ship owned by it as outlined in the financial projections delivered bythe Borrower which is the owner of that Ship pursuant to paragraph (d) of Clause 21.2 (Financial Statements). 110 (b)Each Borrower shall provide the Facility Agent, at the time of arrival at the relevant shipyard, written notice of its Ship's arrival at the relevantshipyard for the forthcoming Dry-Dock together with a budget and an estimate of the costs anticipated to be incurred by that Borrower in relation toits Ship. Such notice shall provide that the Dry Docking and Special Survey Fees to be released to that Borrower and/or the Parent Guarantor in fullby no later than five days after the arrival of that Ship in the relevant shipyard for application towards payment of the Dry-Dock costs and expenses asspecified in the budget and estimate provided by the relevant Borrower. The Facility Agent shall release the Dry Docking and Special Reserve Fees inaccordance with this Clause 26.3 (Dry Docking and Special Survey Reserves) provided that no Event of Default has occurred and is continuing orwill result from such release.(c)Following application by each Borrower of the relevant Dry Docking and Special Survey Fees, the relevant Borrower shall provide the Facility Agentwith evidence of payment of the Dry-Dock costs together with any invoices relating to the Ship owned by it as soon as they become available.In this Clause 26.3 (Dry Docking and Special Survey Reserves), "Dry Docking and Special Survey Fees" means, in relation to a Borrower, theaggregate amount standing to the credit of the Maintenance Reserve Account at any time.26.4Interest accrued on Cash Reserve Account and Maintenance Reserve AccountsAny credit balance on the Cash Reserve Account or a Maintenance Reserve Account shall bear interest at the rate from time to time offered by theAccount Bank to its customers for dollar deposits of similar amounts and for periods similar to those for which such balances appear to the AccountBank likely to remain on the Cash Reserve Account or that Maintenance Reserve Account. 111 26.5Release of accrued interestInterest accruing under Clause 26.4 (Interest accrued on Cash Reserve Account and Maintenance Reserve Accounts) shall be credited to the relevantAccount and shall be released to the Parent Guarantor or relevant Borrower (as applicable) at the end of the Security Period.26.6Location of AccountsEach Obligor shall promptly:(a)comply with any requirement of the Facility Agent as to the location or relocation of its any Account; and(b)execute any documents which the Facility Agent specifies to create or maintain in favour of the Security Agent Security over (and/or rights of set-off,consolidation or other rights in relation to) any Account.27INSURANCE UNDERTAKINGS27.1GeneralThe undertakings in this Clause 27 (Insurance Undertakings) remain in force from the date of this Agreement or, or as in the case may be in respectof Borrower G and Ship G, as and on from the Effective Date or, in the case of Borrower H, Ship H, Borrower I and Ship I on and from the SecondEffective Date and throughout the rest of the Security Period except as the Facility Agent, acting with the authorisation of the Majority Lenders (or,where specified, all the Lenders) may otherwise permit. 112 27.2Maintenance of obligatory insurancesEach Borrower shall keep the Ship owned by it insured at its expense against:(a)fire and usual marine risks (including hull and machinery and excess risks);(b)war risks;(c)protection and indemnity risks; and(d)any other risks against which the Facility Agent acting on the instructions of the Majority Lenders considers, having regard to practices and othercircumstances prevailing at the relevant time, it would be reasonable for that Borrower to insure and which are specified by the Facility Agent bynotice to that Borrower.27.3Terms of obligatory insurancesEach Borrower shall effect such insurances:(a)in dollars;(b)in the case of fire and usual marine risks and war risks, in an amount on an agreed value basis at least the greater of:(i)120 per cent. of the Tranche relating to the Ship owned by it; and(ii)the Market Value of that Ship;(c)in the case of oil pollution liability risks, for an aggregate amount equal to the highest level of cover from time to time available under basicprotection and indemnity club entry and in the international marine insurance market but not less than US$1,000,000,000;(d)in the case of protection and indemnity risks, in respect of the full tonnage of its Ship;(e)on approved terms customary in major marine insurance markets; and(f)through insurance brokers and insurance companies with ccurrent rating by A.M. Best Company or S&P of at least "A-","VII" including protectionand indemnity risks associations or war risks association of recognized reputation and responsibility in the industry.27.4Further protections for the Finance PartiesIn addition to the terms set out in Clause 27.3 (Terms of obligatory insurances), each Borrower shall procure that the obligatory insurances effected byit shall:(a)subject always to paragraph (b), name that Borrower as the sole named insured unless the interest of every other named insured is limited:(i)in respect of any obligatory insurances for hull and machinery and war risks; 113 (A)to any provable out-of-pocket expenses that it has incurred and which form part of any recoverable claim on underwriters; and(B)to any third party liability claims where cover for such claims is provided by the policy (and then only in respect of discharge of anyclaims made against it); and(ii)in respect of any obligatory insurances for protection and indemnity risks, to any recoveries it is entitled to make by way of reimbursementfollowing discharge of any third party liability claims made specifically against it;and every other named insured has undertaken in writing to the Security Agent (in such form as it requires) that any deductible shall be apportionedbetween that Borrower and every other named insured in proportion to the gross claims made or paid by each of them and that it shall do all thingsnecessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys which at any timebecome payable in respect of the obligatory insurances;(b)whenever the Facility Agent requires, name (or be amended to name) the Security Agent as additional named insured for its rights and interests,warranted no operational interest and with full waiver of rights of subrogation against the Security Agent, but without the Security Agent being liableto pay (but having the right to pay) premiums, calls or other assessments in respect of such insurance;(c)name the Security Agent as loss payee with such directions for payment as the Facility Agent may specify;(d)provide that all payments by or on behalf of the insurers under the obligatory insurances to the Security Agent shall be made without set off,counterclaim or deductions or condition whatsoever;(e)provide that the obligatory insurances shall be primary without right of contribution from other insurances which may be carried by the SecurityAgent or any other Finance Party; and(f)provide that the Security Agent may make proof of loss if that Borrower fails to do so.27.5Renewal of obligatory insurancesEach Borrower shall:(a)at least 14 days before the expiry of any obligatory insurance effected by it:(i)notify the Facility Agent of the Approved Brokers (or other insurers) and any protection and indemnity or war risks association through orwith which it proposes to renew that obligatory insurance and of the proposed terms of renewal; and(ii)obtain the Facility Agents' approval to the matters referred to in sub-paragraph (i) above;(b)at least 14 days before the expiry of any obligatory insurance, renew that obligatory insurance in accordance with the Facility Agent's approvalpursuant to paragraph (a) above; and 114 (c)procure that the Approved Brokers and/or the approved war risks and protection and indemnity associations with which such a renewal is effectedshall promptly after the renewal notify the Facility Agent in writing of the terms and conditions of the renewal.27.6Copies of policies; letters of undertakingEach Borrower shall ensure that the Approved Brokers provide the Security Agent upon its request with:(a)pro forma copies of all policies relating to the obligatory insurances which they are to effect or renew; and(b)a letter or letters or undertaking in a form required by the Facility Agent and including undertakings by the Approved Brokers that:(i)they will have endorsed on each policy, immediately upon issue, a loss payable clause and a notice of assignment complying with theprovisions of Clause 27.4 (Further protections for the Finance Parties);(ii)they will hold such policies, and the benefit of such insurances, to the order of the Security Agent in accordance with such loss payableclause;(iii)they will advise the Security Agent immediately of any material change to the terms of the obligatory insurances and notify the SecurityAgent 14 days prior to policy cancellation for non-payment;(iv)they will, if they have not received notice of renewal instructions from the relevant Borrower or its agents, notify the Security Agent not lessthan 14 days before the expiry of the obligatory insurances;(v)if they receive instructions to renew the obligatory insurances, they will promptly notify the Facility Agent of the terms of the instructions;(vi)they will not set off against any sum recoverable in respect of a claim relating to the Ship owned by that Borrower under such obligatoryinsurances any premiums or other amounts due to them or any other person whether in respect of that Ship or otherwise, they waive any lienon the policies, or any sums received under them, which they might have in respect of such premiums or other amounts and they will notcancel such obligatory insurances by reason of non-payment of such premiums or other amounts; and(vii)they will arrange for a separate policy to be issued in respect of the Ship owned by that Borrower forthwith upon being so requested by theFacility Agent.27.7Copies of certificates of entryEach Borrower shall ensure that any protection and indemnity and/or war risks associations in which the Ship owned by it is entered provide theSecurity Agent with:(a)a certified copy of the certificate of entry for that Ship;(b)a letter or letters of undertaking in such form as may be required by the Facility Agent acting on the instructions of Majority Lenders; and 115 (c)a certified copy of each certificate of financial responsibility for pollution by oil or other Environmentally Sensitive Material issued by the relevantcertifying authority in relation to that Ship.27.8Deposit of original policiesEach Borrower shall ensure that all policies relating to obligatory insurances effected by it are deposited with the Approved Brokers through whichthe insurances are effected or renewed.27.9Payment of premiumsEach Borrower shall punctually pay all premiums or other sums payable in respect of the obligatory insurances effected by it and produce all relevantreceipts when so required by the Facility Agent or the Security Agent.27.10GuaranteesEach Borrower shall ensure that any guarantees required by a protection and indemnity or war risks association are promptly issued and remain in fullforce and effect.27.11Compliance with terms of insurances(a)No Borrower shall do or omit to do (nor permit to be done or not to be done) any act or thing which would or might render any obligatory insuranceinvalid, void, voidable or unenforceable or render any sum payable under an obligatory insurance repayable in whole or in part.(b)Without limiting paragraph (a) above, each Borrower shall:(i)take all necessary action and comply with all requirements which may from time to time be applicable to the obligatory insurances, and(without limiting the obligation contained in sub-paragraph (iii) of paragraph (b) of Clause 27.6 (Copies of policies; letters of undertaking))ensure that the obligatory insurances are not made subject to any exclusions or qualifications to which the Facility Agent has not given itsprior approval;(ii)not make any changes relating to the classification or classification society or manager or operator of the Ship owned by it approved by theunderwriters of the obligatory insurances;(iii)make (and promptly supply copies to the Facility Agent of) all quarterly or other voyage declarations which may be required by theprotection and indemnity risks association in which the Ship owned by it is entered to maintain cover for trading to the United States ofAmerica and Exclusive Economic Zone (as defined in the United States Oil Pollution Act 1990 or any other applicable legislation); and(iv)not employ the Ship owned by it, nor allow it to be employed, otherwise than in conformity with the terms and conditions of the obligatoryinsurances, without first obtaining the consent of the insurers and complying with any requirements (as to extra premium or otherwise) whichthe insurers specify. 116 27.12Alteration to terms of insurancesNo Borrower shall make or agree to any alteration to the terms of any obligatory insurance or waive any right relating to any obligatory insurance.27.13Settlement of claimsEach Borrower shall:(a)not settle, compromise or abandon any claim under any obligatory insurance for Total Loss or for a Major Casualty; and(b)do all things necessary and provide all documents, evidence and information to enable the Security Agent to collect or recover any moneys which atany time become payable in respect of the obligatory insurances.27.14Provision of copies of communicationsEach Borrower shall provide the Security Agent, at the time of each such communication, with copies of all written communications between thatBorrower and:(a)the Approved Brokers;(b)the approved protection and indemnity and/or war risks associations; and(c)the approved insurance companies and/or underwriters,which relate directly or indirectly to:(i)that Borrower's obligations relating to the obligatory insurances including, without limitation, all requisite declarations and payments ofadditional premiums or calls; and(ii)any credit arrangements made between that Borrower and any of the persons referred to in paragraphs (a) or (b) above relating wholly orpartly to the effecting or maintenance of the obligatory insurances.27.15Provision of informationEach Borrower shall promptly provide the Facility Agent (or any persons which it may designate) with any information which the Facility Agent (orany such designated person) requests for the purpose of:(a)obtaining or preparing any report from an independent marine insurance broker as to the adequacy of the obligatory insurances effected or proposed tobe effected; and/or(b)effecting, maintaining or renewing any such insurances as are referred to in Clause 27.16 (Mortgagee's interest and additional perils insurances) ordealing with or considering any matters relating to any such insurances,and the Borrowers shall, forthwith upon demand, indemnify the Security Agent in respect of all fees and other expenses incurred by or for the accountof the Security Agent in connection with any such report as is referred to in paragraph (a) above.27.16Mortgagee's interest and additional perils insurances(a)The Security Agent shall be entitled from time to time to effect, maintain and renew a mortgagee's interest marine insurance and a mortgagee'sinterest additional perils insurance in such amounts, on such terms, through such insurers and generally in such manner as the Security Agent mayfrom time to time consider appropriate.(b)The Borrowers shall upon demand fully indemnify the Security Agent in respect of all premiums and other expenses which are incurred in connectionwith or with a view to effecting, maintaining or renewing any insurance referred to in paragraph (a) above or dealing with, or considering, any matterarising out of any such insurance.28EVENTS OF DEFAULT28.1GeneralEach of the events or circumstances set out in this Clause 28 (Events of Default) is an Event of Default except for Clause 28.19 (Acceleration) andClause 28.20 (Enforcement of security).28.2Non-paymentA Transaction Obligor does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in whichit is expressed to be payable unless:(a)its failure to pay is caused by: (i)administrative or technical error; or(ii)a Disruption Event; and(b)payment is made within five Business Days of its due date.28.3Specific obligationsA breach occurs of Clause 4.4 (Waiver of conditions precedent), Clause 22 (Financial Covenants), Clause 23.10 (Title), Clause 23.11 (Negativepledge), Clause 23.20 (Unlawfulness, invalidity and ranking; Security imperilled), Clause 23.23 (Sanctions), Clause 24.12 (Sanctions and Shiptrading), Clause 27.2 (Maintenance of obligatory insurances), Clause 27.3 (Terms of obligatory insurances), Clause 27.5 (Renewal of obligatoryinsurances) or, save to the extent such breach is a failure to pay and therefore subject to Clause 28.2 (Non-payment), Clause 25 (Loan to value ratio),Clause 24.3 (Repair and Classification).28.4Other obligations(a)A Transaction Obligor does not comply with any provision of the Finance Documents (other than those referred to in Clause 28.2 (Non-payment) andClause 28.3 (Specific obligations)).(b)No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within five Business Days ofthe Facility Agent giving notice to the Borrowers or (if earlier) any Transaction Obligor becoming aware of the failure to comply. 117 28.5MisrepresentationAny representation or statement made or deemed to be made by a Transaction Obligor in the Finance Documents or any other document delivered byor on behalf of any Transaction Obligor under or in connection with any Finance Document is or proves to have been incorrect or misleading whenmade or deemed to be made unless the relevant representation or statement can be repeated within five Business Days of the date on which theFacility Agent notifies the Borrower of it not being true and accurate and on the date of such repetition it is not incorrect or misleading in any respect.28.6Cross default(a)Any Financial Indebtedness of any Transaction Obligor is not paid when due nor within any originally applicable grace period.(b)Any Financial Indebtedness of any Transaction Obligor is declared to be or otherwise becomes due and payable prior to its specified maturity as aresult of an event of default (however described).(c)Any commitment for any Financial Indebtedness of any Transaction Obligor is cancelled or suspended by a creditor of any Transaction Obligor as aresult of an event of default (however described).(d)Any creditor of any Transaction Obligor becomes entitled to declare any Financial Indebtedness of any Transaction Obligor due and payable prior toits specified maturity as a result of an event of default (however described).(e)No Event of Default will occur under this Clause 28.6 (Cross default) in respect of a person other than a Borrower if the aggregate amount ofFinancial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than $1,000,000 (or its equivalentin any other currency).(f)No Event of Default will occur under paragraph (a) of this Clause 28.6 (Cross default) in respect of a Borrower if the Financial Indebtedness isPermitted Trade Debt.28.7Insolvency(a)An Obligor:(i)is unable or admits inability to pay its debts as they fall due;(ii)is deemed to, or is declared to, be unable to pay its debts under applicable law;(iii)suspends or threatens to suspend making payments on any of its debts; or(iv)by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors (excluding any FinanceParty in its capacity as such) with a view to rescheduling any of its indebtedness.(b)The value of the assets of any Obligor is less than its liabilities (taking into account contingent and prospective liabilities). 118 (c)A moratorium is declared in respect of any indebtedness of any Obligor. If a moratorium occurs, the ending of the moratorium will not remedy anyEvent of Default caused by that moratorium.28.8Insolvency proceedings(a)Any corporate action, legal proceedings or other procedure or step is taken in relation to:(i)the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way ofvoluntary arrangement, scheme of arrangement or otherwise) of any Obligor;(ii)a composition, compromise, assignment or arrangement with any creditor of any Obligor;(iii)the appointment of a liquidator, receiver, administrator, administrative receiver, compulsory manager or other similar officer in respect of anyObligor or any of its assets; or(iv)enforcement of any Security over any assets of any Obligor,or any analogous procedure or step is taken in any jurisdiction.(b)Paragraph (a) above shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within 14 daysof commencement.28.9Creditors' processAny expropriation, attachment, sequestration, distress or execution (or any analogous process in any jurisdiction) affects any asset or assets of anObligor (other than an arrest or detention of a Ship referred to in Clause 28.14 (Arrest)).28.10Change of Control(a)The shares (or any part thereof) of the Parent Guarantor cease to be quoted on the Nasdaq Capital Market or any other Nasdaq Market Tier or anyother internationally recognised stock exchange acceptable to the Facility Agent (acting on the instructions of the Majority Lenders).(b)Each Borrower is not or ceases to be a 100 per cent. directly owned Subsidiary of the Parent Guarantor.(c)After the date of this Agreement any person or group of persons acting in concert gains control of the Parent Guarantor other than the DisclosedPersons.(d)For the purpose of paragraph (c) above "control" means the power (whether by way of ownership of shares, proxy, contract, agency or otherwise) to:(i)cast, or control the casting of, more than 50 per cent. of the maximum number of votes that might be cast at a general meeting of the ParentGuarantor; or(ii)appoint or remove all, or the majority, of the directors or other equivalent officers of the Parent Guarantor; or 119 (iii)give directions with respect to the operating and financial policies of the Parent Guarantor with which the directors or other equivalentofficers of the Parent Guarantor are obliged to comply.For the purpose of paragraph (c) above "acting in concert" means a group of persons who, pursuant to an agreement or understanding (whetherformal or informal), actively co-operate, through the acquisition directly or indirectly of shares in the Parent Guarantor by any of them, either directlyor indirectly, to obtain or consolidate control of the Parent Guarantor.28.11Unlawfulness, invalidity and ranking(a)It is or becomes unlawful for a Transaction Obligor to perform any of its obligations under the Finance Documents.(b)Any obligation of a Transaction Obligor under the Finance Documents is not or ceases to be legal, valid, binding or enforceable.(c)Any Finance Document ceases to be in full force and effect or to be continuing or is or purports to be determined or any Transaction Security isalleged by a party to it (other than a Finance Party) to be ineffective.(d)Any Transaction Security proves to have ranked after, or loses its priority to, any other Security.28.12Security imperilledAny Security created or intended to be created by a Finance Document is in any way imperilled or in jeopardy. 120 28.13Cessation of businessAny Transaction suspends or ceases to carry on (or threatens to suspend or cease to carry on) all or a material part of its business.28.14ArrestAny arrest of a Ship or its detention in the exercise or the purported exercise of any lien or claim unless it is redelivered to the full control of therelevant Borrower within:(a)30 days if that Ship is off-hire; or(b)45 days of that Ship is on-hire,of such arrest or detention.28.15ExpropriationThe authority or ability of any member of the Group to conduct its business is limited or wholly or substantially curtailed by any seizure,expropriation, nationalisation, intervention, restriction or other action by or on behalf of any governmental, regulatory or other authority or otherperson in relation to any member of the Group or any of its assets other than:(a)an arrest or detention of a Ship referred to in Clause 28.14 (Arrest); or(b)any Requisition. 121 28.16Repudiation and rescission of agreementsA Transaction Obligor (or any other relevant party) rescinds or purports to rescind or repudiates or purports to repudiate a Transaction Document orany of the Transaction Security or evidences an intention to rescind or repudiate a Transaction Document or any Transaction Security.28.17LitigationAny litigation, arbitration or administrative proceedings or investigations of, or before, any court, arbitral body or agency are started or any judgmentor order of a court, arbitral body or agency is made, in relation to any of the Transaction Documents or the transactions contemplated in any of theTransaction Documents or against any Transaction Obligor or its assets which has or is reasonably likely to have a Material Adverse Effect.28.18Material adverse changeAny event or circumstance occurs which has or is reasonably likely to have a Material Adverse Effect.28.19AccelerationOn and at any time after the occurrence of an Event of Default which is continuing the Facility Agent may, and shall if so directed by the MajorityLenders:(a)by notice to the Borrowers:(i)cancel the Available Commitment of each Lender, whereupon they shall immediately be cancelled;(ii)declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documentsbe immediately due and payable, whereupon it shall become immediately due and payable; and/or(iii)declare that all or part of the Loan be payable on demand, whereupon it shall immediately become payable on demand by the Facility Agentacting on the instructions of the Majority Lenders; and/or(b)exercise or direct the Security Agent to exercise any or all of its rights, remedies, powers or discretions under the Finance Documents,and the Facility Agent may serve notices under sub-paragraphs (i), (ii) or (iii) of paragraph (a) above simultaneously or on different dates and anyServicing Party may take any action referred to in paragraph (b) above or Clause 28.20 (Enforcement of security) if no such notice is served orsimultaneously with or at any time after the service of any of such notice.28.20Enforcement of securityOn and at any time after the occurrence of an Event of Default which is continuing the Security Agent may, and shall if so directed by the MajorityLenders, take any action which, as a result of the Event of Default or any notice served under Clause 28.19 (Acceleration), the Security Agent isentitled to take under any Finance Document or any applicable law or regulation. 122 SECTION 9 CHANGES TO PARTIES29CHANGES TO THE LENDERS29.1Assignments and transfers by the LendersSubject to this Clause 29 (Changes to the Lenders), a Lender (the "Existing Lender") may:(a)assign any of its rights; or(b)transfer by novation any of its rights and obligations,under the Finance Documents to another bank or financial institution or to a trust, fund or other entity which is regularly engaged in or established forthe purpose of making, purchasing or investing in loans, securities or other financial assets (the "New Lender") without the Borrowers consent and atno cost of the Borrowers unless an Event of Default has occurred and is continuing.29.2Conditions of assignment or transfer(a)Prior notice of assignment or transfer pursuant to Clause 29.1 (Assignments and transfers by the Lenders) stating the assignment or transferconsideration agreed between the Existing Lender and the New Lender (the "Loan Transfer Price"), shall be given by the relevant Existing Lender tothe Borrowers and the Obligors shall have the right to prepay within 30 days of such notification to the Facility Agent an amount equal to the LoanTransfer Price and following such prepayment shall extinguish the Obligors' obligations with respect to such part of the Loan.(b)Unless otherwise provided in this Clause 29.2 (Conditions of assignment or transfer), any prepayment made pursuant to paragraph (a) above shall bemade in accordance with the relevant provisions of Clause 7 (Prepayment and Cancellation) and shall be treated as a voluntary prepayment pursuantto Clause 7.3 (Voluntary prepayment of Loan). For the avoidance of doubt, paragraph (b) of Clause 7.3 (Voluntary prepayment of Loan) shall notapply and there will be no prepayment fee for such prepayment.(c)Should the Obligors not make the prepayment in accordance with paragraph (a) above then the remaining provisions of this Clause 29 (Changes to theLenders) shall apply.(d)An assignment will only be effective on:(i)receipt by the Facility Agent (whether in the Assignment Agreement or otherwise) of written confirmation from the New Lender (in formand substance satisfactory to the Facility Agent) that the New Lender will assume the same obligations to the other Secured Parties as itwould have been under if it had been an Original Lender; and(ii)performance by the Facility Agent of all necessary "know your customer" or other similar checks under all applicable laws and regulations inrelation to such assignment to a New Lender, the completion of which the Facility Agent shall promptly notify to the Existing Lender and theNew Lender.(e)Each Obligor on behalf of itself and each Transaction Obligor agrees that all rights and interests (present, future or contingent) which the ExistingLender has under or by virtue of the Finance Documents are assigned to the New Lender absolutely, free of any defects in the Existing Lender's titleand of any rights or equities which the Borrower or any other Transaction Obligor had against the Existing Lender. 123 (f)A transfer will only be effective if the procedure set out in Clause 29.5 (Procedure for transfer) is complied with.(g)If:(i)a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and(ii)as a result of circumstances existing at the date the assignment, transfer or change occurs, a Transaction Obligor would be obliged to make apayment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and Indemnities) or under thatclause as incorporated by reference or in full in any other Finance Document or Clause 13 (Increased Costs),then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as theExisting Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. Thisparagraph (g) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility.(h)Each New Lender, by executing the relevant Transfer Certificate or Assignment Agreement, confirms, for the avoidance of doubt, that the FacilityAgent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders inaccordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement andthat it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.29.3Assignment or transfer feeThe New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Facility Agent (for its own account) a fee of $5,000.29.4Limitation of responsibility of Existing Lenders(a)Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:(i)the legality, validity, effectiveness, adequacy or enforceability of the Transaction Documents, the Transaction Security or any otherdocuments;(ii)the financial condition of any Transaction Obligor;(iii)the performance and observance by any Transaction Obligor of its obligations under the Transaction Documents or any other documents; or(iv)the accuracy of any statements (whether written or oral) made in or in connection with any Transaction Document or any other document,and any representations or warranties implied by law are excluded. 124 (b)Each New Lender confirms to the Existing Lender and the other Finance Parties and the Secured Parties that it:(i)has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of eachTransaction Obligor and its related entities in connection with its participation in this Agreement and has not relied exclusively on anyinformation provided to it by the Existing Lender or any other Finance Party in connection with any Transaction Document or theTransaction Security; and(ii)will continue to make its own independent appraisal of the creditworthiness of each Transaction Obligor and its related entities throughoutthe Security Period.(c)Nothing in any Finance Document obliges an Existing Lender to:(i)accept a re-transfer or re-assignment from a New Lender of any of the rights and obligations assigned or transferred under this Clause 29(Changes to the Lenders); or(ii)support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by any Transaction Obligor of itsobligations under the Transaction Documents or otherwise.29.5Procedure for transfer(a)Subject to the conditions set out in Clause 29.2 (Conditions of assignment or transfer), a transfer is effected in accordance with paragraph (c) belowwhen the Facility Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. TheFacility Agent shall, subject to paragraph (b) below as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificateappearing on its face to comply with this Agreement and delivered in accordance with this Agreement, execute that Transfer Certificate.(b)The Facility Agent shall only be obliged to execute a Transfer Certificate delivered to it by the Existing Lender and the New Lender once it issatisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to thetransfer to such New Lender.(c)Subject to Clause 29.9 (Pro rata interest settlement), on the Transfer Date:(i)to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the FinanceDocuments and in respect of the Transaction Security, each of the Transaction Obligors and the Existing Lender shall be released fromfurther obligations towards one another under the Finance Documents and in respect of the Transaction Security and their respective rightsagainst one another under the Finance Documents and in respect of the Transaction Security shall be cancelled (being the "DischargedRights and Obligations");(ii)each of the Transaction Obligors and the New Lender shall assume obligations towards one another and/or acquire rights against one anotherwhich differ from the Discharged Rights and Obligations only insofar as that Transaction Obligor and the New Lender have assumed and/oracquired the same in place of that Transaction Obligor and the Existing Lender; 125 (iii)the Facility Agent, the Security Agent, the New Lender and other Lenders shall acquire the same rights and assume the same obligationsbetween themselves and in respect of the Transaction Security as they would have acquired and assumed had the New Lender been anOriginal Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent,the Security Agent, and the Existing Lenders shall each be released from further obligations to each other under the Finance Documents; and(iv)the New Lender shall become a Party as a "Lender".29.6Procedure for assignment(a)Subject to the conditions set out in Clause 29.2 (Conditions of assignment or transfer) an assignment may be effected in accordance with paragraph(c) below when the Facility Agent executes an otherwise duly completed Assignment Agreement delivered to it by the Existing Lender and the NewLender. The Facility Agent shall, subject to paragraph (b) below, as soon as reasonably practicable after receipt by it of a duly completed AssignmentAgreement appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, executethat Assignment Agreement.(b)The Facility Agent shall only be obliged to execute an Assignment Agreement delivered to it by the Existing Lender and the New Lender once it issatisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to theassignment to such New Lender.(c)Subject to Clause 29.9 (Pro rata interest settlement), on the Transfer Date:(i)the Existing Lender will assign absolutely to the New Lender its rights under the Finance Documents and in respect of the TransactionSecurity expressed to be the subject of the assignment in the Assignment Agreement;(ii)the Existing Lender will be released from the obligations (the "Relevant Obligations") expressed to be the subject of the release in theAssignment Agreement (and any corresponding obligations by which it is bound in respect of the Transaction Security); and(iii)the New Lender shall become a Party as a "Lender" and will be bound by obligations equivalent to the Relevant Obligations.(d)Lenders may utilise procedures other than those set out in this Clause 29.6 (Procedure for assignment) to assign their rights under the FinanceDocuments (but not, without the consent of the relevant Transaction Obligor or unless in accordance with Clause 29.5 (Procedure for transfer), toobtain a release by that Transaction Obligor from the obligations owed to that Transaction Obligor by the Lenders nor the assumption of equivalentobligations by a New Lender) provided that they comply with the conditions set out in Clause 29.2 (Conditions of assignment or transfer). 126 29.7Copy of Transfer Certificate or Assignment Agreement to BorrowersThe Facility Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate or an Assignment Agreement, send to theBorrowers a copy of that Transfer Certificate or Assignment Agreement.29.8Security over Lenders' rightsIn addition to the other rights provided to Lenders under this Clause 29 (Changes to the Lenders), each Lender may without consulting with orobtaining consent from any Transaction Obligor, at any time charge, assign or otherwise create Security in or over (whether by way of collateral orotherwise) all or any of its rights under any Finance Document to secure obligations of that Lender including, without limitation:(a)any charge, assignment or other Security to secure obligations to a federal reserve or central bank; and(b)any charge, assignment or other Security granted to any holders (or trustee or representatives of holders) of obligations owed, or securities issued, bythat Lender as security for those obligations or securities,except that no such charge, assignment or Security shall:(i)release a Lender from any of its obligations under the Finance Documents or substitute the beneficiary of the relevant charge, assignment orSecurity for the Lender as a party to any of the Finance Documents; or(ii)require any payments to be made by a Transaction Obligor other than or in excess of, or grant to any person any more extensive rights than,those required to be made or granted to the relevant Lender under the Finance Documents.29.9Pro rata interest settlement(a)If the Facility Agent has notified the Lenders that it is able to distribute interest payments on a "pro rata basis" to Existing Lenders and New Lendersthen (in respect of any transfer pursuant to Clause 29.5 (Procedure for transfer) or any assignment pursuant to Clause 29.6 (Procedure forassignment) the Transfer Date of which, in each case, is after the date of such notification and is not on the last day of an Interest Period):(i)any interest or fees in respect of the relevant participation which are expressed to accrue by reference to the lapse of time shall continue toaccrue in favour of the Existing Lender up to but excluding the Transfer Date ("Accrued Amounts") and shall become due and payable tothe Existing Lender (without further interest accruing on them) on the last day of the current Interest Period (or, if the Interest Period islonger than six Months, on the next of the dates which falls at six Monthly intervals after the first day of that Interest Period); and(ii)the rights assigned or transferred by the Existing Lender will not include the right to the Accrued Amounts, so that, for the avoidance ofdoubt:(A)when the Accrued Amounts become payable, those Accrued Amounts will be payable to the Existing Lender; and 127 (B)the amount payable to the New Lender on that date will be the amount which would, but for the application of this Clause 29.9 (Prorata interest settlement), have been payable to it on that date, but after deduction of the Accrued Amounts.(b)In this Clause 29.9 (Pro rata interest settlement) references to "Interest Period" shall be construed to include a reference to any other period foraccrual of fees.(c)An Existing Lender which retains the right to the Accrued Amounts pursuant to this Clause 29.9 (Pro rata interest settlement) but which does nothave a Commitment shall be deemed not to be a Lender for the purposes of ascertaining whether the agreement of any specified group of Lenders hasbeen obtained to approve any request for a consent, waiver, amendment or other vote of Lenders under the Finance Documents.30CHANGES TO THE TRANSACTION OBLIGORS30.1Assignment or transfer by Transaction ObligorsNo Transaction Obligor may assign any of its rights or transfer any of its rights or obligations under the Finance Documents. 128 30.2Release of security(a)If a disposal of any asset subject to security created by a Security Document is made in the following circumstances:(i)the disposal is permitted by the terms of any Finance Document;(ii)the Majority Lenders agree to the disposal;(iii)the disposal is being made at the request of the Security Agent in circumstances where any security created by the Security Documents hasbecome enforceable; or(iv)the disposal is being effected by enforcement of a Security Document,the Security Agent may release the asset(s) being disposed of from any security over those assets created by a Security Document. However, theproceeds of any disposal (or an amount corresponding to them) must be applied in accordance with the requirements of the Finance Documents (ifany).(b)If the Security Agent is satisfied that a release is allowed under this Clause 30.2 (Release of security) (at the request and expense of the Borrowers)each Finance Party must enter into any document and do all such other things which are reasonably required to achieve that release. Each otherFinance Party irrevocably authorises the Security Agent to enter into any such document. Any release will not affect the obligations of any otherTransaction Obligor under the Finance Documents.30.3Additional Subordinated Creditors(a)The Borrowers may request that any person becomes a Subordinated Creditor, with the prior approval of the Facility Agent, by delivering to theFacility Agent:(i)a duly executed Subordination Agreement;(ii)a duly executed Subordinated Debt Security; and(iii)such constitutional documents, corporate authorisations and other documents and matters as the Facility Agent may reasonably require, inform and substance satisfactory to the Facility Agent, to verify that the person's obligations are legally binding, valid and enforceable and tosatisfy any applicable legal and regulatory requirements.(b)A person referred to in paragraph (a) above will become a Subordinated Creditor on the date the Security Agent enters into the SubordinationAgreement and the Subordinated Debt Security delivered under paragraph (a) above. 129 SECTION 10 THE FINANCE PARTIES31THE FACILITY AGENT31.1Appointment of the Facility Agent(a)Each of the Lenders and the Hedge Counterparties appoints the Facility Agent to act as its agent under and in connection with the FinanceDocuments.(b)Each of the Lenders and the Hedge Counterparties authorises the Facility Agent to perform the duties, obligations and responsibilities and to exercisethe rights, powers, authorities and discretions specifically given to the Facility Agent under, or in connection with, the Finance Documents togetherwith any other incidental rights, powers, authorities and discretions.31.2Instructions(a)The Facility Agent shall:(i)unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretionvested in it as Facility Agent in accordance with any instructions given to it by:(A)all Lenders if the relevant Finance Document stipulates the matter is an all Lender decision; and(B)in all other cases, the Majority Lenders; and(ii)not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or, if this Agreementstipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by thatFinance Party or group of Finance Parties).(b)The Facility Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or, if the relevant FinanceDocument stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from that Finance Party or group of FinanceParties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authority or discretion and the FacilityAgent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.(c)Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Documentand unless a contrary indication appears in a Finance Document, any instructions given to the Facility Agent by the Majority Lenders shall overrideany conflicting instructions given by any other Parties and will be binding on all Finance Parties.(d)Paragraph (a) above shall not apply:(i)where a contrary indication appears in a Finance Document;(ii)where a Finance Document requires the Facility Agent to act in a specified manner or to take a specified action; 130 (iii)in respect of any provision which protects the Facility Agent's own position in its personal capacity as opposed to its role of Facility Agentfor the relevant Finance Parties.(e)If giving effect to instructions given by the Majority Lenders would in the Facility Agent's opinion have an effect equivalent to an amendment orwaiver referred to in Clause 45 (Amendments and Waivers), the Facility Agent shall not act in accordance with those instructions unless consent to itso acting is obtained from each Party (other than the Facility Agent) whose consent would have been required in respect of that amendment or waiver.(f)In exercising any discretion to exercise a right, power or authority under the Finance Documents where it has not received any instructions as to theexercise of that discretion the Facility Agent shall do so having regard to the interests of all the Finance Parties.(g)The Facility Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties until it has receivedany indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documentsand which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying withthose instructions.(h)Without prejudice to the remainder of this Clause 31.2 (Instructions), in the absence of instructions, the Facility Agent shall not be obliged to take anyaction (or refrain from taking action) even if it considers acting or not acting to be in the best interests of the Finance Parties. The Facility Agent mayact (or refrain from acting) as it considers to be in the best interest of the Finance Parties.(i)The Facility Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal or arbitrationproceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to the perfection,preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.31.3Duties of the Facility Agent(a)The Facility Agent's duties under the Finance Documents are solely mechanical and administrative in nature.(b)Subject to paragraph (c) below, the Facility Agent shall promptly forward to a Party the original or a copy of any document which is delivered to theFacility Agent for that Party by any other Party.(c)Without prejudice to Clause 29.7 (Copy of Transfer Certificate or Assignment Agreement to Borrowers), paragraph (b) above shall not apply to anyTransfer Certificate or any Assignment Agreement.(d)Except where a Finance Document specifically provides otherwise, the Facility Agent is not obliged to review or check the adequacy, accuracy orcompleteness of any document it forwards to another Party.(e)If the Facility Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance describedis a Default, it shall promptly notify the other Finance Parties. 131 (f)If the Facility Agent is aware of the non-payment of any principal, interest, commitment fee or other fee payable to a Finance Party (other than theFacility Agent or the Security Agent) under this Agreement, it shall promptly notify the other Finance Parties.(g)The Facility Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it is expressedto be a party (and no others shall be implied).31.4No fiduciary duties(a)Nothing in any Finance Document constitutes the Facility Agent as a trustee or fiduciary of any other person.(b)The Facility Agent shall not be bound to account to other Finance Party for any sum or the profit element of any sum received by it for its ownaccount.31.5Application of receiptsExcept as expressly stated to the contrary in any Finance Document, any moneys which the Facility Agent receives or recovers in its capacity asFacility Agent shall be applied by the Facility Agent in accordance with Clause 35.5 (Application of receipts; partial payments).31.6Business with the GroupThe Facility Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of theGroup.31.7Rights and discretions(a)The Facility Agent may:(i)rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;(ii)assume that:(A)any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given inaccordance with the terms of the Finance Documents; and(B)unless it has received notice of revocation, that those instructions have not been revoked; and(iii)rely on a certificate from any person:(A)as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or(B)to the effect that such person approves of any particular dealing, transaction, step, action or thing,as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate. 132 (b)The Facility Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Finance Parties) that:(i)no Default has occurred (unless it has actual knowledge of a Default arising under Clause 28.2 (Non-payment));(ii)any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and(iii)any notice or request made by any Borrower (other than the relevant Utilisation Request) is made on behalf of and with the consent andknowledge of all the Transaction Obligors.(c)The Facility Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisersor experts.(d)Without prejudice to the generality of paragraph (c) above or paragraph (e) below, the Facility Agent may at any time engage and pay for the servicesof any lawyers to act as independent counsel to the Facility Agent (and so separate from any lawyers instructed by the Lenders) if the Facility Agentin its reasonable opinion deems this to be desirable.(e)The Facility Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts(whether obtained by the Facility Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminutionin value or any liability whatsoever arising as a result of its so relying.(f)The Facility Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:(i)be liable for any error of judgment made by any such person; or(ii)be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of anysuch person,unless such error or such loss was directly caused by the Facility Agent's gross negligence or wilful misconduct.(g)Unless a Finance Document expressly provides otherwise the Facility Agent may disclose to any other Party any information it reasonably believes ithas received as agent under the Finance Documents.(h)Notwithstanding any other provision of any Finance Document to the contrary, the Facility Agent is not obliged to do or omit to do anything if itwould or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.(i)Notwithstanding any provision of any Finance Document to the contrary, the Facility Agent is not obliged to expend or risk its own funds orotherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority ordiscretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is notreasonably assured to it. 133 31.8Responsibility for documentationThe Facility Agent is not responsible nor liable for:(a)the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent, the Security Agent, a TransactionObligor or any other person in, or in connection with, any Transaction Document or the transactions contemplated in the Transaction Documents orany other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any TransactionDocument;(b)the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Security Property or any other agreement,arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the SecurityProperty; or(c)any determination as to whether any information provided or to be provided to any Finance Party or Secured Party is non-public information the useof which may be regulated or prohibited by applicable law or regulation relating to insider dealing or otherwise.31.9No duty to monitorThe Facility Agent shall not be bound to enquire:(a)whether or not any Default has occurred;(b)as to the performance, default or any breach by any Transaction Obligor of its obligations under any Transaction Document; or(c)whether any other event specified in any Transaction Document has occurred.31.10Exclusion of liability(a)Without limiting paragraph (b) below (and without prejudice to paragraph (e) of Clause 35.11 (Disruption to Payment Systems etc.) or any otherprovision of any Finance Document excluding or limiting the liability of the Facility Agent), the Facility Agent will not be liable (including, withoutlimitation, for negligence or any other category of liability whatsoever) for:(i)any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking anyaction under or in connection with any Transaction Document or the Security Property, unless directly caused by its gross negligence orwilful misconduct;(ii)exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document, theSecurity Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connectionwith, any Transaction Document or the Security Property; or(iii)any shortfall which arises on the enforcement or realisation of the Security Property;(iv)any damages, costs or losses to any person, any diminution in value, or any other liability whatsoever arising as a result of: 134 (A)any Benchmark Replacement implemented pursuant to Clause 45.4 (Benchmark Replacement setting); or(B) the selection and implementation of any Conforming Changes,(v)including, without limitation, whether the composition or characteristics of any Benchmark Replacement will be similar to, or produce thesame value or economic equivalence of the relevant Benchmark or have the same volume or liquidity as did the relevant Benchmark beforeits discontinuance or unavailability; or(v)(vi)without prejudice to the generality of paragraphs (i) to (iv) above, any damages, costs or losses to any person, any diminution in value orany liability whatsoever arising as a result of:(A)any act, event or circumstance not reasonably within its control; or(B)the general risks of investment in, or the holding of assets in, any jurisdiction,including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result ofnationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; marketconditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure ormalfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism,insurrection or revolution; or strikes or industrial action.(b)No Party other than the Facility Agent may take any proceedings against any officer, employee or agent of the Facility Agent in respect of any claim itmight have against the Facility Agent or in respect of any act or omission of any kind by that officer, employee or agent in relation to any TransactionDocument or any Security Property and any officer, employee or agent of the Facility Agent may rely on this paragraph (b) subject to Clause 1.5(Third party rights) and the provisions of the Third Parties Act.(c)The Facility Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the FinanceDocuments to be paid by the Facility Agent if the Facility Agent has taken all necessary steps as soon as reasonably practicable to comply with theregulations or operating procedures of any recognised clearing or settlement system used by the Facility Agent for that purpose.(d)Nothing in this Agreement shall oblige the Facility Agent to carry out:(i)any "know your customer" or other checks in relation to any person; or(ii)any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,on behalf of any Finance Party and each Finance Party confirms to the Facility Agent that it is solely responsible for any such checks it is required tocarry out and that it may not rely on any statement in relation to such checks made by the Facility Agent.(e)Without prejudice to any provision of any Finance Document excluding or limiting the Facility Agent's liability, any liability (including, withoutlimitation, for negligence or any other category of liability whatsoever) of the Facility Agent arising under or in connection with any TransactionDocument or the Security Property shall be limited to the amount of actual loss which has been finally judicially determined to have been suffered (asdetermined by reference to the date of default of the Facility Agent or, if later, the date on which the loss arises as a result of such default) but withoutreference to any special conditions or circumstances known to the Facility Agent at any time which increase the amount of that loss. In no event shallthe Facility Agent be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirect orconsequential damages, whether or not the Facility Agent has been advised of the possibility of such loss or damages. 135 (f)The Facility Agent may select information sources or services in its reasonable discretion to ascertain the Base Rate, Adjusted Term SOFR, TermSOFR, or any other Benchmark, in each case pursuant to the terms of this Agreement, and shall have no liability to the Borrowers, any Lender or anyother person or entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential damages, costs, losses orexpenses (whether in tort, contract or otherwise and whether at law or in equity), for any error or calculation of any such rate (or component thereof)provided by any such information source or service, unless directly caused by the Facility Agent's gross negligence or wilful misconduct.31.11Lenders' indemnity to the Facility Agent(a)Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the TotalCommitments immediately prior to their reduction to zero) indemnify the Facility Agent, within three Business Days of demand, against any cost,loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by the Facility Agent (otherwisethan by reason of the Facility Agent's gross negligence or wilful misconduct) or, in the case of any cost, loss or liability pursuant to Clause 35.11(Disruption to Payment Systems etc.) notwithstanding the Facility Agent's negligence, gross negligence or any other category of liability whatsoeverbut not including any claim based on the fraud of the Facility Agent in acting as Facility Agent under the Finance Documents (unless the FacilityAgent has been reimbursed by a Transaction Obligor pursuant to a Finance Document).(b)Subject to paragraph (c) below, the Borrowers shall immediately on demand reimburse any Lender for any payment that Lender makes to the FacilityAgent pursuant to paragraph (a) above.(c)Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liabilityof the Facility Agent to an Obligor.31.12Resignation of the Facility Agent(a)The Facility Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrowers.(b)Alternatively, the Facility Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrowers, in which case the MajorityLenders may appoint a successor Facility Agent.(c)If the Majority Lenders have not appointed a successor Facility Agent in accordance with paragraph (b) above within 20 days after notice ofresignation was given, the retiring Facility Agent may appoint a successor Facility Agent. 136 (d)If the Facility Agent wishes to resign because (acting reasonably) it has concluded that it is no longer appropriate for it to remain as agent and theFacility Agent is entitled to appoint a successor Facility Agent under paragraph (c) above, the Facility Agent may (if it concludes (acting reasonably)that it is necessary to do so in order to persuade the proposed successor Facility Agent to become a party to this Agreement as Facility Agent) agreewith the proposed successor Facility Agent amendments to this Clause 31 (The Facility Agent) and any other term of this Agreement dealing with therights or obligations of the Facility Agent consistent with then current market practice for the appointment and protection of corporate trusteestogether with any reasonable amendments to the agency fee payable under this Agreement which are consistent with the successor Facility Agent'snormal fee rates and those amendments will bind the Parties.(e)The retiring Facility Agent shall make available to the successor Facility Agent such documents and records and provide such assistance as thesuccessor Facility Agent may reasonably request for the purposes of performing its functions as Facility Agent under the Finance Documents. TheBorrowers shall, within three Business Days of demand, reimburse the retiring Facility Agent for the amount of all costs and expenses (includinglegal fees) properly incurred by it in making available such documents and records and providing such assistance.(f)The Facility Agent's resignation notice shall only take effect upon the appointment of a successor.(g)Upon the appointment of a successor, the retiring Facility Agent shall be discharged from any further obligation in respect of the Finance Documents(other than its obligations under paragraph (e) above) but shall remain entitled to the benefit of Clause 14.3 (Indemnity to the Facility Agent) and thisClause 31 (The Facility Agent) and any other provisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnifyit) in acting as Facility Agent. Any fees for the account of the retiring Facility Agent shall cease to accrue from (and shall be payable on) that date.Any successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successorhad been an original Party.(h)The Majority Lenders may, by notice to the Facility Agent, require it to resign in accordance with paragraph (b) above. In this event, the FacilityAgent shall resign in accordance with paragraph (b) above.(i)The consent of any Borrower (or any other Transaction Obligor) is not required for an assignment or transfer of rights and/or obligations by theFacility Agent.31.13Confidentiality(a)In acting as Facility Agent for the Finance Parties, the Facility Agent shall be regarded as acting through its agency division which shall be treated asa separate entity from any other of its divisions or departments.(b)If information is received by a division or department of the Facility Agent other than the division or department responsible for complying with theobligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and theFacility Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.(c)Notwithstanding any other provision of any Finance Document to the contrary, the Facility Agent is not obliged to disclose to any other person (i) anyconfidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law orregulation or a breach of a fiduciary duty. 137 31.14Relationship with the other Finance Parties(a)Subject to Clause 29.9 (Pro rata interest settlement), the Facility Agent may treat the person shown in its records as Lender or Hedge Counterparty atthe opening of business (in the place of the Facility Agent's principal office as notified to the Finance Parties from time to time) as the Lender actingthrough its Facility Office or, as the case may be, the Hedge Counterparty:(i)entitled to or liable for any payment due under any Finance Document on that day; and(ii)entitled to receive and act upon any notice, request, document or communication or make any decision or determination under any FinanceDocument made or delivered on that day,unless it has received not less than five Business Days' prior notice from that Lender or Hedge Counterparty to the contrary in accordance with theterms of this Agreement.(b)Each Finance Party shall supply the Facility Agent with any information that the Security Agent may reasonably specify (through the Facility Agent)as being necessary or desirable to enable the Security Agent to perform its functions as Security Agent.(c)Any Lender may by notice to the Facility Agent appoint a person to receive on its behalf all notices, communications, information and documents tobe made or despatched to that Lender under the Finance Documents. Such notice shall contain the address, fax number and (where communication byelectronic mail or other electronic means is permitted under Clause 38.5 (Electronic communication)) electronic mail address and/or any otherinformation required to enable the transmission of information by that means (and, in each case, the department or officer, if any, for whose attentioncommunication is to be made) and be treated as a notification of a substitute address, fax number, electronic mail address (or such other information),department and officer by that Lender for the purposes of Clause 38.2 (Addresses) and sub-paragraph (ii) of paragraph (a) of Clause 38.5 (Electroniccommunication) and the Facility Agent shall be entitled to treat such person as the person entitled to receive all such notices, communications,information and documents as though that person were that Lender.31.15Credit appraisal by the Finance PartiesWithout affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any TransactionDocument, each Finance Party confirms to the Facility Agent that it has been, and will continue to be, solely responsible for making its ownindependent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited to:(a)the financial condition, status and nature of each member of the Group;(b)the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Security Property and any other agreement,arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the SecurityProperty; 138 (c)whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or inconnection with, any Transaction Document, the Security Property, the transactions contemplated by the Transaction Documents or any otheragreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or theSecurity Property;(d)the adequacy, accuracy or completeness of any information provided by the Facility Agent, any Party or by any other person under, or in connectionwith, any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or documententered into, made or executed in anticipation of, under or in connection with any Transaction Document; and(e)the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security orthe existence of any Security affecting the Security Assets.31.16Facility Agent's management timeAny amount payable to the Facility Agent under Clause 14.3 (Indemnity to the Facility Agent), Clause 16 (Costs and Expenses) and Clause 31.11(Lenders' indemnity to the Facility Agent) shall include the cost of utilising the Facility Agent's management time or other resources and will becalculated on the basis of such reasonable daily or hourly rates as the Facility Agent may notify to the Borrowers and the other Finance Parties, and isin addition to any fee paid or payable to the Facility Agent under Clause 11 (Fees).31.17Deduction from amounts payable by the Facility AgentIf any Party owes an amount to the Facility Agent under the Finance Documents, the Facility Agent may, after giving notice to that Party, deduct anamount not exceeding that amount from any payment to that Party which the Facility Agent would otherwise be obliged to make under the FinanceDocuments and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shallbe regarded as having received any amount so deducted.31.18Reliance and engagement lettersEach Secured Party confirms that the Facility Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters orreports already accepted by the Facility Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants,auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documentsand to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualificationsset out in such letters.31.19Full freedom to enter into transactionsWithout prejudice to Clause 31.6 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law orequity to the contrary, the Facility Agent shall be absolutely entitled:(a)to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting any Transaction Obligor or anyperson who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction,whether related to this Agreement or not, and acting as syndicate agent and/or security agent for, and/or participating in, other facilities to suchTransaction Obligor or any person who is party to, or referred to in, a Finance Document); 139 (b)to deal in and enter into and arrange transactions relating to:(i)any securities issued or to be issued by any Transaction Obligor or any other person; or(ii)any options or other derivatives in connection with such securities; and(c)to provide advice or other services to any Borrower or any person who is a party to, or referred to in, a Finance Document; and(d)to engage in transactions that may affect the calculation of any Benchmark Replacement and/or any relevant adjustments to it without anyconsideration of the interests of, or liability to, any Transaction Obligor or any other Party,and, in particular, the Facility Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all suchtransactions and in connection with all other matters covered by paragraphs (a), (b), (c) and (d) above, to use (subject only to insider dealinglegislation) any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings,transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived fromthe dealings transactions or other matters.32THE SECURITY AGENT32.1Trust(a)Subject to Clause 32.37 (Swiss security agreement matters) the Security Agent declares that it holds the Security Property on trust for the SecuredParties on the terms contained in this Agreement and shall deal with the Security Property in accordance with this Clause 32 (The Security Agent) andthe other provisions of the Finance Documents.(b)Each other Finance Party authorises the Security Agent to perform the duties, obligations and responsibilities and to exercise the rights, powers,authorities and discretions specifically given to the Security Agent under, or in connection with, the Finance Documents together with any otherincidental rights, powers, authorities and discretions.32.2Parallel Debt (Covenant covenant to pay the Security Agent)(a)Each Obligor irrevocably and unconditionally undertakes to pay to the Security Agent its Parallel Debt which shall be amounts equal to, and in thecurrency or currencies of, its Corresponding Debt.(b)The Parallel Debt of an Obligor:(i)shall become due and payable at the same time as its Corresponding Debt;(ii)is independent and separate from, and without prejudice to, its Corresponding Debt. 140 (c)For purposes of this Clause 32.2 (Parallel Debt (Covenant to pay the Security Agent)), the Security Agent:(i)is the independent and separate creditor of each Parallel Debt;(ii)acts in its own name and not as agent, representative or trustee of the Finance Parties and its claims in respect of each Parallel Debt shall notbe held on trust; and(iii)shall have the independent and separate right to demand payment of each Parallel Debt in its own name (including, without limitation,through any suit, execution, enforcement of security, recovery of guarantees and applications for and voting in any kind of insolvencyproceeding).(d)The Parallel Debt of an Obligor shall be:(i)decreased to the extent that its Corresponding Debt has been irrevocably and unconditionally paid or discharged; and(ii)increased to the extent that its Corresponding Debt has increased, and the Corresponding Debt of an Obligor shall be decreased to the extentthat its Parallel Debt has been irrevocably and unconditionally paid or discharged,in each case provided that the Parallel Debt of an Obligor shall never exceed its Corresponding Debt.(e)All amounts received or recovered by the Security Agent in connection with this Clause 32.2 (Parallel Debt (Covenant to pay the Security Agent)) tothe extent permitted by applicable law, shall be applied in accordance with Clause 35.5 (Application of receipts; partial payments).(f)This Clause 32.2 (Parallel Debt (Covenant to pay the Security Agent)) shall apply, with any necessary modifications, to each Finance Document.32.3Enforcement through Security Agent onlyThe Secured Parties shall not have any independent power to enforce, or have recourse to, any of the Transaction Security or to exercise any right,power, authority or discretion arising under the Security Documents except through the Security Agent.32.4Instructions(a)The Security Agent shall:(i)unless a contrary indication appears in a Finance Document, exercise or refrain from exercising any right, power, authority or discretionvested in it as Security Agent in accordance with any instructions given to it by:(A)all Lenders (or the Facility Agent on their behalf) if the relevant Finance Document stipulates the matter is an all Lender decision;and(B)in all other cases, the Majority Lenders (or the Facility Agent on their behalf); and 141 (ii)not be liable for any act (or omission) if it acts (or refrains from acting) in accordance with sub-paragraph (i) above (or if this Agreementstipulates the matter is a decision for any other Finance Party or group of Finance Parties, in accordance with instructions given to it by thatFinance Party or group of Finance Parties).(b)The Security Agent shall be entitled to request instructions, or clarification of any instruction, from the Majority Lenders (or the Facility Agent ontheir behalf) (or, if the relevant Finance Document stipulates the matter is a decision for any other Finance Party or group of Finance Parties, from thatFinance Party or group of Finance Parties) as to whether, and in what manner, it should exercise or refrain from exercising any right, power, authorityor discretion and the Security Agent may refrain from acting unless and until it receives any such instructions or clarification that it has requested.(c)Save in the case of decisions stipulated to be a matter for any other Finance Party or group of Finance Parties under the relevant Finance Documentand unless a contrary indication appears in a Finance Document, any instructions given to the Security Agent by the Majority Lenders shall overrideany conflicting instructions given by any other Parties and will be binding on all Finance Parties.(d)Paragraph (a) above shall not apply:(i)where a contrary indication appears in a Finance Document;(ii)where a Finance Document requires the Security Agent to act in a specified manner or to take a specified action;(iii)in respect of any provision which protects the Security Agent's own position in its personal capacity as opposed to its role of Security Agentfor the relevant Secured Parties.(iv)in respect of the exercise of the Security Agent's discretion to exercise a right, power or authority under any of:(A)Clause 32.28 (Application of receipts);(B)Clause 32.29 (Permitted Deductions); and(C)Clause 32.30 (Prospective liabilities).(e)If giving effect to instructions given by the Majority Lenders would in the Security Agent's opinion have an effect equivalent to an amendment orwaiver referred to in Clause 45 (Amendments and Waivers), the Security Agent shall not act in accordance with those instructions unless consent to itso acting is obtained from each Party (other than the Security Agent) whose consent would have been required in respect of that amendment orwaiver.(f)In exercising any discretion to exercise a right, power or authority under the Finance Documents where either:(i)it has not received any instructions as to the exercise of that discretion; or(ii)the exercise of that discretion is subject to sub-paragraph (iv) of paragraph (d) above,the Security Agent shall do so having regard to the interests of all the Secured Parties. 142 (g)The Security Agent may refrain from acting in accordance with any instructions of any Finance Party or group of Finance Parties until it has receivedany indemnification and/or security that it may in its discretion require (which may be greater in extent than that contained in the Finance Documentsand which may include payment in advance) for any cost, loss or liability (together with any applicable VAT) which it may incur in complying withthose instructions.(h)Without prejudice to the remainder of this Clause 32.4 (Instructions), in the absence of instructions, the Security Agent may (but shall not be obligedto) take such action in the exercise of its powers and duties under the Finance Documents as it considers in its discretion to be appropriate.(i)The Security Agent is not authorised to act on behalf of a Finance Party (without first obtaining that Finance Party's consent) in any legal orarbitration proceedings relating to any Finance Document. This paragraph (i) shall not apply to any legal or arbitration proceeding relating to theperfection, preservation or protection of rights under the Security Documents or enforcement of the Transaction Security or Security Documents.32.5Duties of the Security Agent(a)The Security Agent's duties under the Finance Documents are solely mechanical and administrative in nature.(b)The Security Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Security Agent for that Partyby any other Party.(c)Except where a Finance Document specifically provides otherwise, the Security Agent is not obliged to review or check the adequacy, accuracy orcompleteness of any document it forwards to another Party.(d)If the Security Agent receives notice from a Party referring to any Finance Document, describing a Default and stating that the circumstance describedis a Default, it shall promptly notify the other Finance Parties.(e)The Security Agent shall have only those duties, obligations and responsibilities expressly specified in the Finance Documents to which it isexpressed to be a party (and no others shall be implied).32.6No fiduciary duties(a)Nothing in any Finance Document constitutes the Security Agent as an agent, trustee or fiduciary of any Transaction Obligor.(b)The Security Agent shall not be bound to account to any other Secured Party for any sum or the profit element of any sum received by it for its ownaccount.32.7Business with the GroupThe Security Agent may accept deposits from, lend money to, and generally engage in any kind of banking or other business with, any member of theGroup. 143 32.8Rights and discretions(a)The Security Agent may:(i)rely on any representation, communication, notice or document believed by it to be genuine, correct and appropriately authorised;(ii)assume that:(A)any instructions received by it from the Majority Lenders, any Finance Parties or any group of Finance Parties are duly given inaccordance with the terms of the Finance Documents;(B)unless it has received notice of revocation, that those instructions have not been revoked;(C)if it receives any instructions to act in relation to the Transaction Security, that all applicable conditions under the FinanceDocuments for so acting have been satisfied; and(iii)rely on a certificate from any person:(A)as to any matter of fact or circumstance which might reasonably be expected to be within the knowledge of that person; or(B)to the effect that such person approves of any particular dealing, transaction, step, action or thing,as sufficient evidence that that is the case and, in the case of paragraph (A) above, may assume the truth and accuracy of that certificate.(b)The Security Agent shall be entitled to carry out all dealings with the other Finance Parties through the Facility Agent and may give to the FacilityAgent any notice or other communication required to be given by the Security Agent to any Finance Party.(c)The Security Agent may assume (unless it has received notice to the contrary in its capacity as security agent for the Secured Parties) that:(i)no Default has occurred;(ii)any right, power, authority or discretion vested in any Party or any group of Finance Parties has not been exercised; and(iii)any notice or request made by any Borrower (other than the relevant Utilisation Request) is made on behalf of and with the consent andknowledge of all the Transaction Obligors.(d)The Security Agent may engage and pay for the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisersor experts.(e)Without prejudice to the generality of paragraph (c) above or paragraph (f) below, the Security Agent may at any time engage and pay for the servicesof any lawyers to act as independent counsel to the Security Agent (and so separate from any lawyers instructed by the Facility Agent or the Lenders)if the Security Agent in its reasonable opinion deems this to be desirable. 144 (f)The Security Agent may rely on the advice or services of any lawyers, accountants, tax advisers, surveyors or other professional advisers or experts(whether obtained by the Security Agent or by any other Party) and shall not be liable for any damages, costs or losses to any person, any diminutionin value or any liability whatsoever arising as a result of its so relying.(g)The Security Agent may act in relation to the Finance Documents and the Security Property through its officers, employees and agents and shall not:(i)be liable for any error of judgment made by any such person; or(ii)be bound to supervise, or be in any way responsible for any loss incurred by reason of misconduct, omission or default on the part of anysuch person,unless such error or such loss was directly caused by the Security Agent's gross negligence or wilful misconduct.(h)Unless a Finance Document expressly provides otherwise the Security Agent may disclose to any other Party any information it reasonably believes ithas received as security agent under the Finance Documents.(i)Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to do or omit to do anything if itwould or might, in its reasonable opinion, constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.(j)Notwithstanding any provision of any Finance Document to the contrary, the Security Agent is not obliged to expend or risk its own funds orotherwise incur any financial liability in the performance of its duties, obligations or responsibilities or the exercise of any right, power, authority ordiscretion if it has grounds for believing the repayment of such funds or adequate indemnity against, or security for, such risk or liability is notreasonably assured to it.32.9Responsibility for documentationNone of the Security Agent, any Receiver or Delegate is responsible or liable for:(a)the adequacy, accuracy or completeness of any information (whether oral or written) supplied by the Facility Agent, the Security Agent, a TransactionObligor or any other person in, or in connection with, any Transaction Document or the transactions contemplated in the Transaction Documents orany other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any TransactionDocument;(b)the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document or the Security Property or any other agreement,arrangement or document entered into, made or executed in anticipation of, under or in connection with, any Transaction Document or the SecurityProperty; or(c)any determination as to whether any information provided or to be provided to any Secured Party is non-public information the use of which may beregulated or prohibited by applicable law or regulation relating to insider dealing or otherwise. 145 32.10No duty to monitorThe Security Agent shall not be bound to enquire:(a)whether or not any Default has occurred;(b)as to the performance, default or any breach by any Transaction Obligor of its obligations under any Transaction Document; or(c)whether any other event specified in any Transaction Document has occurred.32.11Exclusion of liability(a)Without limiting paragraph (b) below (and without prejudice to any other provision of any Finance Document excluding or limiting the liability of theSecurity Agent or any Receiver or Delegate), none of the Security Agent nor any Receiver or Delegate will be liable (including, without limitation,for negligence or any other category of liability whatsoever) for:(i)any damages, costs or losses to any person, any diminution in value, or any liability whatsoever arising as a result of taking or not taking anyaction under or in connection with any Transaction Document or the Security Property, unless directly caused by its gross negligence orwilful misconduct;(ii)exercising, or not exercising, any right, power, authority or discretion given to it by, or in connection with, any Transaction Document, theSecurity Property or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connectionwith, any Transaction Document or the Security Property; or(iii)any shortfall which arises on the enforcement or realisation of the Security Property; or(iv)without prejudice to the generality of paragraphs (i) to (iii) above, any damages, costs or losses to any person, any diminution in value or anyliability whatsoever arising as a result of:(A)any act, event or circumstance not reasonably within its control; or(B)the general risks of investment in, or the holding of assets in, any jurisdiction,including (in each case and without limitation) such damages, costs, losses, diminution in value or liability arising as a result ofnationalisation, expropriation or other governmental actions; any regulation, currency restriction, devaluation or fluctuation; marketconditions affecting the execution or settlement of transactions or the value of assets (including any Disruption Event); breakdown, failure ormalfunction of any third party transport, telecommunications, computer services or systems; natural disasters or acts of God; war, terrorism,insurrection or revolution; or strikes or industrial action.(b)No Party other than the Security Agent, that Receiver or that Delegate (as applicable) may take any proceedings against any officer, employee oragent of the Security Agent, a Receiver or a Delegate in respect of any claim it might have against the Security Agent, a Receiver or a Delegate or inrespect of any act or omission of any kind by that officer, employee or agent in relation to any Transaction Document or any Security Property andany officer, employee or agent of the Security Agent, a Receiver or a Delegate may rely on this paragraph (b) subject to Clause 1.5 (Third partyrights) and the provisions of the Third Parties Act. 146 (c)The Security Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the FinanceDocuments to be paid by the Security Agent if the Security Agent has taken all necessary steps as soon as reasonably practicable to comply with theregulations or operating procedures of any recognised clearing or settlement system used by the Security Agent for that purpose.(d)Nothing in this Agreement shall oblige the Security Agent to carry out:(i)any "know your customer" or other checks in relation to any person; or(ii)any check on the extent to which any transaction contemplated by this Agreement might be unlawful for any Finance Party,on behalf of any Finance Party and each Finance Party confirms to the Security Agent that it is solely responsible for any such checks it is required tocarry out and that it may not rely on any statement in relation to such checks made by the Security Agent.(e)Without prejudice to any provision of any Finance Document excluding or limiting the liability of the Security Agent or any Receiver or Delegate,any liability (including, without limitation, for negligence or any other category of liability whatsoever) of the Security Agent or any Receiver orDelegate arising under or in connection with any Transaction Document or the Security Property shall be limited to the amount of actual loss whichhas been finally judicially determined to have been suffered (as determined by reference to the date of default of the Security Agent, Receiver orDelegate or, if later, the date on which the loss arises as a result of such default) but without reference to any special conditions or circumstancesknown to the Security Agent, any Receiver or Delegate at any time which increase the amount of that loss. In no event shall the Security Agent, anyReceiver or Delegate be liable for any loss of profits, goodwill, reputation, business opportunity or anticipated saving, or for special, punitive, indirector consequential damages, whether or not the Security Agent, the Receiver or Delegate has been advised of the possibility of such loss or damages.32.12Lenders' indemnity to the Security Agent(a)Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the TotalCommitments immediately prior to their reduction to zero) indemnify the Security Agent and every Receiver, within three Business Days of demand,against any cost, loss or liability (including, without limitation, for negligence or any other category of liability whatsoever) incurred by any of them(otherwise than by reason of the Security Agent's or Receiver's gross negligence or wilful misconduct) in acting as Security Agent or Receiver underthe Finance Documents (unless the Security Agent or Receiver has been reimbursed by a Transaction Obligor pursuant to a Finance Document).(b)Subject to paragraph (c) below, the Borrowers shall immediately on demand reimburse any Lender for any payment that Lender makes to the SecurityAgent pursuant to paragraph (a) above.(c)Paragraph (b) above shall not apply to the extent that the indemnity payment in respect of which the Lender claims reimbursement relates to a liabilityof the Security Agent to an Obligor. 147 32.13Resignation of the Security Agent(a)The Security Agent may resign and appoint one of its Affiliates as successor by giving notice to the other Finance Parties and the Borrowers.(b)Alternatively, the Security Agent may resign by giving 30 days' notice to the other Finance Parties and the Borrowers, in which case the MajorityLenders may appoint a successor Security Agent.(c)If the Majority Lenders have not appointed a successor Security Agent in accordance with paragraph (b) above within 20 days after notice ofresignation was given, the retiring Security Agent may appoint a successor Security Agent.(d)The retiring Security Agent shall make available to the successor Security Agent such documents and records and provide such assistance as thesuccessor Security Agent may reasonably request for the purposes of performing its functions as Security Agent under the Finance Documents. TheBorrowers shall, within three Business Days of demand, reimburse the retiring Security Agent for the amount of all costs and expenses (includinglegal fees) properly incurred by it in making available such documents and records and providing such assistance.(e)The Security Agent's resignation notice shall only take effect upon:(i)the appointment of a successor; and(ii)the transfer, by way of a document expressed as a deed, of all the Security Property to that successor.(f)Upon the appointment of a successor, the retiring Security Agent shall be discharged, by way of a document executed as a deed, from any furtherobligation in respect of the Finance Documents (other than its obligations under paragraph (b) of Clause 32.25 (Winding up of trust) and paragraph (d)above) but shall remain entitled to the benefit of Clause 14.4 (Indemnity to the Security Agent) and this Clause 32 (The Security Agent) and any otherprovisions of a Finance Document which are expressed to limit or exclude its liability (or to indemnify it) in acting as Security Agent. Any fees forthe account of the retiring Security Agent shall cease to accrue from (and shall be payable on) that date. Any successor and each of the other Partiesshall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.(g)The Majority Lenders may, by notice to the Security Agent, require it to resign in accordance with paragraph (b) above. In this event, the SecurityAgent shall resign in accordance with paragraph (b) above.(h)The consent of any Borrower (or any other Transaction Obligor) is not required for an assignment or transfer of rights and/or obligations by theSecurity Agent.32.14Confidentiality(a)In acting as Security Agent for the Finance Parties, the Security Agent shall be regarded as acting through its trustee division which shall be treated asa separate entity from any other of its divisions or departments. 148 (b)If information is received by a division or department of the Security Agent other than the division or department responsible for complying with theobligations assumed by it under the Finance Documents, that information may be treated as confidential to that division or department, and theSecurity Agent shall not be deemed to have notice of it nor shall it be obliged to disclose such information to any Party.(c)Notwithstanding any other provision of any Finance Document to the contrary, the Security Agent is not obliged to disclose to any other person (i)any confidential information or (ii) any other information if the disclosure would, or might in its reasonable opinion, constitute a breach of any law orregulation or a breach of a fiduciary duty.32.15Credit appraisal by the Finance PartiesWithout affecting the responsibility of any Transaction Obligor for information supplied by it or on its behalf in connection with any TransactionDocument, each Finance Party confirms to the Security Agent that it has been, and will continue to be, solely responsible for making its ownindependent appraisal and investigation of all risks arising under, or in connection with, any Transaction Document including but not limited to:(a)the financial condition, status and nature of each member of the Group;(b)the legality, validity, effectiveness, adequacy or enforceability of any Transaction Document, the Security Property and any other agreement,arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or the SecurityProperty;(c)whether that Finance Party has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under, or inconnection with, any Transaction Document, the Security Property, the transactions contemplated by the Transaction Documents or any otheragreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Transaction Document or theSecurity Property;(d)the adequacy, accuracy or completeness of any information provided by the Security Agent, any Party or by any other person under, or in connectionwith, any Transaction Document, the transactions contemplated by any Transaction Document or any other agreement, arrangement or documententered into, made or executed in anticipation of, under or in connection with any Transaction Document; and(e)the right or title of any person in or to or the value or sufficiency of any part of the Security Assets, the priority of any of the Transaction Security orthe existence of any Security affecting the Security Assets.32.16Security Agent's management time(a)Any amount payable to the Security Agent under Clause 14.4 (Indemnity to the Security Agent), Clause 16 (Costs and Expenses) and Clause 32.12(Lenders' indemnity to the Security Agent) shall include the cost of utilising the Security Agent's management time or other resources and will becalculated on the basis of such reasonable daily or hourly rates as the Security Agent may notify to the Borrowers and the other Finance Parties, and isin addition to any fee paid or payable to the Security Agent under Clause 11 (Fees).(b)Without prejudice to paragraph (a) above, in the event of: 149 (i)a Default;(ii)the Security Agent being requested by a Transaction Obligor or the Majority Lenders to undertake duties which the Security Agent and theBorrowers agree to be of an exceptional nature or outside the scope of the normal duties of the Security Agent under the Finance Documents;or(iii)the Security Agent and the Borrowers agreeing that it is otherwise appropriate in the circumstances,the Borrowers shall pay to the Security Agent any additional remuneration (together with any applicable VAT) that may be agreed between them ordetermined pursuant to paragraph (c) below.(c)If the Security Agent and the Borrowers fail to agree upon the nature of the duties, or upon the additional remuneration referred to in paragraph (b)above or whether additional remuneration is appropriate in the circumstances, any dispute shall be determined by an investment bank (acting as anexpert and not as an arbitrator) selected by the Security Agent and approved by the Borrowers or, failing approval, nominated (on the application ofthe Security Agent) by the President for the time being of the Law Society of England and Wales (the costs of the nomination and of the investmentbank being payable by the Borrowers) and the determination of any investment bank shall be final and binding upon the Parties.32.17Reliance and engagement lettersEach Secured Party confirms that the Security Agent has authority to accept on its behalf (and ratifies the acceptance on its behalf of any letters orreports already accepted by the Security Agent) the terms of any reliance letter or engagement letters or any reports or letters provided by accountants,auditors or providers of due diligence reports in connection with the Finance Documents or the transactions contemplated in the Finance Documentsand to bind it in respect of those, reports or letters and to sign such letters on its behalf and further confirms that it accepts the terms and qualificationsset out in such letters.32.18No responsibility to perfect Transaction SecurityThe Security Agent shall not be liable for any failure to:(a)require the deposit with it of any deed or document certifying, representing or constituting the title of any Transaction Obligor to any of the SecurityAssets;(b)obtain any licence, consent or other authority for the execution, delivery, legality, validity, enforceability or admissibility in evidence of any FinanceDocument or the Transaction Security;(c)register, file or record or otherwise protect any of the Transaction Security (or the priority of any of the Transaction Security) under any law orregulation or to give notice to any person of the execution of any Finance Document or of the Transaction Security;(d)take, or to require any Transaction Obligor to take, any step to perfect its title to any of the Security Assets or to render the Transaction Securityeffective or to secure the creation of any ancillary Security under any law or regulation; or(e)require any further assurance in relation to any Finance Document. 150 32.19Insurance by Security Agent(a)The Security Agent shall not be obliged:(i)to insure any of the Security Assets;(ii)to require any other person to maintain any insurance; or(iii)to verify any obligation to arrange or maintain insurance contained in any Finance Document,(iv)and the Security Agent shall not be liable for any damages, costs or losses to any person as a result of the lack of, or inadequacy of, any suchinsurance.(b)Where the Security Agent is named on any insurance policy as an insured party, it shall not be liable for any damages, costs or losses to any person asa result of its failure to notify the insurers of any material fact relating to the risk assumed by such insurers or any other information of any kind,unless the Majority Lenders request it to do so in writing and the Security Agent fails to do so within 14 days after receipt of that request.32.20Custodians and nomineesThe Security Agent may appoint and pay any person to act as a custodian or nominee on any terms in relation to any asset of the trust as the SecurityAgent may determine, including for the purpose of depositing with a custodian this Agreement or any document relating to the trust created under thisAgreement and the Security Agent shall not be responsible for any loss, liability, expense, demand, cost, claim or proceedings incurred by reason ofthe misconduct, omission or default on the part of any person appointed by it under this Agreement or be bound to supervise the proceedings or actsof any person.32.21Delegation by the Security Agent(a)Each of the Security Agent, any Receiver and any Delegate may, at any time, delegate by power of attorney or otherwise to any person for any period,all or any right, power, authority or discretion vested in it in its capacity as such.(b)That delegation may be made upon any terms and conditions (including the power to sub delegate) and subject to any restrictions that the SecurityAgent, that Receiver or that Delegate (as the case may be) may, in its discretion, think fit in the interests of the Secured Parties.(c)No Security Agent, Receiver or Delegate shall be bound to supervise, or be in any way responsible for any damages, costs or losses incurred byreason of any misconduct, omission or default on the part of any such delegate or sub delegate.32.22Additional Security Agents(a)The Security Agent may at any time appoint (and subsequently remove) any person to act as a separate trustee or as a co-trustee jointly with it:(i)if it considers that appointment to be in the interests of the Secured Parties; or(ii)for the purposes of conforming to any legal requirement, restriction or condition which the Security Agent deems to be relevant; or 151 (iii)for obtaining or enforcing any judgment in any jurisdiction,and the Security Agent shall give prior notice to the Borrowers and the Finance Parties of that appointment.(b)Any person so appointed shall have the rights, powers, authorities and discretions (not exceeding those given to the Security Agent under or inconnection with the Finance Documents) and the duties, obligations and responsibilities that are given or imposed by the instrument of appointment.(c)The remuneration that the Security Agent may pay to that person, and any costs and expenses (together with any applicable VAT) incurred by thatperson in performing its functions pursuant to that appointment shall, for the purposes of this Agreement, be treated as costs and expenses incurred bythe Security Agent.32.23Acceptance of titleThe Security Agent shall be entitled to accept without enquiry, and shall not be obliged to investigate, any right and title that any Transaction Obligormay have to any of the Security Assets and shall not be liable for or bound to require any Transaction Obligor to remedy any defect in its right or title.32.24ReleasesUpon a disposal of any of the Security Assets pursuant to the enforcement of the Transaction Security by a Receiver, a Delegate or the Security Agent,the Security Agent is irrevocably authorised (at the cost of the Obligors and without any consent, sanction, authority or further confirmation from anyother Secured Party) to release, without recourse or warranty, that property from the Transaction Security and to execute any release of theTransaction Security or other claim over that asset and to issue any certificates of non-crystallisation of floating charges that may be required ordesirable.32.25Winding up of trustIf the Security Agent, with the approval of the Facility Agent determines that:(a)all of the Secured Liabilities and all other obligations secured by the Security Documents have been fully and finally discharged; and(b)no Secured Party is under any commitment, obligation or liability (actual or contingent) to make advances or provide other financial accommodationto any Transaction Obligor pursuant to the Finance Documents,then(i)the trusts set out in this Agreement shall be wound up and the Security Agent shall release, without recourse or warranty, all of theTransaction Security and the rights of the Security Agent under each of the Security Documents; and(ii)any Security Agent which has resigned pursuant to Clause 32.13 (Resignation of the Security Agent) shall release, without recourse orwarranty, all of its rights under each Security Document. 152 32.26Powers supplemental to Trustee ActsThe rights, powers, authorities and discretions given to the Security Agent under or in connection with the Finance Documents shall be supplementalto the Trustee Act 1925 and the Trustee Act 2000 and in addition to any which may be vested in the Security Agent by law or regulation or otherwise.32.27Disapplication of Trustee ActsSection 1 of the Trustee Act 2000 shall not apply to the duties of the Security Agent in relation to the trusts constituted by this Agreement and theother Finance Documents. Where there are any inconsistencies between (i) the Trustee Acts 1925 and 2000 and (ii) the provisions of this Agreementand any other Finance Document, the provisions of this Agreement and any other Finance Document shall, to the extent permitted by law andregulation, prevail and, in the case of any inconsistency with the Trustee Act 2000, the provisions of this Agreement and any other Finance Documentshall constitute a restriction or exclusion for the purposes of the Trustee Act 2000.32.28Application of receiptsAll amounts from time to time received or recovered by the Security Agent pursuant to the terms of any Finance Document, under Clause 32.2(Parallel Debt (Covenant to pay the Security Agent)) or in connection with the realisation or enforcement of all or any part of the Security Property(for the purposes of this Clause 32 (The Security Agent), the "Recoveries") shall be held by the Security Agent on trust to apply them at any time asthe Security Agent (in its discretion) sees fit, to the extent permitted by applicable law (and subject to the remaining provisions of this Clause 32 (TheSecurity Agent)), in the following order of priority:(a)in discharging any sums owing to the Security Agent (in its capacity as such) (other than pursuant to Clause 32.2 (Parallel Debt (Covenant to pay theSecurity Agent))) or any Receiver or Delegate;(b)in payment or distribution to the Facility Agent, on its behalf and on behalf of the other Secured Parties, for application towards the discharge of allsums due and payable by any Transaction Obligor under any of the Finance Documents in accordance with Clause 35.5 (Application of receipts;partial payments);(c)if none of the Transaction Obligors is under any further actual or contingent liability under any Finance Document, in payment or distribution to anyperson to whom the Security Agent is obliged to pay or distribute in priority to any Transaction Obligor; and(d)the balance, if any, in payment or distribution to the relevant Transaction Obligor.32.29Permitted DeductionsThe Security Agent may, in its discretion:(a)set aside by way of reserve amounts required to meet, and to make and pay, any deductions and withholdings (on account of Taxes or otherwise)which it is or may be required by any applicable law to make from any distribution or payment made by it under this Agreement; and 153 (b)pay all Taxes which may be assessed against it in respect of any of the Security Property, or as a consequence of performing its duties, or by virtue ofits capacity as Security Agent under any of the Finance Documents or otherwise (other than in connection with its remuneration for performing itsduties under this Agreement).32.30Prospective liabilitiesFollowing enforcement of any of the Transaction Security, the Security Agent may, in its discretion, or at the request of the Facility Agent, hold anyRecoveries in an interest bearing suspense or impersonal account(s) in the name of the Security Agent with such financial institution (including itself)and for so long as the Security Agent shall think fit (the interest being credited to the relevant account) for later payment to the Facility Agent forapplication in accordance with Clause 32.28 (Application of receipts) in respect of:(a)any sum to the Security Agent, any Receiver or any Delegate; and(b)any part of the Secured Liabilities,that the Security Agent or, in the case of paragraph (b) only, the Facility Agent, reasonably considers, in each case, might become due or owing at anytime in the future.32.31Investment of proceedsPrior to the payment of the proceeds of the Recoveries to the Facility Agent for application in accordance with Clause 32.28 (Application of receipts)the Security Agent may, in its discretion, hold all or part of those proceeds in an interest bearing suspense or impersonal account(s) in the name of theSecurity Agent with such financial institution (including itself) and for so long as the Security Agent shall think fit (the interest being credited to therelevant account) pending the payment from time to time of those moneys in the Security Agent's discretion in accordance with the provisions ofClause 32.28 (Application of receipts).32.32Currency conversion(a)For the purpose of, or pending the discharge of, any of the Secured Liabilities the Security Agent may convert any moneys received or recovered bythe Security Agent from one currency to another, at a market rate of exchange.(b)The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchasedafter deducting the costs of conversion.32.33Good discharge(a)Any payment to be made in respect of the Secured Liabilities by the Security Agent may be made to the Facility Agent on behalf of the SecuredParties and any payment made in that way shall be a good discharge, to the extent of that payment, by the Security Agent.(b)The Security Agent is under no obligation to make the payments to the Facility Agent under paragraph (a) above in the same currency as that in whichthe obligations and liabilities owing to the relevant Finance Party are denominated. 154 32.34Amounts received by ObligorsIf any of the Obligors receives or recovers any amount which, under the terms of any of the Finance Documents, should have been paid to theSecurity Agent, that Obligor will hold the amount received or recovered on trust for the Security Agent and promptly pay that amount to the SecurityAgent for application in accordance with the terms of this Agreement.32.35Application and considerationIn consideration for the covenants given to the Security Agent by each Obligor in relation to Clause 32.2 (Parallel Debt (Covenant to pay the SecurityAgent)), the Security Agent agrees with each Obligor to apply all moneys from time to time paid by such Obligor to the Security Agent in accordancewith the foregoing provisions of this Clause 32 (The Security Agent).32.36Full freedom to enter into transactionsWithout prejudice to Clause 32.7 (Business with the Group) or any other provision of a Finance Document and notwithstanding any rule of law orequity to the contrary, the Security Agent shall be absolutely entitled:(a)to enter into and arrange banking, derivative, investment and/or other transactions of every kind with or affecting any Transaction Obligor or anyperson who is party to, or referred to in, a Finance Document (including, but not limited to, any interest or currency swap or other transaction,whether related to this Agreement or not, and acting as syndicate agent and/or security agent for, and/or participating in, other facilities to suchTransaction Obligor or any person who is party to, or referred to in, a Finance Document);(b)to deal in and enter into and arrange transactions relating to:(i)any securities issued or to be issued by any Transaction Obligor or any other person; or(ii)any options or other derivatives in connection with such securities; and(c)to provide advice or other services to the Borrowers or any person who is a party to, or referred to in, a Finance Document,and, in particular, the Security Agent shall be absolutely entitled, in proposing, evaluating, negotiating, entering into and arranging all suchtransactions and in connection with all other matters covered by paragraphs (a), (b) and (c) above, to use (subject only to insider dealing legislation)any information or opportunity, howsoever acquired by it, to pursue its own interests exclusively, to refrain from disclosing such dealings,transactions or other matters or any information acquired in connection with them and to retain for its sole benefit all profits and benefits derived fromthe dealings transactions or other matters.32.37Swiss security agreement mattersWithout limiting any other rights of the Security Agent under this Agreement or any other Finance Document:(a)with respect to the Swiss law governed account pledges and with respect to any other Swiss law governed pledge or any other Swiss law governedsecurity agreement accessory (akzessorische) in nature, each present and future Secured Party hereby authorizes the Security Agent (i) acting for itselfand in the name and for the account of such Secured Party to accept as its direct representative (direkter Stellvertreter) any Swiss law pledge or anyother Swiss law governed security accessory (akzessorische) in nature made or expressed to be made to such Secured Party, to hold, administer and, ifnecessary, enforce any such pledge or other security on behalf of each relevant Secured Party which has the benefit of such security, (ii) to agree as itsdirect representative (direkter Stellvertreter) to amendments and alterations to the Swiss law governed account pledge agreements or any other Swisslaw governed security agreement accessory (akzessorisch) in nature, (iii) to effect as its direct representative (direkter Stellvertreter) any release of asecurity created under the Swiss law governed account pledges or any other Swiss law governed security agreement accessory (akzessorisch) innature in accordance with this Agreement, and (iv) to exercise as its direct representative (direkter Stellvertreter) such other rights granted to theSecurity Agent under this Agreement or under the Swiss law governed account pledges or any other Swiss law governed security agreement accessory(akzessorisch) in nature; and 155 (b)the Security Agent shall hold (i) any security interest over security constituted by a Swiss law governed security agreement (other than the Swiss lawgoverned account pledges and only with respect to an assignment or any other non-accessory (nicht akzessorische) security) and any proceeds of suchsecurity as fiduciary (treuhänderisch) in its own name but for the account of all relevant Secured Parties.33CONDUCT OF BUSINESS BY THE FINANCE PARTIESNo provision of this Agreement will:(a)interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;(b)oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim;or(c)oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.34SHARING AMONG THE FINANCE PARTIES34.1Payments to Finance PartiesIf a Finance Party (a "Recovering Finance Party") receives or recovers any amount from a Transaction Obligor other than in accordance with Clause35 (Payment Mechanics) (a "Recovered Amount") and applies that amount to a payment due to it under the Finance Documents then:(a)the Recovering Finance Party shall, within three Business Days, notify details of the receipt or recovery, to the Facility Agent;(b)the Facility Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Finance Party would have been paid hadthe receipt or recovery been received or made by the Facility Agent and distributed in accordance with Clause 35 (Payment Mechanics), withouttaking account of any Tax which would be imposed on the Facility Agent in relation to the receipt, recovery or distribution; and 156 (c)the Recovering Finance Party shall, within three Business Days of demand by the Facility Agent, pay to the Facility Agent an amount (the "SharingPayment") equal to such receipt or recovery less any amount which the Facility Agent determines may be retained by the Recovering Finance Partyas its share of any payment to be made, in accordance with Clause 35.5 (Application of receipts; partial payments).34.2Redistribution of paymentsThe Facility Agent shall treat the Sharing Payment as if it had been paid by the relevant Transaction Obligor and distribute it among the FinanceParties (other than the Recovering Finance Party) (the "Sharing Finance Parties") in accordance with Clause 35.5 (Application of receipts; partialpayments) towards the obligations of that Transaction Obligor to the Sharing Finance Parties.34.3Recovering Finance Party's rightsOn a distribution by the Facility Agent under Clause 34.2 (Redistribution of payments) of a payment received by a Recovering Finance Party from aTransaction Obligor, as between the relevant Transaction Obligor and the Recovering Finance Party, an amount of the Recovered Amount equal to theSharing Payment will be treated as not having been paid by that Transaction Obligor.34.4Reversal of redistributionIf any part of the Sharing Payment received or recovered by a Recovering Finance Party becomes repayable and is repaid by that Recovering FinanceParty, then:(a)each Sharing Finance Party shall, upon request of the Facility Agent, pay to the Facility Agent for the account of that Recovering Finance Party anamount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that RecoveringFinance Party for its proportion of any interest on the Sharing Payment which that Recovering Finance Party is required to pay) (the "RedistributedAmount"); and(b)as between the relevant Transaction Obligor and each relevant Sharing Finance Party, an amount equal to the relevant Redistributed Amount will betreated as not having been paid by that Transaction Obligor.34.5Exceptions(a)This Clause 34 (Sharing among the Finance Parties) shall not apply to the extent that the Recovering Finance Party would not, after making anypayment pursuant to this Clause, have a valid and enforceable claim against the relevant Transaction Obligor.(b)A Recovering Finance Party is not obliged to share with any other Finance Party any amount which the Recovering Finance Party has received orrecovered as a result of taking legal or arbitration proceedings, if:(i)it notified that other Finance Party of the legal or arbitration proceedings; and(II)that other Finance Party had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonablypracticable having received notice and did not take separate legal or arbitration proceedings. 157 SECTION 11 ADMINISTRATION35PAYMENT MECHANICS35.1Payments to the Facility Agent(a)On each date on which a Transaction Obligor or a Lender is required to make a payment under a Finance Document, that Transaction Obligor orLender shall make an amount equal to such payment available to the Facility Agent (unless a contrary indication appears in a Finance Document) forvalue on the due date at the time and in such funds specified by the Facility Agent as being customary at the time for settlement of transactions in therelevant currency in the place of payment.(b)Payment shall be made to such account in the principal financial centre of the country of that currency (or, in relation to euro, in a principal financialcentre in such Participating Member State or London, as specified by the Facility Agent) and with such bank as the Facility Agent, in each case,specifies.35.2Distributions by the Facility AgentEach payment received by the Facility Agent under the Finance Documents for another Party shall, subject to Clause 35.3 (Distributions to aTransaction Obligor) and Clause 35.4 (Clawback and pre-funding) be made available by the Facility Agent as soon as practicable after receipt to theParty entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account asthat Party may notify to the Facility Agent by not less than five Business Days' notice with a bank specified by that Party in the principal financialcentre of the country of that currency (or, in relation to euro, in the principal financial centre of a Participating Member State or London), as specifiedby that Party or, in the case of an Advance, to such account of such person as may be specified by the Borrowers in a Utilisation Request.35.3Distributions to a Transaction ObligorThe Facility Agent may (with the consent of a Transaction Obligor or in accordance with Clause 36 (Set-Off)) apply any amount received by it for thatTransaction Obligor in or towards payment (on the date and in the currency and funds of receipt) of any amount due from that Transaction Obligorunder the Finance Documents or in or towards purchase of any amount of any currency to be so applied.35.4Clawback and pre-funding(a)Where a sum is to be paid to the Facility Agent under the Finance Documents for another Party, the Facility Agent is not obliged to pay that sum tothat other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actuallyreceived that sum.(b)Unless paragraph (c) below applies, if the Facility Agent pays an amount to another Party and it proves to be the case that the Facility Agent had notactually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Facility Agentshall on demand refund the same to the Facility Agent together with interest on that amount from the date of payment to the date of receipt by theFacility Agent, calculated by the Facility Agent to reflect its cost of funds. 158 (c)If the Facility Agent has notified the Lenders that it is willing to make available amounts for the account of the Borrowers before receiving funds fromthe Lenders then if and to the extent that the Facility Agent does so but it proves to be the case that it does not then receive funds from a Lender inrespect of a sum which it paid to the Borrowers:(i)the Borrowers shall on demand refund it to the Facility Agent; and(ii)the Lender by whom those funds should have been made available or, if the Lender fails to do so, the Borrowers shall on demand pay to theFacility Agent the amount (as certified by the Facility Agent) which will indemnify the Facility Agent against any funding cost incurred by itas a result of paying out that sum before receiving those funds from that Lender.35.5Application of receipts; partial payments(a)If the Facility Agent receives a payment that is insufficient to discharge all the amounts then due and payable by a Transaction Obligor under theFinance Documents, the Facility Agent shall apply that payment towards the obligations of that Transaction Obligor under the Finance Documents inthe following order:(i)first, in or towards payment pro rata of any unpaid fees, costs and expenses of, and any other amounts owing to, the Facility Agent, theSecurity Agent, any Receiver or any Delegate under the Finance Documents;(ii)secondly, in or towards payment pro rata of:(A)any accrued interest and fees due but unpaid to the Lenders under this Agreement; and(B)any periodical payments (not being payments as a result of termination or closing out) due but unpaid to the Hedge Counterpartiesunder the Hedging Agreements;(iii)thirdly, in or towards payment pro rata of:(A)any principal due but unpaid to the Lenders under this Agreement; and(B)any payments as a result of termination or closing out due but unpaid to the Hedge Counterparties under the Hedging Agreements;and(iv)fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.(b)The Facility Agent shall, if so directed by the Majority Lenders and the Hedge Counterparties, vary, or instruct the Security Agent to vary (asapplicable), the order set out in sub-paragraphs (ii) to (iv) of paragraph (a) above.(c)Paragraphs (a) and (b) above will override any appropriation made by a Transaction Obligor. 159 (d)Notwithstanding the foregoing, no amount received from a Hedge Guarantor or the Parent Guarantor in respect of obligations under Clauses 17(Guarantee and Indemnity – Parent Guarantor) and 19 (Guarantee and Indemnity – Hedge Guarantors) shall be applied to any Excluded HedgingObligations.35.6No set-off by Transaction Obligors(a)All payments to be made by a Transaction Obligor under the Finance Documents shall be calculated and be made without (and free and clear of anydeduction for) set-off or counterclaim.(b)Paragraph (a) above shall not affect the operation of any payment or close-out netting in respect of any amounts owing under any HedgingAgreement.35.7Business Days(a)Any payment under the Finance Documents which is due to be made on a day that is not a Business Day shall be made on the next Business Day inthe same calendar month (if there is one) or the preceding Business Day (if there is not).(b)During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement interest is payable on the principal orUnpaid Sum at the rate payable on the original due date.35.8Currency of account(a)Subject to paragraphs (b) and (c) below, dollars is the currency of account and payment for any sum due from a Transaction Obligor under anyFinance Document.(b)Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.(c)Any amount expressed to be payable in a currency other than dollars shall be paid in that other currency.35.9Change of currency(a)Unless otherwise prohibited by law, if more than one currency or currency unit are at the same time recognised by the central bank of any country asthe lawful currency of that country, then:(i)any reference in the Finance Documents to, and any obligations arising under the Finance Documents in, the currency of that country shall betranslated into, or paid in, the currency or currency unit of that country designated by the Facility Agent (after consultation with theBorrowers); and(ii)any translation from one currency or currency unit to another shall be at the official rate of exchange recognised by the central bank for theconversion of that currency or currency unit into the other, rounded up or down by the Facility Agent (acting reasonably).(b)If a change in any currency of a country occurs, this Agreement will, to the extent the Facility Agent (acting reasonably and after consultation with theBorrowers) specifies to be necessary, be amended to comply with any generally accepted conventions and market practice in the Relevant InterbankMarket and otherwise to reflect the change in currency. 160 35.10Currency Conversion(a)For the purpose of, or pending any payment to be made by any Servicing Party under any Finance Document, such Servicing Party may convert anymoneys received or recovered by it from one currency to another, at a market rate of exchange.(b)The obligations of any Transaction Obligor to pay in the due currency shall only be satisfied to the extent of the amount of the due currency purchasedafter deducting the costs of conversion.35.11Disruption to Payment Systems etc.If either the Facility Agent determines (in its discretion) that a Disruption Event has occurred or the Facility Agent is notified by a Borrower that aDisruption Event has occurred:(a)the Facility Agent may, and shall if requested to do so by a Borrower, consult with the Borrowers with a view to agreeing with the Borrowers suchchanges to the operation or administration of the Facility as the Facility Agent may deem necessary in the circumstances;(b)the Facility Agent shall not be obliged to consult with the Borrowers in relation to any changes mentioned in paragraph (a) above if, in its opinion, itis not practicable to do so in the circumstances and, in any event, shall have no obligation to agree to such changes;(c)the Facility Agent may consult with the Finance Parties in relation to any changes mentioned in paragraph (a) above but shall not be obliged to do soif, in its opinion, it is not practicable to do so in the circumstances;(d)any such changes agreed upon by the Facility Agent and the Borrowers shall (whether or not it is finally determined that a Disruption Event hasoccurred) be binding upon the Parties and any Transaction Obligors as an amendment to (or, as the case may be, waiver of) the terms of the FinanceDocuments notwithstanding the provisions of Clause 45 (Amendments and Waivers);(e)the Facility Agent shall not be liable for any damages, costs or losses to any person, any diminution in value or any liability whatsoever (including,without limitation for negligence, gross negligence or any other category of liability whatsoever but not including any claim based on the fraud of theFacility Agent) arising as a result of its taking, or failing to take, any actions pursuant to or in connection with this Clause 35.11 (Disruption toPayment Systems etc.); and(f)the Facility Agent shall notify the Finance Parties of all changes agreed pursuant to paragraph (d) above.36SET-OFFA Finance Party may set off any matured obligation due from a Transaction Obligor under the Finance Documents (to the extent beneficially ownedby that Finance Party) against any matured obligation owed by that Finance Party to that Transaction Obligor, regardless of the place of payment,booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at amarket rate of exchange in its usual course of business for the purpose of the set-off and the Finance Party shall notify the Borrowers after any set-offas soon as possible. 161 37BAIL-INNotwithstanding any other term of any Finance Document or any other agreement, arrangement or understanding between the parties to a FinanceDocument, each Party acknowledges and accepts that any liability of any party to a Finance Document under or in connection with the FinanceDocuments may be subject to Bail-In Action by the relevant Resolution Authority and acknowledges and accepts to be bound by the effect of:(a)any Bail-In Action in relation to any such liability, including (without limitation):(i)a reduction, in full or in part, in the principal amount, or outstanding amount due (including any accrued but unpaid interest) in respect of anysuch liability;(ii)a conversion of all, or part of, any such liability into shares or other instruments of ownership that may be issued to, or conferred on, it; and(iii)a cancellation of any such liability; and(b)a variation of any term of any Finance Document to the extent necessary to give effect to any Bail-In Action in relation to any such liability.38NOTICES38.1Communications in writingAny communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may bemade by fax or letter or, subject to Clause 38.5 (Electronic communication), email.38.2AddressesThe address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for anycommunication or document to be made or delivered under or in connection with the Finance Documents are:(a)in the case of the Borrowers, that specified in Schedule 1 (The Parties);(b)in the case of each Lender, each Hedge Counterparty or any other Obligor, that specified in Schedule 1 (The Parties) or, if it becomes a Party after thedate of this Agreement, that notified in writing to the Facility Agent on or before the date on which it becomes a Party;(c)in the case of the Facility Agent, that specified in Schedule 1 (The Parties); and(d)in the case of the Security Agent, that specified in Schedule 1 (The Parties),or any substitute address, fax number or department or officer as the Party may notify to the Facility Agent (or the Facility Agent may notify to theother Parties, if a change is made by the Facility Agent) by not less than five Business Days' notice. 162 38.3Delivery(a)Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only beeffective:(i)if by way of fax, when received in legible form; or(ii)if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in anenvelope addressed to it at that address,and, if a particular department or officer is specified as part of its address details provided under Clause 38.2 (Addresses), if addressed to thatdepartment or officer.(b)Any communication or document to be made or delivered to a Servicing Party will be effective only when actually received by that Servicing Partyand then only if it is expressly marked for the attention of the department or officer of that Servicing Party specified in Schedule 1 (The Parties) (orany substitute department or officer as that Servicing Party shall specify for this purpose).(c)All notices from or to a Transaction Obligor shall be sent through the Facility Agent unless otherwise specified in any Finance Document.(d)Any communication or document made or delivered to the Borrowers in accordance with this Clause will be deemed to have been made or deliveredto each of the Transaction Obligors.(e)Any communication or document which becomes effective, in accordance with paragraphs (a) to (d) above, after 5.00 p.m. in the place of receipt shallbe deemed only to become effective on the following day.38.4Notification of address and fax numberPromptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 38.2 (Addresses) orchanging its own address or fax number, the Facility Agent shall notify the other Parties.38.5Electronic communication(a)Any communication to be made or document to be delivered by one Party to another under or in connection with the Finance Documents may bemade or delivered by electronic mail or other electronic means (including, without limitation, by way of posting to a secure website) if those twoParties:(i)notify each other in writing of their electronic mail address and/or any other information required to enable the transmission of informationby that means; and(ii)notify each other of any change to their address or any other such information supplied by them by not less than five Business Days' notice.(b)Any such electronic communication or delivery as specified in paragraph (a) above to be made between an Obligor and a Finance Party may only bemade in that way to the extent that those two Parties agree that, unless and until notified to the contrary, this is to be an accepted form ofcommunication or delivery. 163 (c)Any such electronic communication or document as specified in paragraph (a) above made or delivered by one Party to another will be effective onlywhen actually received (or made available) in readable form and in the case of any electronic communication or document made or delivered by aParty to the Facility Agent or the Security Agent only if it is addressed in such a manner as the Facility Agent or the Security Agent shall specify forthis purpose.(d)Any electronic communication or document which becomes effective, in accordance with paragraph (c) above, after 5.00 p.m. in the place in whichthe Party to whom the relevant communication or document is sent or made available has its address for the purpose of this Agreement shall bedeemed only to become effective on the following day.(e)Any reference in a Finance Document to a communication being sent or received or a document being delivered shall be construed to include thatcommunication or document being made available in accordance with this Clause 38.5 (Electronic communication).38.6English language(a)Any notice given under or in connection with any Finance Document must be in English.(b)All other documents provided under or in connection with any Finance Document must be:(i)in English; or(ii)if not in English, and if so required by the Facility Agent, accompanied by a certified English translation prepared by a translator approvedby the Facility Agent and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other officialdocument.38.7Hedging AgreementNotwithstanding anything in Clause 1.1 (Definitions), references to the Finance Documents or a Finance Document in this Clause do not include anyHedging Agreement entered into by a Borrower with a Hedge Counterparty in connection with the Facility.39CALCULATIONS AND CERTIFICATES39.1AccountsIn any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by aFinance Party are prima facie evidence of the matters to which they relate.39.2Certificates and determinationsAny certification or determination by a Finance Party of a rate or amount under any Finance Document is, in the absence of manifest error, conclusiveevidence of the matters to which it relates.39.3Day count conventionAny interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual numberof days elapsed and a year of 360 days or, in any case where the practice in the Relevant Interbank Market differs, in accordance with that marketpractice. 164 40PARTIAL INVALIDITYIf, at any time, any provision of a Finance Document is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction,neither the legality, validity or enforceability of the remaining provisions under the law of that jurisdiction nor the legality, validity or enforceabilityof such provision under the law of any other jurisdiction will in any way be affected or impaired.41REMEDIES AND WAIVERS(a)No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right or remedy under a Finance Document shall operate as awaiver of any such right or remedy or constitute an election to affirm any Finance Document. No election to affirm any Finance Document on the partof a Secured Party shall be effective unless it is in writing. No single or partial exercise of any right or remedy shall prevent any further or otherexercise or the exercise of any other right or remedy. The rights and remedies provided in each Finance Document are cumulative and not exclusive ofany rights or remedies provided by law.(b)No variation or amendment of a Finance Document shall be valid unless in writing and signed by or on behalf of all the relevant Finance Parties inaccordance with the provisions of Clause 45 (Amendments and waivers).42ENTIRE AGREEMENT(a)This Agreement, in conjunction with the other Finance Documents, constitutes the entire agreement between the Parties and supersedes all previousagreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter.(b)Each Obligor acknowledges that it has not entered into this Agreement or any other Finance Document in reliance on, and shall have no remedies inrespect of, any representation or warranty that is not expressly set out in this Agreement or in any other Finance Document.43SETTLEMENT OR DISCHARGE CONDITIONALAny settlement or discharge under any Finance Document between any Finance Party and any Transaction Obligor shall be conditional upon nosecurity or payment to any Finance Party by any Transaction Obligor or any other person being set aside, adjusted or ordered to be repaid, whetherunder any insolvency law or otherwise.44IRREVOCABLE PAYMENTIf the Facility Agent considers that an amount paid or discharged by, or on behalf of, a Transaction Obligor or by any other person in purportedpayment or discharge of an obligation of that Transaction Obligor to a Secured Party under the Finance Documents is capable of being avoided orotherwise set aside on the liquidation or administration of that Transaction Obligor or otherwise, then that amount shall not be considered to havebeen unconditionally and irrevocably paid or discharged for the purposes of the Finance Documents. 165 45AMENDMENTS AND WAIVERS45.1Required consents(a)Subject to Clause 45.2 (All Lender matters) and Clause 45.3 (Other exceptions) any term of the Finance Documents may be amended or waived onlywith the consent of the Majority Lenders and, in the case of an amendment, the Obligors and any such amendment or waiver will be binding on allParties.(b)The Facility Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause 45 (Amendments and Waivers).(c)Without prejudice to the generality of Clause 31.7 (Rights and discretions), the Facility Agent may engage, pay for and rely on the services of lawyersin determining the consent level required for and effecting any amendment, waiver or consent under this Agreement.(d)Paragraph (c) of Clause 29.9 (Pro rata interest settlement) shall apply to this Clause 45 (Amendments and Waivers).45.2All Lender mattersSubject to Clause 45.4 (Benchmark Replacement setting), an amendment of or waiver or consent in relation to any term of any Finance Document thathas the effect of changing or which relates to:(a)the definition of "Majority Lenders" in Clause 1.1 (Definitions);(b)a postponement to or extension of the date of payment of any amount under the Finance Documents;(c)a reduction in the Margin or the amount of any payment of principal, interest, fees or commission payable;(d)a change in currency of payment of any amount under the Finance Documents;(e)an increase in any Commitment or the Total Commitments, an extension of any Availability Period or any requirement that a cancellation ofCommitments reduces the Commitments rateably under the Facility;(f)a change to any Transaction Obligor other than in accordance with Clause 30 (Changes to the Transaction Obligors);(g)any provision which expressly requires the consent of all the Lenders;(h)this Clause 45 (Amendments and Waivers);(i)any change to the preamble (Background), Clause 2 (The Facility), Clause 3 (Purpose), Clause 5 (Utilisation), Clause 6.2 (Effect of cancellation andprepayment on scheduled repayments), Clause 7.4 (Mandatory prepayment on sale or Total Loss) or Clause 7.5 (Mandatory prepayment of HedgingPrepayment Proceeds), Clause 8 (Interest), Clause 24.10 (Compliance with laws etc.), Clause 24.12 (Sanctions and Ship trading), Clause 26(Accounts, application of Earnings and Hedge Receipts), Clause 29 (Changes to the Lenders), Clause 34 (Sharing among the Finance Parties), Clause48 (Governing Law) or Clause 49 (Enforcement); 166 (j)(other than as expressly permitted by the provisions of any Finance Document), the nature or scope of:(i)the guarantees and indemnities granted under any of Clause 17 (Guarantee and Indemnity – Parent Guarantor) or Clause 19 (Guarantee andIndemnity – Hedge Guarantors) or any other guarantee and indemnity forming part of the Finance Documents;(ii)the joint and several liability of the Borrowers under Clause 18 (Joint and Several Liability of the Borrowers);(iii)the Security Assets; or(iv)the manner in which the proceeds of enforcement of the Transaction Security are distributed,(except in the case of sub-paragraphs (iii) and (iv) above, insofar as it relates to a sale or disposal of an asset which is the subject of theTransaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document); or(k)the release or any material variation of the guarantees and indemnities granted under Clause 17 (Guarantee and Indemnity – Parent Guarantor) orClause 19 (Guarantee and Indemnity – Hedge Guarantors), the joint and several liability of the Borrowers under Clause 18 (Joint and SeveralLiability of the Borrowers) or of any Transaction Security or any guarantee, indemnity or subordination arrangement set out in a Finance Documentunless permitted under this Agreement or any other Finance Document or relating to a sale or disposal of an asset which is the subject of theTransaction Security where such sale or disposal is expressly permitted under this Agreement or any other Finance Document,shall not be made, or given, without the prior consent of all the Lenders.45.3Other exceptions(a)An amendment or waiver which relates to the rights or obligations of a Servicing Party may not be effected without the consent of that ServicingParty.(b)An amendment or waiver which relates to and would adversely affect the rights or obligations of a Hedge Counterparty (in its capacity as such) maynot be effected without the consent of that Hedge Counterparty.(c)The Borrowers and the Facility Agent, or the Security Agent, as applicable, may amend or waive a term of a Fee Letter to which they are party.(d)The Hedge Counterparty and the relevant Borrower may amend, supplement or waive the terms of any Hedging Agreement or Hedge CounterpartyGuarantee if permitted by paragraph (g) of Clause 8.5 (Hedging).45.4Benchmark Replacement setting(a)Benchmark Replacement: Notwithstanding anything to the contrary herein or in any other Finance Document, upon the occurrence of a BenchmarkTransition Event, the Facility Agent and the Borrower may amend this Agreement to replace the then-current Benchmark with a BenchmarkReplacement. Any such amendment with respect to a Benchmark Transition Event will become effective at 5:00 p.m. (New York City time) on thefifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower so long as the FacilityAgent has not received, by such time, written notice of objection to such amendment from Lenders comprising the Majority Lenders. No replacementof a Benchmark with a Benchmark Replacement pursuant to this paragraph will occur prior to the applicable Benchmark Transition Start Date. 167 (b)Conforming Changes: In connection with the use or administration of Term SOFR, or the use, administration, adoption or implementation of aBenchmark Replacement, the Facility Agent will have the right to make Conforming Changes from time to time and, notwithstanding anything to thecontrary herein or in any other Finance Document, any amendments implementing such Conforming Changes will become effective without anyfurther action or consent of any other party to this Agreement or any other Finance Document.(c)Notices; Standards for Decisions and Determinations: The Facility Agent will promptly notify the Borrower and the Lenders of (i) theimplementation of any Benchmark Replacement and (ii) the effectiveness of any Conforming Changes. The Facility Agent will promptly notify theBorrower of the removal or reinstatement of any tenor of a Benchmark pursuant to paragraph (d) below. Any determination, decision or election thatmay be made by the Facility Agent or, if applicable, any Lender (or group of Lenders) pursuant to this Clause 45.4 (Benchmark Replacement setting),including any determination with respect to a tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date andany decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its ortheir sole discretion and without consent from any other party to this Agreement or any other Finance Document, except, in each case, as expresslyrequired pursuant to this Clause 45.4 (Benchmark Replacement setting).(d)Unavailability of Tenor of Benchmark: Notwithstanding anything to the contrary herein or in any other Finance Document, at any time (including inconnection with the implementation of a Benchmark Replacement), (i) if the then-current Benchmark is a term rate (including Term SOFR) and either(A) any tenor for such Benchmark is not displayed on a screen or other information service that publishes such rate from time to time as selected bythe Facility Agent in its reasonable discretion or (B) the administrator of such Benchmark or the regulatory supervisor for the administrator of suchBenchmark has provided a public statement or publication of information announcing that any tenor for such Benchmark is not or will not berepresentative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for FinancialBenchmarks, then the Facility Agent may modify the definition of "Interest Period" (or any similar or analogous definition or related provisions) forany Benchmark settings at or after such time to remove such unavailable, non-representative, non-compliant or non-aligned tenor and (ii) if a tenorthat was removed pursuant to clause (i) above either (A) is subsequently displayed on a screen or information service for a Benchmark (including aBenchmark Replacement) or (B) is not, or is no longer, subject to an announcement that it is not or will not be representative or in compliance with oraligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks for a Benchmark (including aBenchmark Replacement), then the Facility Agent may modify the definition of "Interest Period" (or any similar or analogous definition or relatedprovisions) for all Benchmark settings at or after such time to reinstate such previously removed tenor.(e)Benchmark Unavailability Period: Upon the Borrower's receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrowermay revoke any pending request for a borrowing of any Advance to be made during any Benchmark Unavailability Period. 168 (f)The following terms shall have the following meanings:"Available Tenor" means, as of any date of determination and with respect to the then-current Benchmark, as applicable, (i) if such Benchmark is aterm rate, any tenor for such Benchmark (or component thereof) that is or may be used for determining the length of an interest period pursuant to thisAgreement or (ii) otherwise, any payment period for interest calculated with reference to such Benchmark (or component thereof) that is or may beused for determining any frequency of making payments of interest calculated with reference to such Benchmark, in each case, as of such date and notincluding, for the avoidance of doubt, any tenor for such Benchmark that is then-removed from the definition of "Interest Period" or related provisionspursuant to paragraph (d) of this Clause 45.4 (Benchmark Replacement setting)."Benchmark" means, initially, Term SOFR; provided that if a Benchmark Transition Event has occurred with respect to Term SOFR or the then-current Benchmark, then "Benchmark" means the applicable Benchmark Replacement to the extent that such Benchmark Replacement has replacedsuch prior benchmark rate pursuant to paragraph (a) of this Clause 45.4 (Benchmark Replacement setting)."Benchmark Replacement" means with respect to any Benchmark Transition Event, the sum of:(a)the alternate benchmark rate that has been selected by the Facility Agent and the Borrower giving due consideration to (i) any selection orrecommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii)any evolving or then-prevailing market convention for determining a benchmark rate as a replacement to the then-current Benchmark forDollar-denominated syndicated credit facilities; and(b)the related Benchmark Replacement Adjustment;provided that, if such Benchmark Replacement as so determined would be less than zero, such Benchmark Replacement will be deemed to be zero forthe purposes of this Agreement and the other Finance Documents."Benchmark Replacement Adjustment" means, with respect to any replacement of the then-current Benchmark with an Unadjusted BenchmarkReplacement, the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value orzero) that has been selected by the Facility Agent and the Borrower giving due consideration to:(a)any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for thereplacement of such Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body; or(b)any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining suchspread adjustment, for the replacement of such Benchmark with the applicable Unadjusted Benchmark Replacement for Dollar-denominatedsyndicated credit facilities. 169 "Benchmark Replacement Date" means the earliest to occur of the following events with respect to the then-current Benchmark:(a)in the case of paragraph (a) or paragraph (b) of the definition of "Benchmark Transition Event", the later of (i) the date of the publicstatement or publication of information referenced therein and (ii) the date on which the administrator of such Benchmark (or the publishedcomponent used in the calculation thereof) permanently or indefinitely ceases to provide all Available Tenors of such Benchmark (or suchcomponent thereof); or(b)in the case of paragraph (c) of the definition of "Benchmark Transition Event", the first date on which such Benchmark (or the publishedcomponent used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (orsuch component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles forFinancial Benchmarks; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference to themost recent statement or publication referenced in such clause (c) and even if any Available Tenor of such Benchmark (or such componentthereof) continues to be provided on such date.For the avoidance of doubt, the "Benchmark Replacement Date" will be deemed to have occurred in the case of paragraph (a) or paragraph (b) abovewith respect to any Benchmark upon the occurrence of the applicable event or events set forth therein with respect to all then-current Available Tenorsof such Benchmark (or the published component used in the calculation thereof)."Benchmark Transition Event" means the occurrence of one or more of the following events with respect to the then-current Benchmark:(a)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used inthe calculation thereof) announcing that such administrator has ceased or will cease to provide all Available Tenors of such Benchmark (orsuch component thereof), permanently or indefinitely; provided that, at the time of such statement or publication, there is no successoradministrator that will continue to provide any Available Tenor of such Benchmark (or such component thereof);(b)a public statement or publication of information by the regulatory supervisor for the administrator of such Benchmark (or the publishedcomponent used in the calculation thereof), the FRB, the Federal Reserve Bank of New York, an insolvency official with jurisdiction overthe administrator for such Benchmark (or such component), a resolution authority with jurisdiction over the administrator for suchBenchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for suchBenchmark (or such component), which states that the administrator of such Benchmark (or such component) has ceased or will cease toprovide all Available Tenors of such Benchmark (or such component thereof) permanently or indefinitely; provided that, at the time of suchstatement or publication, there is no successor administrator that will continue to provide any Available Tenor of such Benchmark (or suchcomponent thereof); or 170 (c)a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used inthe calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing thatall Available Tenors of such Benchmark (or such component thereof) are not, or as of a specified future date will not be, representative or incompliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.(d)For the avoidance of doubt, a "Benchmark Transition Event" will be deemed to have occurred with respect to any Benchmark if a publicstatement or publication of information set forth above has occurred with respect to each then-current Available Tenor of such Benchmark(or the published component used in the calculation thereof)."Benchmark Transition Start Date" means, in the case of a Benchmark Transition Event, the earlier of:(a)the applicable Benchmark Replacement Date; and(b)if such Benchmark Transition Event is a public statement or publication of information of a prospective event, the 90th day prior to theexpected date of such event as of such public statement or publication of information (or if the expected date of such prospective event isfewer than 90 days after such statement or publication, the date of such statement or publication)."Benchmark Unavailability Period" means, the period (if any):(a)beginning at the time that a Benchmark Replacement Date has occurred if, at such time, no Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under any Finance Document in accordance with this Clause 45.4 (BenchmarkReplacement Setting); and(b)ending at the time that a Benchmark Replacement has replaced the then-current Benchmark for all purposes hereunder and under anyFinance Document in accordance with this Clause 45.4 (Benchmark Replacement setting)."Conforming Changes" means, with respect to either the use or administration of Term SOFR or the use, administration, adoption orimplementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of "BaseRate", "Business Day", "U.S. Government Securities Business Day," or "Interest Period" or any similar or analogous definition (or the addition of aconcept of "interest period"), timing and frequency of determining rates and making payments of interest, timing of borrowing requests orprepayment, conversion or continuation notices, the applicability and length of lookback periods and other technical, administrative or operationalmatters) that the Facility Agent decides may be appropriate to reflect the adoption and implementation of any such rate or to permit the use andadministration thereof by the Facility Agent in a manner substantially consistent with market practice (or, if the Facility Agent decides that adoptionof any portion of such market practice is not administratively feasible or determines that no market practice for the administration of any such rateexists, in such other manner of administration as the Facility Agent decides is reasonably necessary in connection with the administration of thisAgreement and the other Finance Documents). 171 "Unadjusted Benchmark Replacement" means the applicable Benchmark Replacement excluding the related Benchmark Replacement Adjustment.45.5Obligor IntentWithout prejudice to the generality of Clauses 1.2 (Construction), 17.4 (Waiver of defences), 18.2 (Waiver of defences) and 19.4 (Waiver of defences),each Obligor expressly confirms that it intends that any guarantee contained in this Agreement or any other Finance Document and any Securitycreated by any Finance Document shall extend from time to time to any (however fundamental) variation, increase, extension or addition of or to anyof the Finance Documents and/or any facility or amount made available under any of the Finance Documents for the purposes of or in connectionwith any of the following: business acquisitions of any nature; increasing working capital; enabling investor distributions to be made; carrying outrestructurings; refinancing existing facilities; refinancing any other indebtedness; making facilities available to new borrowers; any other variation orextension of the purposes for which any such facility or amount might be made available from time to time; and any fees, costs and/or expensesassociated with any of the foregoing.46CONFIDENTIAL INFORMATION46.1ConfidentialityEach Finance Party agrees to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clause46.2 (Disclosure of Confidential Information) and Clause 46.4 (Disclosure to numbering service providers) and to ensure that all ConfidentialInformation is protected with security measures and a degree of care that would apply to its own confidential information.46.2Disclosure of Confidential InformationAny Finance Party may disclose:(a)to any of its Affiliates and Related Funds and any of its or their officers, directors, employees, professional advisers, auditors, insurers, insuranceadvisors, insurance brokers, partners and Representatives such Confidential Information as that Finance Party shall consider appropriate if any personto whom the Confidential Information is to be given pursuant to this paragraph (a) is informed in writing of its confidential nature and that some or allof such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient issubject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality inrelation to the Confidential Information;(b)to any person:(i)to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under one or moreFinance Documents or which succeeds (or which may potentially succeed) it as Facility Agent or Security Agent and, in each case, to any ofthat person's Affiliates, Related Funds, Representatives and professional advisers;(ii)with (or through) whom it enters into (or may potentially enter into), whether directly or indirectly, any sub-participation in relation to, or anyother transaction under which payments are to be made or may be made by reference to, one or more Finance Documents and/or one or moreTransaction Obligors and to any of that person's Affiliates, Related Funds, Representatives and professional advisers; 172 (iii)appointed by any Finance Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to receive communications,notices, information or documents delivered pursuant to the Finance Documents on its behalf (including, without limitation, any personappointed under paragraph (c) of Clause 31.14 (Relationship with the other Finance Parties));(iv)who invests in or otherwise finances (or may potentially invest in or otherwise finance), directly or indirectly, any transaction referred to insub-paragraph (i) or (ii) of paragraph (b) above;(v)to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking, taxationor other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any applicable law or regulation;(vi)to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitrations, administrative orother investigations, proceedings or disputes;(vii)to whom or for whose benefit that Finance Party charges, assigns or otherwise creates Security (or may do so) pursuant to Clause 29.8(Security over Lenders' rights);(viii)who is a Party, a member of the Group or any related entity of a Transaction Obligor;(ix)as a result of the registration of any Finance Document as contemplated by any Finance Document or any legal opinion obtained inconnection with any Finance Document; or(x)with the consent of the Parent Guarantor;in each case, such Confidential Information as that Finance Party shall consider appropriate if:(A)in relation to sub-paragraphs (i), (ii) and (iii) of paragraph (b) above, the person to whom the Confidential Information is to be givenhas entered into a Confidentiality Undertaking except that there shall be no requirement for a Confidentiality Undertaking if therecipient is a professional adviser and is subject to professional obligations to maintain the confidentiality of the ConfidentialInformation;(B)in relation to sub-paragraph (iv) of paragraph (b) above, the person to whom the Confidential Information is to be given has enteredinto a Confidentiality Undertaking or is otherwise bound by requirements of confidentiality in relation to the ConfidentialInformation they receive and is informed that some or all of such Confidential Information may be price-sensitive information;(C)in relation to sub-paragraphs (v), (vi) and (vii) of paragraph (b) above, the person to whom the Confidential Information is to begiven is informed of its confidential nature and that some or all of such Confidential Information may be price-sensitive informationexcept that there shall be no requirement to so inform if, in the opinion of that Finance Party, it is not practicable so to do in thecircumstances; 173 (c)to any person appointed by that Finance Party or by a person to whom sub-paragraph (i) or (ii) of paragraph (b) above applies to provideadministration or settlement services in respect of one or more of the Finance Documents including without limitation, in relation to the trading ofparticipations in respect of the Finance Documents, such Confidential Information as may be required to be disclosed to enable such service providerto provide any of the services referred to in this paragraph (c) if the service provider to whom the Confidential Information is to be given has enteredin to a confidentiality agreement substantially in the form of the LMA Master Confidentiality Undertaking for Use With Administration/ SettlementService Providers or such other form of confidentiality undertaking agreed between the Borrowers and the relevant Finance Party;(d)to any rating agency (including its professional advisers) such Confidential Information as may be required to be disclosed to enable such ratingagency to carry out its normal rating activities in relation to the Finance Documents and/or the Transaction Obligors.46.3DAC6Nothing in any Finance Document shall prevent disclosure of any Confidential Information or other matter to the extent that preventing thatdisclosure would otherwise cause any transaction contemplated by the Finance Documents or any transaction carried out in connection with anytransaction contemplated by the Finance Documents to become an arrangement described in Part II A 1 of Annex IV of Directive 2011/16/EU.46.4Disclosure to numbering service providers(a)Any Finance Party may disclose to any national or international numbering service provider appointed by that Finance Party to provide identificationnumbering services in respect of this Agreement, the Facility and/or one or more Transaction Obligors the following information:(i)names of Transaction Obligors;(ii)country of domicile of Transaction Obligors;(iii)place of incorporation of Transaction Obligors;(iv)date of this Agreement;(v)Clause 48 (Governing Law);(vi)the name of the Facility Agent;(vii)date of each amendment and restatement of this Agreement;(viii)amount of Total Commitments;(ix)currency of the Facility;(x)type of Facility;(xi)ranking of Facility; 174 (xii)Termination Date for Facility;(xiii)changes to any of the information previously supplied pursuant to sub-paragraphs (i) to (xii) above; and(xiv)such other information agreed between such Finance Party and the Borrowers,to enable such numbering service provider to provide its usual syndicated loan numbering identification services.(b)The Parties acknowledge and agree that each identification number assigned to this Agreement, the Facility and/or one or more Transaction Obligorsby a numbering service provider and the information associated with each such number may be disclosed to users of its services in accordance withthe standard terms and conditions of that numbering service provider.(c)Each Obligor represents, on behalf of itself and the other Transaction Obligors, that none of the information set out in sub-paragraphs (i) to (xiv) ofparagraph (a) above is, nor will at any time be, unpublished price-sensitive information.46.5Entire agreementThis Clause 46 (Confidential Information) constitutes the entire agreement between the Parties in relation to the obligations of the Finance Partiesunder the Finance Documents regarding Confidential Information and supersedes any previous agreement, whether express or implied, regardingConfidential Information.46.6Inside informationEach of the Finance Parties acknowledges that some or all of the Confidential Information is or may be price-sensitive information and that the use ofsuch information may be regulated or prohibited by applicable legislation including securities law relating to insider dealing and market abuse andeach of the Finance Parties undertakes not to use any Confidential Information for any unlawful purpose. 175 46.7Notification of disclosureEach of the Finance Parties agrees (to the extent permitted by law and regulation) to inform the Borrowers:(a)of the circumstances of any disclosure of Confidential Information made pursuant to sub-paragraph (v) of paragraph (b) of Clause 46.2 (Disclosure ofConfidential Information) except where such disclosure is made to any of the persons referred to in that paragraph during the ordinary course of itssupervisory or regulatory function; and(b)upon becoming aware that Confidential Information has been disclosed in breach of this Clause 46 (Confidential Information).46.8Continuing obligationsThe obligations in this Clause 46 (Confidential Information) are continuing and, in particular, shall survive and remain binding on each Finance Partyfor a period of 12 months from the earlier of:(a)the date on which all amounts payable by the Obligors under or in connection with this Agreement have been paid in full and all Commitments havebeen cancelled or otherwise cease to be available; and(b)the date on which such Finance Party otherwise ceases to be a Finance Party. 47COUNTERPARTSEach Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were ona single copy of the Finance Document. 176 SECTION 12 GOVERNING LAW AND ENFORCEMENT48GOVERNING LAWThis Agreement and any non-contractual obligations arising out of or in connection with it are governed by English law.49ENFORCEMENT49.1Jurisdiction(a)Unless specifically provided in another Finance Document in relation to that Finance Document, the courts of England have exclusive jurisdiction tosettle any dispute arising out of or in connection with any Finance Document (including a dispute regarding the existence, validity or termination ofany Finance Document or any non-contractual obligation arising out of or in connection with any Finance Document) (a "Dispute").(b)The Obligors accept that the courts of England are the most appropriate and convenient courts to settle Disputes and accordingly no Obligor willargue to the contrary.(c)To the extent allowed by law, this Clause 49.1 (Jurisdiction) is for the benefit of the Secured Parties only. As a result, no Secured Party shall beprevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, the Secured Parties maytake concurrent proceedings in any number of jurisdictions.49.2Service of process(a)Without prejudice to any other mode of service allowed under any relevant law, each Obligor (other than an Obligor incorporated in England andWales):(i)irrevocably appoints Saville & Co at their registered office for the time being, presently at One Carey Lane, London EC2V 8AE, England asits agent for service of process in relation to any proceedings before the English courts in connection with any Finance Document; and(ii)agrees that failure by a process agent to notify the relevant Obligor of the process will not invalidate the proceedings concerned.(b)If any person appointed as an agent for service of process is unable for any reason to act as agent for service of process, the Borrowers (on behalf ofall the Obligors) must immediately (and in any event within five days of such event taking place) appoint another agent on terms acceptable to theFacility Agent. Failing this, the Facility Agent may appoint another agent for this purpose.50PATRIOT ACT NOTICEEach of the Secured Parties notifies the Obligors that pursuant to the requirements of the PATRIOT Act and the policies and practices of the SecuredParties, each of the Secured Parties is required to obtain, verify and record certain information and documentation that identifies each Obligor, whichinformation includes the name and address of each Obligor and such other information that will allow the Facility Agent and each of the Lenders toidentify each Obligor in accordance with the PATRIOT Act.This Agreement has been entered into and amended and restated on the dates stated at the beginning of this Agreement. 177 SCHEDULE 1 THE PARTIESPART A THE OBLIGORSName of BorrowerPlace of IncorporationRegistration number (orequivalent, if any)Address for CommunicationDEVOCEAN MARITIMELTD.Marshall Islands24361c/o Globus Shipmanagement Corp.128 Vouliagmenis Avenue166 74 GlyfadaGreece Tel: Fax:e-mail: DOMINA MARITIME LTD.Marshall Islands40259c/o Globus Shipmanagement Corp.128 Vouliagmenis Avenue166 74 GlyfadaGreece Tel:Fax:e-mail: DULAC MARITIME S.A.Marshall Islands40253c/o Globus Shipmanagement Corp.128 Vouliagmenis Avenue166 74 GlyfadaGreece Tel:Fax:e-mail: ARTFUL SHIPHOLDING S.A.Marshall Islands46405c/o Globus Shipmanagement Corp.128 Vouliagmenis Avenue166 74 GlyfadaGreece Tel:Fax:e-mail: LONGEVITY MARITIMELIMITEDMaltaC 53023c/o Globus Shipmanagement Corp.128 Vouliagmenis Avenue166 74 GlyfadaGreece Tel:Fax:e-mail:SERENA MARITIMELIMITEDMarshall Islands105757c/o Globus Shipmanagement Corp.128 Vouliagmenis Avenue166 74 GlyfadaGreece Tel:Fax:e-mail: SALAMINIA MARITIMELIMITEDMarshall Islands107759c/o Globus Shipmanagement Corp.128 Vouliagmenis Avenue 166 74 GlyfadaGreece Tel:Fax:e-mail: ARGO MARITIME LIMITEDMarshall Islands107764c/o Globus Shipmanagement Corp.128 Vouliagmenis Avenue166 74 GlyfadaGreece Tel:Fax:e-mail: TALISMAN MARITIMELIMITEDMarshall Islands105756c/o Globus Shipmanagement Corp.128 Vouliagmenis Avenue166 74 GlyfadaGreece Tel:Fax:e-mail: 178 Name of Parent GuarantorPlace of IncorporationRegistration number (orequivalent, if any)Address for CommunicationGLOBUS MARITIMELIMITEDMarshall Islands44376c/o Globus Shipmanagement Corp.128 Vouliagmenis Avenue166 74 GlyfadaGreece Tel:Fax:e-mail: Name of Hedge GuarantorPlace of IncorporationRegistration number (orequivalent, if any)Address for CommunicationDEVOCEAN MARITIMELTD.Marshall Islands24361c/o Globus Shipmanagement Corp.128 Vouliagmenis Avenue166 74 GlyfadaGreece Tel:Fax:e-mail: DOMINA MARITIME LTD.Marshall Islands40259c/o Globus Shipmanagement Corp.128 Vouliagmenis Avenue166 74 GlyfadaGreece Tel:Fax:e-mail: DULAC MARITIME S.A.Marshall Islands40253c/o Globus Shipmanagement Corp.128 Vouliagmenis Avenue166 74 GlyfadaGreece Tel:Fax:e-mail: ARTFUL SHIPHOLDING S.A.Marshall Islands46405c/o Globus Shipmanagement Corp.128 Vouliagmenis Avenue166 74 GlyfadaGreece Tel:Fax:e-mail: LONGEVITY MARITIMELIMITEDMaltaC 53023c/o Globus Shipmanagement Corp.128 Vouliagmenis Avenue166 74 GlyfadaGreece Tel:Fax:e-mail:SERENA MARITIMELIMITEDMarshall Islands105757c/o Globus Shipmanagement Corp.128 Vouliagmenis Avenue166 74 GlyfadaGreece Tel:Fax: e-mail: SALAMINIA MARITIMELIMITEDMarshall Islands107759c/o Globus Shipmanagement Corp.128 Vouliagmenis Avenue166 74 GlyfadaGreece Tel:Fax:e-mail: ARGO MARITIME LIMITEDMarshall Islands107764c/o Globus Shipmanagement Corp.128 Vouliagmenis Avenue166 74 GlyfadaGreece Tel:Fax:e-mail: SALAMINIA TALISMANMARITIME LIMITEDMarshall Islands107759105756c/o Globus Shipmanagement Corp.128 Vouliagmenis Avenue166 74 GlyfadaGreece Tel:Fax:e-mail: 179 PART B THE ORIGINAL LENDERSName of Original LenderCommitmentAddress for CommunicationCIT Bank, a division of First-Citizens Bank& Trust Company$34,250,000 (in respect of theOriginal Tranches) $18,000,000 (in respect of TrancheG) $25,000,000 (in respect of TrancheH and Tranche I)11 West 42nd Street New York New York 10036 USAEmail:Attention: CIT Maritime Finance Total: $52,250,00077,250,000THE HEDGE COUNTERPARTIESName of Hedge CounterpartyAddress for CommunicationCIT Bank, a division of First-Citizens Bank & Trust Company11 West 42nd Street New York New York 10036 USA Email:Attention: CIT Maritime Finance 180 PART C THE SERVICING PARTIESName of Facility AgentAddress for CommunicationCIT Bank, a division of First-Citizens Bank & Trust Company11 West 42nd Street New York New York 10036 USA Email:Attention: CIT Maritime Finance Name of Security AgentAddress for CommunicationFirst-Citizens Bank & Trust Company11 West 42nd Street New York New York 10036 USA Email:Attention: CIT Maritime Finance 181 SCHEDULE 2 CONDITIONS PRECEDENT[OMITTED] 182 SCHEDULE 3 UTILISATION REQUEST[OMITTED] 183 SCHEDULE 4 FORM OF TRANSFER CERTIFICATE[OMITTED] 184 SCHEDULE 5 FORM OF ASSIGNMENT AGREEMENT [OMITTED] 185 SCHEDULE 6 FORM OF COMPLIANCE CERTIFICATE [OMITTED] 186 SCHEDULE 7 DRY DOCKING AND SPECIAL RESERVES TABLE [OMITTED] 187 SCHEDULE 8 FORM OF DCSR CERTIFICATE [OMITTED] 188 SCHEDULE 9 DETAILS OF THE SHIPSShip nameName of theBorrowerownerIMOnumberTypeGRTApprovedFlagApprovedClassificationSocietyApprovedClassificationApprovedCommercialManagerApprovedTechnicalManagerm.v."RIVERGLOBE"DevoceanMaritimeLtd. 9464168BulkCarrier31,261MarshallIslandsNippon KaijiKyokaiNS* (Bulk Carrrier-Type A) (PrimeShip-Direct Assessment &Fatique Assessment)(ESP)(IWS) MNS* GlobusShipmanagementCorp.GlobusShipmanagementCorp.m.v. "SKYGLOBE"DominaMaritimeLtd. 9463748BulkCarrier32,929MarshallIslandsNippon KaijiKyokaiNS(CSR, BC-A, BC-XII, GRAB 20,PSPC-WBT)(ESP)(IWS)(PSCM) MNS,Strengthened forheavy cargo loadingwhere hold nos. 2 & 4may be empty, CHG,MPP, LSA, RCF, M0,AFS, BWM, UMS GlobusShipmanagementCorp.GlobusShipmanagementCorp.m.v. "STARGLOBE"DulacMaritimaS.A. 9463750BulkCarrier32,929MarshallIslandsDNV GL100 A5 Bulk carrier(BC(A) BWM CSRDBC DG ESPGrab(20 t) Holds (2,4) may be empty IWX MC AUT GlobusShipmanagementCorp.GlobusShipmanagementCorp.m.v."MOONGLOBE"ArtfulShipholdingS.A. 9294111BulkCarrier40,485MarshallIslandsNippon KaijiKyokaiNS (Bulk Carrier)(ESP)(PSCM)MNS GlobusShipmanagementCorp.GlobusShipmanagementCorp.m.v. "SUNGLOBE"LongevityMaritimeLimited9340506BulkCarrier32,387MaltaBureauVeritasI X HULL X MACHBulk carrier BC-A(holds 2-4 may beempty N) ESP Unrestrictednavigation X AUT-UMS, MON-SHAFTGlobusShipmanagementCorp.GlobusShipmanagementCorp. m.v."GALAXYGLOBE"SerenaMaritimeLimited9723629BulkCarrier44,069MarshallIslandsNippon KaijiKyokaiNS(CSR, BC-A, BC-XII, GRAB 20,PSPC-WBT)(ESP)(IWS)(PSCM)MNS Strengthenedfor heavy cargoloadingwhere hold nos. 2,4 &6 may be emptyCHG, MPP, LSA,RCF, M0, AFS,BWMGlobusShipmanagementCorp.GlobusShipmanagementCorp.m.v."ORIONSalaminiaMaritime9634854BulkCarrier[●—]MarshallIslands[●[—][●—]GlobusShipmanagementGlobusShipmanagement GLOBE"LimitedCorp.Corp.m.v."DIAMONDGLOBE"ArgoMaritimeLimited9828857BulkCarrier[—]MarshallIslands[—][—]GlobusShipmanagementCorp.GlobusShipmanagementCorp.m.v."POWERGLOBE"TalismanMaritimeLimited9479319BulkCarrier[—]MarshallIslands[—][—]GlobusShipmanagementCorp.GlobusShipmanagementCorp. 189 SCHEDULE 10 TIMETABLES[OMITTED] 190 EXECUTION PAGES BORROWERS SIGNED by )duly authorized for and on behalf of) DEVOCEAN MARITIME LTD. ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) SIGNED by )duly authorized for and on behalf of) DOMINA MARITIME LTD. ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) SIGNED by )duly authorized for and on behalf of) DULAC MARITIME S.A. ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) SIGNED by )duly authorized for and on behalf of) ARTFUL SHIPHOLDING S.A. ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) 191 SIGNED by )duly authorized for and on behalf of) LONGEVITY MARITIME LIMITED ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) SIGNED by )duly authorized for and on behalf of) SERENA MARITIME LIMITED ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) SIGNED by )duly authorized for and on behalf of) SALAMINIA MARITIME LIMITED ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) SIGNED by )duly authorized for and on behalf of) SALAMINIA MARITIME LIMITED ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) SIGNED by )duly authorised for and on behalf of) ARGO MARITIME LIMITED ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) 192 SIGNED by )duly authorised for and on behalf of) TALISMAN MARITIME LIMITED ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) PARENT GUARANTOR SIGNED by )duly authorized for and on behalf of) GLOBUS MARITIME LIMITED ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) HEDGE GUARANTORS SIGNED by )duly authorized for and on behalf of) DEVOCEAN MARITIME LTD. ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) SIGNED by )duly authorized for and on behalf of) DOMINA MARITIME LTD. ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) 193 SIGNED by )duly authorized for and on behalf of) DULAC MARITIME S.A. ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) SIGNED by )duly authorized for and on behalf of) ARTFUL SHIPHOLDING S.A. ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) SIGNED by )duly authorized for and on behalf of) LONGEVITY MARITIME LIMITED ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) SIGNED by )duly authorised for and on behalf of) SERENA MARITIME LIMITED ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) 194 SIGNED by )duly authorized for and on behalf of) SALAMINIA MARITIME LIMITED ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) SIGNED by )duly authorised for and on behalf of) ARGO MARITIME LIMITED ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) SIGNED by )duly authorised for and on behalf of) TALISMAN MARITIME LIMITED ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) ORIGINAL LENDERS SIGNED by )duly authorized for and on behalf of) First - Citizens Bank &Trust Company ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) HEDGE COUNTERPARTIES SIGNED by )duly authorized for and on behalf of) First - Citizens Bank &Trust Company ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) FACILITY AGENT SIGNED by )duly authorized for and on behalf of) First - Citizens Bank &Trust Company ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) SECURITY AGENT SIGNED by )duly authorized for and on behalf of) First - Citizens Bank &Trust Company ) in the presence of: ) Witness' signature:)Witness' name:)Witness' address:) Exhibit 4.21 SHIPSALE CONTRACT FOR CONSTRUCTION AND SALE OF One (1) 64,000 DWT TYPE BULK CARRIER (HULL NO. S-K192) AMONG OLYMPIA SHIPHOLDING S.A., GIANT LINE INC.,S.A., AND NIHON SHIPYARD CO., LTD. 18th August 2023 INDEX PAGEPREAMBLE5 ARTICLE I – JOINT AND SEVERAL GUARANTEE 1.Joint and Several Guarantee6 ARTICLE II - DESCRIPTION AND CLASS 1.Description72.Classification, Rules and Regulations73.Principal Particulars and Dimensions of VESSEL84.Guaranteed Trial Speed85.Guaranteed Fuel Oil Consumption86.Guaranteed Deadweight97.Registration98.Subcontracting9 ARTICLE III - CONTRACT PRICE AND TERMS OF PAYMENT 1.Contract Price102.Currency103.Terms of Payment104.Method of Payment115.Payment under Dispute126.Prepayment12 ACTICLE IV - ADJUSTMENT OF CONTRACT PRICE 1.Delivery132.Speed143.Fuel Consumption154.Deadweight155.Effect of Rescission166.Cumulative Effect167.Duty to Mitigate16 1 ACTICLE V - APPROVAL OF PLANS AND DRAWINGS AND INSPECTION DURING CONSTRUCTION 1.Approval of Plans and Drawings172.Appointment of Supervising Company’s Supervisor173.Inspection by Supervisor174.BUYER’s Representative18 ARTICLE VI - MODIFICATIONS 1.Modifications of Specifications192.Change in Class, etc.193.Substitution of Materials20 ARTICLE VII – TRIALS 1.Notice212.Weather Condition213.How Conducted224.Method of Acceptance or Rejection225.Effect of Acceptance236.Disposition of Surplus Consumable Stores247.Familiarization24 ARTICLE VIII - DELIVERY 1.Time and Place252.When and How Effected253.Documents to be Delivered to BUYER254.Tender of VESSEL265.Title and Risk266.Removal of VESSEL27 ARTICLE IX - DELAYS AND EXTENSION OF TIME FOR DELIVERY （FORCE MAJEURE） 1.Causes of Delay282.Notice of Delay283.Definition of Permissible Delay294.Right to Rescind for Excessive Delay29 2 ARTICLE X - WARRANTY OF QUALITY 1.Guarantee302.Notice of Default303.Remedy of Defects304.Extent of SELLERS’ Responsibility31 ARTICLE XI - RESCISSION BY BUYER 1.Notice332.Refund by SELLERS333.Discharge of Obligations33 ARTICLE XII - BUYER’S DEFAULT 1.Definition of Default342.Interest of Default343.Effect of Default344.Sale of VESSEL35 ARTICLE XIII - INSURANCE 1.Extent of Insurance Coverage372.Application of Recovered Amount373.Termination of SELLERS’ Undertaking to Insure38 ARTICLE XIV - DISPUTES AND ARBITRATION 1.Proceedings392.Notice of Award403.Expenses404.Entry in Court405.Alteration of Delivery Date40 ARTICLE XV - RIGHT OF ASSIGNMENT41 ARTICLE XVI - TAXES AND DUTIES 1.Taxes and Duties in Japan422.Taxes and Duties outside Japan 42 3 ARTICLE XVII - PATENTS, TRADEMARKS, COPYRIGHTS, ETC. 1.Patents, Trademarks and Copyrights432.General Plans, Specifications and Working Drawings43 ARTICLE XVIII - BUYER’S SUPPLIES 1.Responsibility of BUYER442.Responsibility of SELLERS45 ARTICLE XIX - NOTICE 1.Address462.Language46 ARTICLE XX - EFFECTIVE DATE OF CONTRACT47 ARTICLE XXI - INTERPRETATION 1.Laws Applicable482.Discrepancies483.Entire Agreement484.Confidentiality48 END OF CONTRACT49 4 THIS CONTRACT (the “Contract”), made this 18th day of August, 2023 by and among Olympia Shipholding S.A. of Trust Company Complex, AjeltakeRoad, Ajeltake Island, Majuro, Marshall Islands MH 96960 (hereinafter called the “BUYER”), the party of the first part, GIANT LINE INC., S.A. , acorporation organized and existing under the laws of Panama, having its principal office at 53rd E Street, Urbanizacion Marbella, MMG Tower, 16th Floor,City of Panama, the Republic of Panama (hereinafter called the “SELLER 1”), the party of the second part, and NIHON SHIPYARD CO., LTD., a corporationorganized and existing under the laws of Japan, having its principal office at 1-5-1, Yuraku-cho, Chiyoda-ku, Tokyo Prefecture, Japan (hereinafter called the"SELLER 2"), the party of the third part. SELLER 1 and SELLER 2 are collectively called the “SELLERS”. WITNESSETH: WHEREAS, IMABARI SHIPBUILDING CO., LTD., a corporation organized and existing under the laws of Japan, having its principal office at 4-52, 1-chome, Koura-Cho, Imabari City, Ehime Pref., Japan (hereinafter called the “BUILDER”), as builder has entered into a shipbuilding contract in the Japaneselanguage entitled “Zosen Keiyakusho” with the SELLER 1 as buyer dated 28th July, 2021 (hereinafter called the “Shipbuilding Contract”) wherein theBUILDER has agreed to design, build, launch, equip and complete at the BUILDER’s shipyard or any other shipyard in Japan owned by its affiliatedcompany (hereinafter called the “Shipyard”) and sell and deliver to the SELLER 1 one (1) 64,000 DWT TYPE BULK CARRIER more fully described inArticle II hereof (hereinafter called the “VESSEL”), and the SELLER 1 has agreed to purchase the VESSEL. In consideration of the mutual covenants herein contained, the BUYER agrees to purchase and take delivery of the VESSEL from the SELLERS and to payfor the same, all upon the terms and conditions hereinafter set forth. 5 ARTICLE I – JOINT AND SEVERAL GUARANTEE 1.Joint and Several Guarantee: The SELLERS shall each be jointly and severally liable for the performance and all other warranties and obligations of each other and any obligationexpressed to be that of both under this Contract. (End of Article) 6 ARTICLE II - DESCRIPTION AND CLASS 1.Description: The VESSEL shall have the BUILDER’s Hull No. S-K192 and shall be constructed, equipped and completed in accordance with the provisions of thisContract, the specifications and the general arrangement plan (hereinafter collectively called the “Specifications”) signed by each of the parties hereto foridentification and attached hereto and made an integral part hereof. In the event of an inconsistency or contradiction between the Specifications and the terms and conditions of this Contract, these terms and conditions in the Contract shallprevail. In the event of an inconsistency or contradiction between the Specifications and the terms and conditions of the other drawings/plan, the terms and conditions in theSpecifications shall prevail. It is agreed and understood that the SELLERS may at its discretion construct and deliver the VESSEL at a Shipyard, such Shipyard to be part ofImabari Shipbuilding group, provided that the provisions of this Contract except the VESSEL’s Hull Number shall not be altered thereby in any other respects. 2.Classification, Rules and Regulations: The VESSEL, including its machinery, equipment and out-fittings shall be designed and constructed in accordance with the rules (the edition andamendments thereto being in force as of the date of the Shipbuilding Contract) of NIPPON KAIJI KYOKAI (hereinafter called “NK”) and under specialsurvey of AMERICAN BUREAU OF SHIPPING (hereinafter called the “Classification Society”) and shall be distinguished in the register by the symbol of: ABS Class Notations: +A1, Bulk Carrier, BC-A (holds 2 and 4 may be empty), ESP, (E), +ACCU, +AMS, CPS, CSR, CRC(SC, SP), ENVIRO(I), GRAB [20], IHM, NOx-Tier III,RW, UWILD Decisions of the Classification Society as to compliance or non-compliance with the classification shall be final and binding upon both parties heretoand confirmed with the head office of the Classification Society if required. The VESSEL shall also comply with the rules, regulations and requirements of other regulatory bodies as described in the Specifications in effect as ofthe date of this Contract. All fees and charges incidental to the classification and with respect to compliance with the above referred rules, regulations and requirements shall befor account of the SELLERS. The VESSEL’s classification status, and all classification and other required certificates hereunder, are to be clean and free of all conditions,recommendations and restrictions whatsoever other than those permitted in the Specifications. 7 3.Principal Particulars and Dimensions of VESSEL: The VESSEL shall have the following characteristics and dimensions: Length (over all) : about 199.9 mLength (between perpendiculars) : 195.00 mBreadth, moulded : 32.24mDepth, moulded : 19.30 mDesigned loaded draft, moulded : 11.30 mScantling draft, moulded : 13.52 mDeadweight at assigned loaded draft : 63,450 MTGross Tonnage (by I.C.T.M.1969) : about 36,500Main Engine (Japanese make) : MAN B&W 6S50ME-C9.7-HPSCR1setMaximum rating : 6,670 kW x 95.0 min-1Normal rating : 5,670 kW x 90.0 min-1 (85.0% MCR)Flag : MARSHALL ISLANDS 4.Guaranteed Trial Speed: The SELLERS guarantee for the VESSEL that the mean trial speed shall be 14.60 knots with the VESSEL at the BUILDER’s favorable draft and trimcondition at the normal output of 5,670 kW of Main Engine in quiet weather and calm sea with clean bottom of the VESSEL under the conditions set forth inthe Specifications (hereinafter called the“Guaranteed Trial Speed”). 5.Guaranteed Fuel Oil Consumption: The SELLERS guarantee that the fuel oil consumption of the Main Engine as determined by shop trial as specified in the Specifications, at normalrating shall not be more than 155.2grams/kW/hour using “A” oil on the basis of lower calorific value of 42,700 kJ/kg (hereinafter called the“Guaranteed FuelOil Consumption”) 8 6.Guaranteed Deadweight: The SELLERS guarantee that the VESSEL, when completed, shall be capable of carrying a total deadweight tonnage of 63,450metric tons at assignedfully loaded draft (hereinafter called the “Guaranteed Deadweight”). The term “Deadweight” as used in this Contract, shall signify the difference between thedisplacement at assigned fully loaded draft in sea water of 1.025 specific gravity on the basis of hydrostatic table and the light weight of the VESSEL. The actual deadweight of the VESSEL shall be determined by calculations made by the BUILDER and these calculations shall be based on actualmeasurements of the completed VESSEL taken in the presence of and verified by the Classification Society’s surveyor. 7.Registration: The VESSEL shall be registered by the BUYER at its own cost and expense under the laws of MARSHALL ISLANDS with its home port of Majurothe time of its delivery and acceptance hereunder. 8.Subcontracting: The SELLERS may, at its sole discretion and responsibility, subcontract any portion of the construction work of the VESSEL to any domestic and/oroverseas subcontractors including, but not limited to, the affiliated companies of the BUILDER. In the event of any work being subcontracted in accordance with the terms of this Contract and/or the Specifications, the SELLERS shall remain fully andsolely responsible for the work done by such subcontractors and the quality and performance and any part of the VESSEL and the construction worksubcontracted in accordance with this Contract and/ or the Specifications. (End of Article) 9 ARTICLE III - CONTRACT PRICE AND TERM OF PAYMENT 1.Contract Price: The purchase price of the VESSEL is United States Dollars Thirty Seven Million Six hundred thousand (US$37,600,000.-), net receivable by theSELLERS (hereinafter called the “Contract Price”), which is exclusive of the BUYER’s Supplies as provided in Article XVIII hereof and shall be subject toupward or downward adjustment, if any, as hereinafter set forth in this Contract. Other than as provided in this Contract, the Contract Price is not subject to any fluctuations on account of changes to the prevailing at thetime rates of wages, cost of equipment or materials or rates of currencies (such as the exchange rate between the US$ and the currency of Japan)etc. Increases or decreases in the Contract Price, if any, due to adjustments thereof made in accordance with the provisions of this Contract shallbe adjusted by way of addition to, or subtraction from, the last instalment of the Contract Price. 2.Currency:Any and all payments by the BUYER to the SELLERS under this Contract shall be made in United States Dollars. 3.Terms of Payment:The Contract Price shall be paid by the BUYER to the SELLERS in installments as follows:(a)1st Installment: The sum of United States Dollars Three Million Seven Hundred Sixty Thousand (US$3,760,000.-) shall be paid upon signing of thisContract.(b)2nd Installment: The sum of United States Dollars Three Million Seven Hundred Sixty Thousand (USD3,760,000.-) shall be paid by 18th August,2024.(c)3rd Installment: The sum of United States Dollars Three Million Seven Hundred Sixty Thousand (US$3,760,000.-) shall be paid by 30th September2025.(d)4th Installment: The sum of United States Dollars Three Million Seven Hundred Sixty Thousand (US$3,760,000.-) shall be paid upon launching of theVESSEL.(e)5th Installment: The sum of United States Dollars Twenty Two million, Five Hundred and Sixty Thousand (US$22,560,000.-), plus any increase orminus any decrease due to adjustments of the Contract Price hereunder, shall be paid upon delivery and acceptance of the VESSEL. 10 4.Method of Payment:(a)1st Installment: Within three (3) Banking Days after signing of this Contract, the BUYER shall remit the amount of this Installment by telegraphictransfer to Mizuho Bank, Ltd., Ehime Pref. Imabari Branch, Japan (hereinafter called the “SELLER 1’s Bank”) for the account of the SELLER 1, Account No. withremarks of “Hull No. S-K192”.(b)2nd Installment: On or before 18th August 2024, the BUYER shall remit the amount of this Installment by telegraphic transfer to the SELLER 1’sBank for the account of the SELLER 1 with remarks “Hull No. S-K192”.(c)3rd Installment: On or before 30th September 2025, the BUYER shall remit the amount of this Installment by telegraphic transfer to the SELLER 1’sBank for the account of the SELLER 1 with remarks “Hull No. S-K192”.(d)4th Installment: Within three (3) Banking Days after receipt of the notice in writing or by facsimile from the SELLERS of launching of the VESSELhaving been made, the BUYER shall remit the amount of this Installment by telegraphic transfer to the SELLER 1’s Bank for the account of theSELLER 1 with remarks “Hull No. S-K192”.The SELLERS shall give a notice of 7 days to the BUYER regarding the expected date of Launching of the VESSEL.(e)5th Installment: At least two (2) Banking Days prior to the anticipated delivery of the VESSEL, the BUYER shall deposit cash under a conditional SWIFT payment in theSELLER 1’s Bank covering 5th Installment as adjusted in accordance with the provisions of this Contract. Such payment shall be payable and releasable to the SELLERSupon presentation to the SELLER 1’s Bank of a copy of “PROTOCOL OF DELIVERY AND ACCEPTANCE” of the VESSEL executed by theBUYER and the SELLERS pursuant to Paragraph 2 of Article VIII hereof and (as required) by a representative of BUYER’s financing bank and copyof “PROTOCOL OF DELIVERY AND ACCEPTANCE” of the VESSEL executed between the BUILDER and the SELLERS.(f)Definition of Banking Days: For the purpose of this Contract “Banking Days” means days excluding Saturday, Sunday and public holidays in Tokyo,Athens, New York, Hamburg and Zurich. 11 5.Payment under Dispute No payment under this Contract shall be delayed or withheld by the BUYER on account of any dispute or disagreement of whatsoever nature arisingbetween the parties hereto. 6.Prepayment: Prepayment of any Installment due on or before delivery of the VESSEL can be made by the BUYER with prior 10 days notices addressed toSELLERS. (End of Article) 12 ARTICLE IV - ADJUSTMENT OF CONTRACT PRICE The Contract Price shall be subject to adjustment, as hereinafter set forth, in the event of the following contingencies (it being understood by bothparties that any reduction of the Contract Price is by way of liquidated damages and not by way of penalty): 1.Delivery(a)No adjustment shall be made and the Contract Price shall remain unchanged for the first thirty (30) days of delay in delivery of the VESSEL beyondthe Delivery Date as defined in Article VIII hereof (ending as of twelve o’clock midnight of the thirtieth (30th) day of delay).(b)If the delivery of the VESSEL is delayed more than thirty (30) days after the Delivery Date, then, in such event, beginning at twelve o’clock midnightof the thirtieth (30th) day after the Delivery Date, the Contract Price shall be reduced by deducting the sum of US$5,076- for each day of delaythereafter.However, the total reduction in the Contract Price shall not be more than as would be the case for a delay of one hundred and twenty (120) days,counting from midnight of the thirtieth (30th) day after the Delivery Date at the above specified rate of reduction. That is, at a total reduction ofUS$609,120-.(c)But, if the delay in delivery of the VESSEL should continue for period of one hundred and fifty (150) days after the Delivery Date, then in such event,and after such period has expired, the BUYER may, at its option terminate, cancel or rescind this Contract in accordance with the provisions of ArticleXI hereof. The SELLERS may, at any time after the expiration of one hundred and fifty (150) days of delay in delivery from the Delivery Date, if theBUYER has not served notice as provided in Article XI hereof, demand in writing that the BUYER shall make an election, in which case the BUYERshall, within twenty (20) days after such demand is received by the BUYER, notify the SELLERS of its intention either to terminate, cancel or rescindthis Contract or to consent to take delivery of the VESSEL at an agreed future date; it being understood by the parties hereto that, if the VESSEL isnot delivered by such future date, the BUYER shall have the same right of termination, cancelation and/or rescission upon the same terms andconditions as hereinabove provided.(d)For the purpose of this Article, the delivery of the VESSEL shall be deemed to be delayed when and if the VESSEL, after taking into full account allpostponements of the Delivery Date by reason of permissible delays as defined in Article IX and/or any other reasons under this Contract, is notdelivered by the date upon which delivery is required under the terms of this Contract. 13 2.Speed:(a)The Contract Price shall not be affected or changed by reason of the actual speed, as determined by the trial run, being not more than three-tenths (3/10)of one (1) knot below the guaranteed speed of the VESSEL.(b)However, exceeding such deficiency of three-tenths (3/10) of one (1) knot in actual speed below the Guaranteed Trial Speed of the VESSEL, theContract Price shall be reduced as follows:More than three-tenths (3/10) and not more than four-tenths (4/10) of a knot a total sum of US$50,760.-More than four-tenths (4/10) and not more than five-tenths (5/10) of a knot a total sum of US$101,520.-More than five-tenths (5/10) and not more than six-tenths (6/10) of a knot a total sum of US$152,280.-More than six-tenths (6/10) and not more than seven-tenths (7/10) of a knot a total sum of US$203,040.-More than seven-tenths (7/10) and not more than eight-tenths (8/10) of a knot a total sum of US$253,800.-More than eight-tenths (8/10) and not more than nine-tenths (9/10) of a knot a total sum of US$304,560.-More than nine-tenths (9/10) and not more than one (1) knot a total sum of US$355,320.-(c)If the deficiency in actual speed of the VESSEL upon trial run is more than one (1) full knot below the Guaranteed Trial Speed of the VESSEL, thenthe BUYER may, at its option, reject the VESSEL and terminate, cancel or rescind this Contract in accordance with the provisions of Article XI hereof,or may accept the VESSEL at a reduction in the Contract Price as above provided for one (1) full knot only, that is, at a total reduction ofUS$355,320. 14 3.Fuel Oil Consumption:(a)The Contract Price shall not be affected or changed by reason of the fuel oil consumption of the VESSEL, as determined by shop trial as per theSpecifications, being more than the Guaranteed Fuel Oil Consumption of the VESSEL, if such excess is not more than five percent (5%) over theGuaranteed Fuel Oil Consumption.(b)However, exceeding an excess of five percent (5%) in the actual fuel consumption over the Guaranteed Fuel Oil Consumption of the VESSEL, theContract Price shall be reduced by the sum of US$37,600.- for each full one percent (1%) increase in fuel consumption above said five percent (5%)(fractions of one percent (1%) to be disregarded), up to a maximum of ten percent (10%) over the Guaranteed Fuel Oil Consumption of the VESSEL.(c)If such actual fuel consumption exceeds ten percent (10%) of the Guaranteed Fuel Oil Consumption of the VESSEL, the BUYER may, at its option,reject the VESSEL and rescind this Contract in accordance with the provisions of Article XI hereof, or may accept the VESSEL at a reduction in theContract Price as above specified for ten percent (10%) only, that is, at a total reduction of US$188,000.-. 4.Deadweight:(a)The Contract Price shall not be affected or changed by reason of the actual deadweight of the VESSEL as determined in accordance with theSpecifications, being less than the Guaranteed Deadweight of the VESSEL, if such deficiency is not more than 635 metric tons below the GuaranteedDeadweight of the VESSEL.(b)In the event of such deficiency is more than 635 metric tons below the Guarantee Deadweight of the VESSEL, the Contract Price shall be reduced bythe sum of US$592 for each metric ton of such deficiency.(c)In the event of such deficiency in the actual deadweight of the VESSEL being 1,905 metric tons or more, then, the BUYER may, at its option, rejectthe VESSEL and rescind this Contract in accordance with the provisions of Article XI hereof or accept the VESSEL at a reduction in the ContractPrice as above provided for 1,905 metric tons only, that is, at a total reduction of US$751,840. 15 5.Effect of Rescission:It is expressly understood and agreed by the parties hereto that in any case, if the BUYER rescinds this Contract under this Article, the BUYER shall notbe entitled to any liquidated damages. 6.Cumulative EffectThe liquidated damages specified in each separate paragraph within this Article are independent of each other and payment of one shallnot be exclusive of the payment of another. 7.Duty to MitigateNotwithstanding the provisions of this Article, the SELLERS shall use best endeavours to investigate and if possible rectify the cause of an insufficiency in speed, dead-weightor cargo cubic capacity or an excess in fuel consumption prior to delivery of the VESSEL to the BUYER. It is hereby understood and agreed by the SELLERS that the SELLERSwill seek to deliver the VESSEL by adjusting the Contract Price, if necessary, in accordance with the provisions of this Article, only if after using its best endeavours such insufficiencyor excess cannot be corrected. (End of Article) 16 ARTICLE V - APPROVAL OF PLANS AND DRAWINGSAND INSPECTION DURING CONSTRUCTION The inspection, supervision and approval of plans and drawings during the construction of the VESSEL and her hull, machinery, engines, fittings andaccessories shall be carried out by a Japanese company providing newbuilding supervising services (hereinafter called the “Supervising Company”) which shallbe selected, nominated by the SELLERS and appointed by at the SELLERS’s at their cost and expense. Any decision regarding the approval of plans, drawings and supervising during construction shall be made by the Supervising Company at its solediscretion in full accordance with the Specifications and such decision shall not require any prior consultation with the BUYER or approval of the BUYER. However the SELLERS undertakes and assures the BUYER that the Supervisor shall carry out his inspections in accordance with the agreed inspectionprocedure and schedule and usual Japanese shipbuilding practice. 1.Approval of Plans and Drawings:The SELLERS shall cause the BUILDER to submit in time to the Supervising Company the plans and drawings to be submitted thereto for its approval. 2.Appointment of Supervising Company’s Supervisor :The Supervising Company may send to and maintain at the Shipyard supervisor(s) (herein called the “Supervisor”) to act in connection with approvalof the plans and drawings, attendance to the tests and inspections relating to the VESSEL, its machinery, equipment and out fitting. 3.Inspection by Supervisor :The necessary inspections of the VESSEL, its hull, machinery, equipment and out fittings shall be carried out by the Classification Society, otherregulatory bodies and/or an inspection team of the BUILDER throughout the entire period of construction, in order to ensure that the construction of theVESSEL is duly performed in accordance with this Contract and the Specifications. The Supervisor shall have, during construction of the VESSEL, the rightand duty to attend such tests and inspections of the VESSEL, its machinery and equipment. In the event that the Supervisor discovers any construction or material or workmanship which is not deemed to conform to the requirements of thisContract and/or the Specifications, the Supervisor shall promptly give the SELLERS a notice in writing as to such non-conformity. Upon receipt of such noticefrom the Supervisor, the SELLERS shall cause the BUILDER to correct, at the BUILDER’s cost, such non-conformity, if the SELLERS agrees to his viewacting reasonably but in case of disagreement the matter will be referred to the Classification Society. Performance Standard for Protective Coatings (PSPC) for ballast tanks required by IMO shall be applied to the VESSEL. Inspections thereto shall becarried out by the qualified inspector(s) of the BUILDER and/or the qualified inspector(s) appointed by BUILDER, whose determination shall be deemed finalso far as the application of the PSPC to the VESSEL is concerned if approved by the Classification Society. For the avoidance of doubt, the SELLERS shall be solely responsible for all aspects of construction, workmanship and completion of the Vessel in accordance with this Contractand the Specifications. All plans and drawings shall be in English. 17 4.BUYER’s Representative:The BUYER may appoint their one (1) “Observer” who can visit the Shipyard maximum consecutive two (2) days for three (3) times in total duringconstruction of the Vessel for observation purpose only. The BUYER shall inform at least seven (7) days prior to the SELLERS that the BUYER send theObserver to the Shipyard. (End of Article) 18 ARTICLE VI - MODIFICATIONS 1.Modifications of Specifications:The Specifications may be modified and/or changed by written agreement of the parties hereto, provided that such modifications and/or changes or anaccumulation thereof will not, in the SELLERS’ judgment, adversely affect the BUILDER’s planning or program in relation to the BUILDER’s othercommitments, and provided, further, that the BUYER shall first agree, before such modifications and/or changes are carried out, to alterations in the ContractPrice, the Delivery Date and other terms and conditions of this Contract and the Specifications occasioned by or resulting from such modifications and/orchanges.Such agreement may be effected by exchange of letters signed by the authorized representatives of the parties hereto or by facsimile or e-mailconfirmed by such letters manifesting agreements of the parties hereto which shall constitute amendments to this Contract and/or the Specifications. 2.Change in Class, etc.:In the event that, after the date of this Contract, any requirements as to class, or as to rules and regulations to which the construction of the VESSEL isrequired to conform are altered or changed by the Classification Society or the other regulatory bodies authorized to make such alterations or changes, thefollowing provisions shall apply:(a)If such alterations or changes are compulsory for the VESSEL, either of the parties hereto, upon receipt of such information from the ClassificationSociety or such other regulatory bodies, shall promptly transmit the same to the other in writing, and the SELLERS shall thereupon incorporate suchalterations or changes into the construction of the VESSEL, provided that the BUYER shall first agree, to adjustments required by the SELLERS inthe Contract Price, the Delivery Date and other terms and conditions of this Contract and the Specifications occasioned by or resulting from suchalterations or changes.(b)If such alterations or changes are not compulsory for the VESSEL, but the BUYER desires to incorporate such alterations or changes into theconstruction of the VESSEL, then, the BUYER shall notify the SELLERS of such intention. The SELLERS may accept such alterations or changes,provided that such alterations or changes will not, in the judgment of the BUILDER and/or the SELLERS, adversely affect the BUILDER’s planningor program in relation to the BUILDER’s other commitments, and provided, further, that the BUYER shall first agree to adjustments required by theSELLERS in the Contract Price, the Delivery Date and other terms and conditions of this Contract and the Specifications occasioned by or resultingfrom such alterations or changes.(c)In case the BUYER demands for change of or alterations to the plans or drawings which have already been approved by the Supervising Company,provided such alterations or changes are not compulsory for the VESSEL, the SELLERS shall have the right to reject such demand if work hasalready been arranged to start in accordance with the approved plans and drawings. Any alteration to the plans and drawings which have already beenapproved by the Supervising Company shall be regarded as modifications as specified in this Article and shall include adjustments of Contract Price,the Delivery Date and other terms and conditions of this contract and the Specifications. Agreements as to such alterations or changes under this Paragraph shall be made in the same manner as provided in Paragraph 1 of this Article formodifications or changes to the Specifications. 19 3.Substitution of Materials:In the event that any of the materials required by the Specifications or otherwise under this Contract for the construction of the VESSEL cannot beprocured in time or are in short supply to maintain the Delivery Date of the VESSEL, the SELLERS may allow the BUILDER, provided that the BUYER shallso agree in writing, to supply other materials capable of meeting the requirements of the Classification Society and of the rules, regulations and requirementswith which the construction of the VESSEL must comply. Any agreement as to such substitution of materials shall be effected in the manner provided inparagraph 1 of this article, and shall, likewise, include alterations in the Contract Price and other terms and conditions of this Contract occasioned by orresulting from such substitution if any.(End of Article) 20 ARTICLE VII - TRIAL 1.Notice:The BUYER shall receive from the SELLERS at least approximately 30 days prior notice in writing or by facsimile or by email confirmed in writing ofthe time and place of the trial run of the VESSEL, and the BUYER shall promptly acknowledge receipt of such notice. The BUYER may send one Capt., oneC/E., one C/O, one 1/E and one Representative (herein collectively called the “Observers”) on board the VESSEL to witness such trial run for familiarizationpurpose only at the BUYER’s risk and expenses. Failure in attendance of the Observers of the BUYER at the trial run of the VESSEL for any reasonwhatsoever after due notice to the BUYER as above provided shall be deemed to be a waiver by the BUYER of its right to have the Observers on board theVESSEL at the trial run, and the SELLERS may cause the BUILDER to conduct the trial run without the Observers of the BUYER being present but with theattendance of the Supervisor and the representative of the Classification Society, and in such case the BUYER shall be obligated to accept the VESSEL on thebasis of a certificate of the SELLERS that the VESSEL, upon trial run, is found to conform to this Contract and the Specifications. 2.Weather Condition:The trial run shall be carried out under the weather condition which is deemed favorable enough by the judgment of the BUILDER and/or theSELLERS. In the event of unfavorable weather on the date specified for the trial run, the same shall take place on the first available day thereafter that theweather condition permits. It is agreed that, if during the trial run of the VESSEL, the weather should suddenly become so unfavorable that orderly conduct ofthe trial run can no longer be continued, the trial run shall be discontinued and postponed until the first favorable day next following, unless the BUYER shallassent in writing to acceptance of the VESSEL on the trial run already made before such discontinuance has occurred. Any delay of trial run caused by suchunfavorable weather condition shall operate to postpone the Delivery Date by the period of delay involved and such delay shall be deemed as a permissibledelay in the delivery of the VESSEL． 21 3.How conducted:(a)All expenses in connection with the trial run are to be for the account of the SELLERS and the SELLERS shall cause the BUILDER to provide atthe BUILDER’s expense the necessary crew to comply with conditions of safe navigation. The trial run shall be conducted in the mannerprescribed in the Specifications, and shall prove fulfillment of the performance requirements for the trial run as set forth in the Specifications. Thecourse of trial run shall be determined by the BUILDER.(b)Notwithstanding the foregoing, lubricating oils and greases necessary for the trial run of the VESSEL shall be supplied by the BUYER at theShipyard on the date designated by the BUILDER with a prior 10 days written notice of the SELLERS to the BUYER, and the SELLERS shall paythe BUYER upon delivery of the VESSEL the cost of the quantities of lubricating oils and greases consumed during the trial run at the originalpurchase price. In measuring the consumed quantity, lubricating oils and greases remaining in the main engine, other machinery and their pipes,stern tube and the like, shall be excluded. The quantity of lubricating oils and greases supplied by the BUYER shall be in accordance with theinstruction of the BUILDER and the SELLERS. 4.Method of Acceptance or Rejection:(a)Upon completion of the trial run, the SELLERS shall give the BUYER a notice by facsimile or e-mail confirmed in writing of completion of the trialrun, as and if the SELLERS considers that the results of the trial run indicate conformity of the VESSEL to this Contract and the Specifications. TheBUYER shall, within two (2) days after receipt of such notice from the SELLERS, notify the SELLERS by facsimile confirmed in writing of itsacceptance or rejection of the VESSEL.(b)However, should the results of the trial run indicate that the VESSEL, or any part or equipment thereof, does not conform to the requirements of thisContract and/or the Specifications, or if the SELLERS is in agreement to non-conformity as specified in the BUYER’s notice of rejection, then, theSELLERS shall cause the BUILDER to take necessary steps, to correct such non-conformity. Upon completion of correction of such non-conformity,the SELLERS shall give the BUYER a notice thereof by facsimile confirmed in writing. The BUYER shall, within two (2) days after receipt of suchnotice from the SELLERS, notify the SELLERS of its acceptance or rejection of the VESSEL.(c)In any event that the BUYER rejects the VESSEL, the BUYER shall indicate in its notice of rejection in what respect the VESSEL, or any part orequipment thereof dose not conform to this Contract and/or the Specifications.(d)In the event that the BUYER fails to notify the SELLERS by facsimile or email confirmed in writing of the acceptance of or the rejection togetherwith the reason therefor of the VESSEL within the period as provided in the above sub-paragraph (a) or (b), the BUYER shall be deemed to haveaccepted the VESSEL.(e)The SELLERS may dispute the rejection of the VESSEL by the BUYER under this paragraph, in which case the matter shall first be referred tojudgement of the Classification Society, but if the Classification Society fails to make a judgement or cannot do so, the matter shall be submitted forfinal decision by arbitration in accordance with Article XIV hereof. The BUYERS shall be notified of the Classification Society’s judgment and will have two (2)working days to either accept or reject, advising Sellers on reasons of rejection."(f)The BUYER shall not be entitled to reject the VESSEL by reason of any minor or insubstantial items, which may not affect the VESSEL’s operation,its crew and safety, judged from the point of view of the commonly and generally acknowledged Japanese standard shipbuilding and shippingpractice, as not being in conformity with the Specifications, but, in which case, the SELLERS shall not be released from the obligation to correctand/or remedy for its own account such minor or insubstantial items as soon as practicable after the delivery of the VESSEL. 22 5.Effect of Acceptance:Acceptance of the VESSEL as above provided shall be final and binding so far as conformity of the VESSEL to this Contract and the Specifications isconcerned and shall preclude the BUYER from refusing formal delivery of the VESSEL as hereinafter provided, if the SELLERS complies with all otherprocedural requirements for delivery as provided in Article VIII hereof. 23 6.Disposition of surplus Consumable stores:Should any fuel oil, fresh water or other consumable stores furnished by the BUILDER for the trial run remain on board the VESSEL at the time ofacceptance thereof by the BUYER, the BUYER agrees to buy the same from the SELLERS at the original purchase price thereof, and payment by the BUYERshall be effected upon delivery of the VESSEL. 7.Familiarization:(a)Prior to the delivery but after the sea trials, the BUYER may send their crew to the Shipyard in preparation for the delivery with the SELLERS’ and/orBUILDER’s consent. The above mentioned Observers and crew of the BUYER shall not interfere with or obstruct in any way the BUILDER'ssupervision during the construction of the VESSEL and/or the building schedule of the BUILDER, but shall be given free and ready access to theVESSEL, its hull, machinery, equipment, coatings and out-fittings in the Shipyard only and in such way not to obstruct smooth construction of theVESSEL.(b)The Observers and the crew shall at all times be deemed to be the employees of the BUYER and not of the BUILDER and the SELLERS. TheBUILDER and the SELLERS shall be under no liability whatsoever to the BUYER, the Observers and the crew for personal injuries, including death,suffered during the time when he or they are on the VESSEL, or within the premises of the Shipyard, or are otherwise engaged in and about theconstruction of the VESSEL, unless, however, such personal injuries, including death, were caused by a gross negligence of the BUILDER and/or theSELLERS, or of any of its employees or agents or subcontractors. Nor shall the BUILDER or the SELLERS be under any liability whatsoever to theBUYER, the Observers and the crew for damage to, or loss or destruction of property in Japan of the BUYER or of the Observers and the crew, unlesssuch damage, loss or destruction were caused by a gross negligence of the BUILDER and/or the SELLERS, or of any of its employees or agents orsubcontractors.(End of Article) 24 ARTICLE VIII – DELIVERY 1.Time and Place:The VESSEL shall be delivered by the SELLERS to the BUYER at the Shipyard or at an affiliated Japanese shipyard of the BUILDER or at themutually agreed place not earlier than 1st July 2026 and not later than 30th September 2026, except that, in the event of delays in the construction of theVESSEL or any performance required under this Contract due to causes which under the terms of this Contract permit postponement of the date for delivery,the aforementioned date for delivery of the VESSEL shall be postponed accordingly. The aforementioned date, or such later date to which the requirement ofdelivery is postponed pursuant to such terms, is herein called the“Delivery Date”. 2.When and How Effected:Provided that each of the SELLERS and the BUYER shall have fulfilled all of its obligations stipulated under this Contract, delivery of the VESSELshall be effected forthwith by the concurrent delivery by each of the parties hereto to the other of the PROTOCOL OF DELIVERY AND ACCEPTANCE,acknowledging delivery of the VESSEL by the SELLERS and acceptance thereof by the BUYER. 3.Documents to be delivered to BUYER:Upon delivery and acceptance of the VESSEL, the SELLERS shall deliver to the BUYER the following documents (all in English language), which shallaccompany the PROTOCOL OF DELIVERY AND ACCEPTANCE:(a)PROTOCOL OF TRIALS of the VESSEL made pursuant to the Specifications.(b)PROTOCOL OF INVENTORY of the equipment of the VESSEL, including spare parts and the like, all as specified in the Specifications.(c)PROTOCOL OF STORES OF CONSUMABLE NATURE referred to under paragraph 3 (b) and paragraph 6 of Article VII hereof, including theoriginal purchase prices thereof.(d)ALL CERTIFICATES required to be furnished upon delivery of the VESSEL pursuant to this Contract and the Specifications. It is agreed that if,through no fault on the part of the SELLERS, the classification certificate and/or other certificates are not available at the time of delivery of theVESSEL and only if the absence thereof does not impede the trading of the VESSEL, provisional certificate shall be accepted by the BUYER,provided that the SELLERS shall furnish the BUYER with the formal certificates as promptly as possible after such formal certificates have beenissued and in any event before the expiry of such provisional certificates. All the certificates shall be delivered in one (1) original to the VESSEL and two (2) copies to the BUYER; (e)DECLARATON OF WARRANTY of the SELLERS that the VESSEL is delivered to the BUYER free and clear of any claims, liens, charges,mortgages, or other encumbrances upon the BUYER’s title thereto, and in particular, that the VESSEL is absolutely free of all burdens in the nature ofimposts, taxes or charges imposed by the Japanese governmental authorities, as well as of all liabilities of the SELLERS to its subcontractors,employees and crew, and of all liabilities arising from the operation of the VESSEL in trial runs, or otherwise, prior to delivery.(f)DRAWINGS AND PLANS pertaining to the VESSEL as stipulated in the Specifications.(g)COMMERCIAL INVOICE(h)BILL OF SALE duly notarized(i)BUILDER’S CERTIFICATE issued by the Shipyard duly notarized. any other reasonable documents required by flag authority and financing bank for the registration of the VESSEL, if practicably possible. 25 4.Tender of VESSEL:If the BUYER fails to take delivery of the VESSEL after completion thereof according to this Contract and the Specifications without any justifiablereason, the SELLERS shall have the right to tender delivery of the VESSEL after compliance with all procedural requirements as above provided. 5.Title and Risk:Title to and risk of loss of the VESSEL shall pass to the BUYER only upon delivery and acceptance thereof having been completed as stated above; itbeing expressly understood that, until such delivery is effected, title to and risk of loss of the VESSEL and her equipment shall be in the SELLERS, exceptingrisk of war, earthquakes and tidal waves. 26 6.Removal of VESSEL:The BUYER shall take possession of the VESSEL immediately upon delivery and acceptance thereof and shall remove the VESSEL from the premisesof the Shipyard within three (3) days after delivery and acceptance thereof is effected. If the BUYER shall not remove the VESSEL from the premises of theShipyard within the aforesaid three (3) days, then, in such event the BUYER shall pay to the SELLERS the reasonable mooring charges of the VESSEL. Butthe BUYER shall be obliged to remove the VESSEL from the Shipyard within ten (10) days after the delivery and acceptance thereof.(End of Article) 27 ARTICLE IX - DELAYS AND EXTENSION OFTIME FOR DELIVERY (FORCE MAJEURE) 1.Causes of Delay:If, at any time before the actual delivery, either the construction of the VESSEL or any performance required as a prerequisite of delivery of theVESSEL is delayed due to: Acts of God; acts of princes or rulers; requirements of government authorities; war or other hostilities or preparation therefore;blockade; revolution, insurrections, mobilization, civil war, civil commotion or riots; vandalism; sabotages, strikes, lockouts or other labor disturbances; laborshortage; plague or other epidemics; quarantines; flood, typhoons, hurricanes, storms or other weather conditions not included in normal planning;earthquakes; tidal waves; fires, explosions, collisions or stranding; embargoes; delays or failure in transportation; shortage of materials, machinery orequipment; import restrictions; inability to obtain delivery or delays in delivery of materials subject that same have been ordered in time subject that samehave been ordered in time, machinery or equipment, provided that at the time of ordering the same could reasonably be expected by the SELLERS and/or theBUILDER to be delivered in time; prolonged failure, shortage or restriction of electric current, oil or gas; defects in materials, machinery or equipment whichcould not have been detected by the SELLERS using reasonable care; casting or forging rejects or the like not due to negligence; delays caused by theClassification Society or other bodies whose documents are required; destruction of or damage to the Shipyard or works of the BUILDER, its subcontractorsor suppliers, or of or to the VESSEL or any part thereof, by any cause herein described; delays in the SELLERS’ and/or the BUILDER’s other commitmentsresulting from any causes herein described which in turn delay the construction of the VESSEL or the BUILDER’s performance under Shipbuilding Contractand the SELLERS’ performance under this Contract; other causes or accidents beyond control of the BUILDER and/or the SELLERS, its subcontractors orsuppliers of the nature whether or not indicated by the forgoing words; all the forgoing irrespective of whether or not these events could be foreseen at the daysof signing this Contract; then and in any such case, the Delivery Date shall be postponed for a period of time which shall not exceed total accumulated time ofall such delays. 2.Notice of Delay:Within ten (10) days after the date of occurrence of any cause of delay, on account of which the SELLERS claims that it is entitled under this Contractto a postponement of the Delivery Date, the SELLERS shall notify the BUYER in writing or by facsimile or by email confirmed in writing of the date suchcause of delay occurred. Likewise, within ten (10) days after the date of ending of such cause of delay, the SELLERS shall notify the BUYER in writing or byfacsimile confirmed in writing of the date such cause of delay ended. The SELLERS shall also notify the BUYER of the period, by which the Delivery Date ispostponed by reason of such cause of delay, with all reasonable dispatch after it has been determined. Failure of the BUYER to object to the SELLERS’ claimfor postponement of the Delivery Date within ten (10) days after receipt by the BUYER of such notice of claim shall be deemed to be a waiver by the BUYERof its right to object such postponement of the Delivery Date. 28 3.Definition of Permissible Delay:Delays on account of such causes as specified in Paragraph 1 of this Article and any other delays of a nature which under the terms of this Contractpermits postponement of the Delivery Date shall be understood to be permissible delays and are to be distinguished from unauthorized delays on accountwhich the Contract Price is subject to adjustment as provided for in Article IV hereof. 4.Right to Rescind for Excessive Delay:If the total accumulated time of all delays on account of the causes specified in Paragraph 1 of this Article, excluding delays of a nature which underthe terms of this Contract permit postponement of the Delivery Date, amounts to One Hundred and fifty (150) days or more, then, in such event, the BUYERmay terminate, cancel or rescind this Contract in accordance with the provisions of Article XI hereof. The SELLERS may, at any time after the accumulatedtime of the aforementioned delays justifying termination, cancelation or rescission by the BUYER, demand in writing that the BUYER shall make an election, inwhich case the BUYER shall, within twenty (20) days after such demand is received by the BUYER, either notify the SELLERS of its intention to terminate,cancel or rescind this Contract, or consent to a postponement of the Delivery Date to a specific future date; it being understood and agreed by the parties heretothat, if any further delay occurs on account of causes justifying rescission as specified in this Article, the BUYER shall have the same right of termination,cancelation or rescission upon the same terms as hereinabove provided.(End of Article) 29 ARTICLE X - WARRANTY OF QUALITY 1.Guarantee:Subject to the provisions hereinafter set forth, the SELLERS and as a condition for the BUYER taking delivery of the VESSEL hereby guarantee andshall cause the BUILDER to remedy, free of charge to the BUYER, any defects in the VESSEL which are due to defective material and/or poor workmanshipdefective and/or poor construction, whether or not such defects and/or physical damage affect the seaworthiness or the class of the Vessel on thepart of the BUILDER and/or its subcontractors, provided that the defects are discovered within a period of twelve (12) months after the date of delivery of theVESSEL and a notice thereof is duly given to the SELLERS as hereinafter provided. For the purpose of this Article, the VESSEL shall include her hull, machinery, equipment and gear, but excludes any parts for the VESSEL which havebeen supplied by or on behalf of the BUYER. It is expressly agreed and warranted by the SELLERS that it will procure that the supplier of paints will issue in favour of the BUYER a warranty of painting quality for underwaterpaint, when the VESSEL entering into the first dock. 2.Notice of Defects:The BUYER shall notify the SELLERS in writing, or by facsimile confirmed in writing, of any defects for which claim is made under this guarantee aspromptly as possible after discovery thereof. The BUYER’s written notice shall describe the nature and extent of the defects. The SELLERS shall have noobligation for any defects discovered prior to the expiry date of the said twelve (12) months period, unless notice of such defects is received by the SELLERSnot later than twenty (20) Banking days after such expiry date. 3.Remedy of Defects:(a)The SELLERS hereby undertake and warrant that they shall cause the BUILDER to remedy, at the BUILDER’s expense, any defects, against whichthe VESSEL is guaranteed under this Article, by making all necessary repairs or replacements at the Shipyard.(b)However, if it is impractical to bring the VESSEL to the Shipyard, the BUYER may cause the necessary repairs or replacements to be made elsewherewhich is deemed suitable for the purpose, provided that, in such event, the SELLERS may allow the BUILDER to forward or supply replacementparts or materials to the VESSEL, unless forwarding or supplying thereof to the VESSEL would impair or delay the operation or working schedule ofthe VESSEL. In the event that the BUYER proposes to cause the necessary repairs or replacements to be made to the VESSEL at any other shipyard,the BUYER shall first, but in all events as soon as possible, give the SELLERS notice in writing or by facsimile confirmed in writing of the time andplace such repairs will be made, and if the VESSEL is not thereby delayed, or her operation or working schedule is not thereby impaired, theSELLERS shall have the right to verify by its own representative(s) the nature and extents of the defects complained of. The SELLERS shall, in suchcase, promptly advise the BUYER by facsimile or email, after such examination has been completed, of its acceptance or rejection of the defects asones that are covered by the guarantee herein provided. Upon the SELLERS’ acceptance of the defects as justifying remedy under this Article, orupon award of the arbitration so determining, the SELLERS shall immediately cause the BUILDER to pay to the BUYER for such repairs orreplacements a sum equal to the reasonable cost of making the same repairs or replacements in the Shipyard.(c)In any case, the VESSEL shall be taken at the BUYER’s cost and responsibility to the place elected, ready in all respects for such repairs orreplacements.(d)Any dispute under this Article shall be referred arbitration in accordance with the provisions of Article X IV hereof. 30 4.Extent of SELLERS’ Responsibility:(a)The SELLERS shall have no responsibility or liability for any other defects whatsoever in the VESSEL than the defects specified in Paragraph 1 ofthis Article. Nor the SELLERS shall in any circumstances be responsible or liable for any consequential or special losses, damages or expensesincluding, but not limited to, loss of time, loss of profit or earning or demurrage directly or indirectly occasioned to the BUYER by reason of thedefects specified in Paragraph 1 of this Article or due to repairs or other works done to the VESSEL to remedy such defects.(b)The SELLERS shall not be responsible for any defects in any part of the VESSEL which may subsequent to delivery of the VESSEL have beenreplaced or in any way repaired by any other contractor, or for any defects which have been caused or aggravated by omission or improper use andmaintenance of the VESSEL on the part of the BUYER, its servants or agents or by ordinary wear and tear or by any other circumstancewhatsoever beyond the control of the SELLERS.(c)The guarantee contained as hereinabove in this Article replaces and excludes any other liability, guarantee, warranty and/or condition imposed orimplied by the law, customary, statutory or otherwise, by reason of the construction and sale of the VESSEL by the SELLERS for and to theBUYER.(d)The BUYER shall be entitled on or after delivery and acceptance of the Vessel to assign its rights under this Article to any purchaser or bareboatcharterer or financier of the VESSEL with the prior written consent of the SELLERS or the BUILDER and such a consent shall not be unreasonablywithheld. Notice of any such assignment shall be given by the BUYER to the SELLERS for passing on to the BUILDER. (End of Article) 31 ARTICLE XI - RESCISSION BY BUYER 1.Notice:The payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advances to the SELLERS. In the event that theBUYER shall exercise its right of termination, cancelation or rescission of this Contract under and pursuant to any of the provisions of this Contractspecifically permitting the BUYER to do so, then the BUYER shall notify the SELLERS in writing or by facsimile or by email confirmed in writing, and suchtermination, cancelation or rescission shall be effective as of the date notice thereof is received by the SELLERS. 2.Refund by SELLERS:Thereupon the SELLERS shall promptly refund to the BUYER the full amount of all sums paid by the BUYER to the SELLERS on account of theVESSEL, unless the SELLERS proceeds to the arbitration under the provisions of Article XIV hereof. In such event, the SELLERS shall pay the BUYER interest at the rate of six percent ( 6 %) per annum on the amount required herein to be refunded tothe BUYER, computed from the respective dates on which such sums were paid by the BUYER to the SELLERS to the date of remittance by transfer of suchrefund to the BUYER by the SELLERS, provided, however, that if the said termination, cancelation or rescission by the BUYER is made under the provisionsof Paragraph 4 of Article IX hereof, then in such event the SELLERS shall not be required to pay any interest. 3.Discharge of Obligations:Upon such refund by the SELLERS to the BUYER, all obligations, duties and liabilities of each of the parties hereto to the other under this Contractshall be forthwith completely discharged. (End of Article) 32 ARTICLE XII - BUYER’S DEFAULT 1.Definition of Default:The BUYER shall be deemed to be in default of performance of its obligations under this Contract in the following cases:(a)If the BUYER fails to pay any of the First and Fourth Installment to the SELLERS within three (3) Banking Days after such Installment becomes dueand payable under the provisions of Article III hereof; or(b)If the Buyer fails to pay the Second and Third Installment to the SELLERS within two (2) Banking Days after such Installment becomes due andpayable under the provisions of Article III hereof; or(c)If the BUYER fails to pay the Fifth Installment, at least three (3) Banking Days of prior to the scheduled Delivery Date of the Vessel, make cashdeposit with the SELLER 1’s Bank for the account of SELLER 1 with remarks of “HULL No. S-K192”; or(d)If the BUYER fails to take delivery of the VESSEL, when the VESSEL is duly tendered for delivery by the SELLERS under the provisions of ArticleVIII hereof. 2.Interest and Charge:If the BUYER is in default to payment as to any Installment as provided in Paragraph 1 (a) (b) and (c) of this Article, the BUYER shall pay interest onsuch Installment at the rate of six percent ( 6 %) per annum from the due date thereof to the date of payment to the SELLERS of the full amount includinginterest; in case the BUYER shall fail take delivery of the VESSEL as provided in Paragraph 1 (d) of this Article, the BUYER shall be deemed in default ofpayment of the Fifth Installment and shall pay interest thereon at same rate as aforesaid from and including the day on which the VESSEL is tendered fordelivery by the SELLERS. In any event default by the BUYER, the BUYER shall also pay all charges and expenses incurred by the SELLERS in consequenceof such default. 3.Effect of Default:(a)If any default by the BUYER occurs as provided hereinbefore, the Delivery Date shall be automatically postponed for a period of continuance of suchdefault by the BUYER.(b)If any default by the BUYER continues for a period of fifteen (15) days, the SELLERS may, at its option, rescind this Contract by giving notice ofsuch effect to the BUYER by facsimile or by email confirmed in writing. Upon receipt by the BUYER of such notice of rescission, this Contract shallforthwith become null and void and any of the BUYER’s Supplies become the sole property of the SELLERS. In the event of such rescission of thisContract, the SELLERS shall be entitled to retain any Installment or Installments theretofore paid by the BUYER to the SELLERS on account of thisContract. 33 4.Sale of VESSEL:(a)In the event of rescission of this Contract as above provided, the SELLERS shall have full right and power either to cause the BUILDER to completeor not to complete the VESSEL as it deems fit, and to sell the VESSEL at a public or private sale on such terms and conditions as the SELLERSthinks fit without being answerable for any loss or damage.(b)In the event of the sale of the VESSEL in its completed state, the proceeds of the sale received by the SELLERS shall be applied firstly to payment ofall expenses attending such sale and otherwise incurred by the SELLERS as a result of the BUYER’s default, and then to payment of all unpaidInstallments of the Contract Price and interest on such Installment at the rate of six percent (6%) per annum from the respective due dates thereof tothe date of application.(c)In the event of sale of the VESSEL in its uncompleted state, the proceeds of sale received by the SELLERS shall be applied firstly to all expensesattending such sale and otherwise incurred by the SELLERS as a result of the BUYER’s default, and then to payment of all costs of construction ofthe VESSEL less the Installments so retained by the SELLERS and compensation to the SELLERS for a reasonable loss of profit due to the rescissionof this Contract.(d)In either of the above events of sale, if the proceeds of sale exceeds the total of amounts to which such proceeds are to be applied as aforesaid, theSELLERS shall promptly pay the excess to the BUYER without interest, provided, however, that the amount of such payment to the BUYER shall inno event exceed the total amount of Installments already paid by the BUYER and the cost of the BUYER’s Supplies, if any.(e)If the proceeds of sale are insufficient to pay such total amounts payable as aforesaid, the BUYER shall promptly pay the deficiency to the SELLERSupon request. (End of Article) 34 ARTICLE XIII – INSURANCE 1.Extent of Insurance Coverage:Until the VESSEL is completed, delivered to and accepted by the BUYER, the SELLERS shall cause the BUILDER, at the BUILDER’s cost andexpense, keep the VESSEL and all machinery, materials, equipment, appurtenances and outfit, delivered to the Shipyard for the VESSEL or built into, orinstalled in or upon the VESSEL, except for the BUYER’s Supplies, fully insured with Japanese insurance companies under coverage corresponding to theJapanese Builder’s Risks Insurance Clause. The amount of such insurance coverage shall, up to the date of delivery of the VESSEL, be in an amount at least equal to, but not limited to, theaggregate of the payment made by the BUYER to the SELLERS. The policy referred to hereinabove shall be taken out in the name of the BUILDER and all losses under such policy shall be payable to the BUILDER. If the BUYER so requests, the SELLERS shall cause the BUILDER at the BUYER’s cost to procure insurance on the VESSEL and all parts, materials,machinery and equipment intended therefore against risks of earthquake, strikes, war peril or other risks not heretofore provided and shall make allarrangement to that end. The cost of such insurance shall be reimbursed to the BUILDER through the SELLERS by the BUYER upon delivery of theVESSEL. 2.Application of Recovered Amount:(a)Partial Loss:In the event the VESSEL shall be damaged by any insured cause whatsoever prior to acceptance thereof by the BUYER and in the further event thatsuch damage shall not constitute an actual or a constructive total loss of the VESSEL, the SELLERS ensure that the BUILDER shall apply theamount recovered under insurance policy referred to in Paragraph 1 of this Article to the repair of such damage satisfactory to the ClassificationSociety without additional costs to the BUYER, and the BUYER shall accept the VESSEL under this Contract if completed in accordance with thisContract and Specifications.(b)Total Loss:However, in the event that the VESSEL is determined to be an actual or constructive total loss, the SELLERS shall by the mutual agreement between the parties hereto,either:i)Proceed in accordance with the terms of this Contract, in which case the amount recovered under said insurance policy shall be applied to thereconstruction of the VESSEL’s damage, provided the parties hereto shall have first agreed in writing as to such reasonable postponement of theDelivery Date and adjustment of other terms of this Contract including the Contract Price as may be necessary for the completion of suchreconstruction; orii)Refund immediately to the BUYER the amount of all Installments paid to the SELLERS under this Contract without any interest, whereupon thisContract shall be deemed to be rescinded and all rights, duties, liabilities and obligations of each of the parties to the other shall terminateforthwith.If the parties hereto fail to reach such agreement within two (2) months after the VESSEL is determined to be an actual or constructive total loss, theprovisions of Sub-paragraph b)ii) as above shall apply. 35 3.Termination of SELLERS’ Obligation to Insure:The SELLERS’ obligation to cause the BULDER to insure the VESSEL hereunder shall cease and terminate forthwith upon delivery thereof andacceptance by the BUYER.(End of Article) 36 ARTICLE XIV - DISPUTE AND ARBITRATION 1.Proceedings:In the event of any dispute between the parties hereto as to any matter arising out of or relating to this Contract or any stipulations herein or withrespect hereto which cannot be settled by the parties themselves, such dispute shall be submitted to and settled by arbitration held in Tokyo, Japan, by TheJapan Shipping Exchange, Inc. (hereinafter called the “JSE”) in accordance with the provisions of the Rules of Maritime Arbitration of the JSE, except ashereinafter otherwise specifically provided. Either party desiring to submit such dispute to the arbitration of the JSE shall file with the JSE the written Application for Arbitration, the Statementof Claim and the notice of appointment of an arbitrator accompanied by written acceptance of such arbitrator appointed by such party. Within twenty (20) days after receipt of such documents as aforementioned from the JSE, the other party shall file in turn with the JSE the notice ofappointment of an arbitrator accompanied by written acceptance of such second arbitrator appointed by the other party. These two (2) arbitrators shall bedeemed, in performance of office of arbitration, as the arbitrators appointed by the Tokyo Maritime Arbitration Commission (hereinafter called the “TOMAC”)of the JSE. The third arbitrator to preside over the proceedings shall be appointed by the TOMAC from among such person on the Panel of Members of theTOMAC (or in case of particular need, from among person not so empaneled) as have no concern whatever with the parties or in the subject of such dispute. The three (3) arbitrators thus appointed shall constitute the board of arbitration (hereinafter called the “Arbitration Board”) for the settlement of suchdispute. In the event, however, that the said other party should fail to appoint a second arbitrator as aforesaid within twenty (20) days following receipt of thedocuments concerned from the JSE, it is agreed that said other party shall thereby be deemed to have accepted and appointed as its own arbitrator the oneappointed by the party demanding arbitration, and the arbitration shall proceed forthwith before this sole arbitrator who alone, in such event, shall constitutethe Arbitration Board. The award made by the sole arbitrator or by the majority of the three (3) arbitrators, as the case may be, shall be final and binding upon the partieshereto. If the majority of the three (3) arbitrators is not obtained, then the decision of the third arbitrator shall be final and binding upon the parties hereto. Notwithstanding the preceding provisions of this Paragraph, it is recognized that in the event of any dispute or difference of opinion arising in regard tothe construction of the VESSEL, her machinery or equipment, or concerning the quality of materials or workmanship thereof or thereon, such dispute may bereferred to the Classification Society upon mutual agreement of the parties hereto as far as the Classification Society agrees to determine such dispute. Thedecision of the Classification Society shall be final and binding upon the parties hereto. 37 2.Notice of Award:The award shall immediately be given to the BUYER and the SELLERS in writing or by facsimile or by email confirmed in writing. 3.Expenses:The Arbitrators shall determine which party shall bear the expenses of the arbitration or the portion of such expenses which each party shall bear. 4.Entry in Court:Judgement upon the award may be entered in any court having jurisdiction thereof. 5.Alteration of Delivery Date:In the event of reference to arbitration of any dispute arising out of matters occurring prior to delivery of the VESSEL, the award may include anypostponement of the Delivery Date which the Arbitrators may deem appropriate. (End of Article) 38 ARTICLE XV - RIGHT OF ASSIGNMENT Neither of the parties hereto shall assign this Contract to a third party unless prior consent of the other party is given in writing.In case of assignment by the BUYER, the BUYER shall remain liable under this Contract.This Contract shall ensure to the benefit of and shall be binding upon the lawful successors or the legitimate assigns of either of parties hereto. (End of Article) 39 ARTICLE XVI - TAXES AND DUTIES 1.Taxes and Duties in Japan:The BUILDER and/or the SELLERS shall bear and pay all taxes and duties, dues, imposts, levies and fees of whatsoever nature imposed in Japan inconnection with execution and/or performance of this Contract, excluding any taxes and duties imposed in Japan upon the BUYER’s Supplies. 2.Taxes and Duties outside Japan:The BUYER shall bear and pay all taxes and duties imposed outside Japan in connection with execution and/or performance of this Contract, except fortaxes and duties imposed upon those items to be procured by the SELLERS for construction of the VESSEL.(End of Article) 40 ARTICLE XVII - PATENTS, TRADEMARKS, COPYRIGHTS, ETC. 1.Patents, Trademarks and Copyrights:Machinery and equipment of the VESSEL may bear the patent number, trademarks or trade names of the manufactures.The SELLERS shall cause the BUILDER to defend and save harmless the BUYER from patent liability or claims of patent infringement of any natureor kind, including costs and expenses for, or on account of any patented or patentable invention made or used in the performance of this Contract and alsoincluding costs and expenses of litigation, if any. Nothing contained herein shall be construed as transferring any patent or trademark rights or copyright in equipment covered by this Contract, and allsuch right are hereby expressly reserved to the true and lawful owners thereof. The SELLERS’ warranty hereunder does not extend to the BUYER’s Supplies. 2.General Plans, Specifications and Working Drawing:The SELLERS retains all rights of the BUILDER with respect to the Specifications, and plans and working drawings, technical descriptions, calculations,test results and other data, information and documents concerning the design and construction of the VESSEL and the BUYER undertakes therefore not todisclose the same or divulge any information contained therein to any third parties, without the prior written consent of the SELLERS, excepting where it isnecessary for usual operation, repair and maintenance of the VESSEL.(End of Article) 41 ARTICLE XVIII - BUYER’S SUPPLIES 1.Responsibility of BUYER:(a)The BUYER shall, at its own risk, cost and expense, supply and deliver to the SELLERS all of the items to be furnished by the BUYER as specifiedin the Specifications (herein called the “BUYER’s Supplies”) at warehouse or other storage of the Shipyard in the proper condition ready forinstallation in or on the VESSEL, in accordance with the time schedule designated by the SELLERS.(b)In order to facilitate installation by the SELLERS of the BUYER’s Supplies in or on the VESSEL, the BUYER shall furnish the SELLERS withnecessary specifications, plans, drawings, instruction books, manuals, test reports and certificates required by the rules and regulations. The BUYER,if so requested by the SELLERS, shall, without any charge to the SELLERS, cause the representatives of the manufacturers of the BUYER’s Suppliesto assist the SELLERS in installation thereof in or on the VESSEL and/or to carry out installation thereof by themselves or to make necessaryadjustments thereof at the Shipyard.(c)Any and all of the BUYER’s Supplies shall be subject to the SELLERS’ reasonable right of rejection, as and if they are found to be unsuitable or inimproper condition for installation. However, if so requested by the BUYER, the SELLERS may cause the BUILDER to repair or adjust theBUYER’s Supplies without prejudice to the SELLERS’ other rights hereunder and without being responsible for any consequences therefrom. In suchcase, the BUYER shall reimburse the SELLERS for all costs and expenses incurred by the SELLERS in such repair or adjustment and the DeliveryDate shall be automatically postponed for a period of time necessary for such repair or replacement.(d)Should the BUYER fail to deliver any of the BUYER’s Supplies within the time designated, the Delivery Date shall be automatically extended for aperiod of such delay in delivery. In such event, the BUYER shall be responsible and pay to the SELLERS for all losses and damages incurred by theSELLERS by reason of such delay in delivery of the BUYER’s Supplies and such payment shall be made upon delivery of the VESSEL.(e)If delay in delivery of any of the BUYER’s Supplies exceeds thirty (30) days, then, the SELLERS shall be entitled to proceed with construction of theVESSEL without installation thereof in or on the VESSEL, without prejudice to the SELLERS’ other right as hereinabove provided, and the BUYERshall accept and take delivery of the VESSEL so constructed. 42 2.Responsibility of SELLERS:The SELLERS shall be responsible for storing and handling with reasonable care of the BUYER’s Supplies after delivery thereof at the Shipyard, andshall, at its own cost and expense, cause the BUILDER to install them in or on the VESSEL, unless otherwise provided herein or agreed by the parties hereto,provided, always, that the SELLERS shall not be responsible for quality, efficiency and/or performance of any of the BUYER’s Supplies. If any of the BUYER's Supplies are lost or damaged while in the custody of the BUILDER or SELLERS due to negligence or willfulmisconduct of the BUILDER or SELLERS or its employees, the Seller shall be responsible for such loss or damage and shall either replace thelost or damaged items or reimburse the BUYER accordingly, at the BUYER’s option.(End of Article) 43 ARTICLE XIX - NOTICE 1.Address:Any and all notices and communications in connection with this Contract shall be addressed as follows: To the BUYER:OLYMPIA SHIPHOLDING S.A.c/o GLOBUS SHIPMANAGEMENT CORP.128 Vouliagmenis Avenue16674 Glyfada, GREECETel:Fax:Email: To the SELLER 1:GIANT LINE INC., S.A.c/o No. 1-4-52, Koura-cho, Imabari-city, Ehime-Pref., JapanTel:Fax:Email: To the SELLER 2:NIHON SHIPYARD CO., LTD.1-5-1, Yuraku-cho, Chiyoda-ku, Tokyo Prefecture, JapanTel:Fax:Email: 2.Language:Any and all notices and communications in connection with this Contract shall be written in the English language. (End of Article) 44 ARTICLE XX - EFFECTIVE DATE OF CONTRACT This Contract shall become effective as from the date of execution hereof by the BUYER and the SELLERS. (End of Article) 45 ARTICLE XXI - INTERPRETATION 1.Laws Applicable:The parties hereto agree that the validity and interpretation of this Contract and of each Article and part thereof shall be governed by the laws of Japan. 2.Discrepancies:All general language or requirements embodied in the Specifications are intended to amplify, explain implement the requirements of this Contract.However, in the event that any language or requirements so embodied permit of an interpretation inconsistent with any provisions of this Contract, then, ineach and every such event, the applicable provisions of this Contract shall prevail and govern. The Specifications and Plan are also intended to explain eachother, and anything shown on the Plan and not stipulated in the Specifications or stipulated in the Specifications and not shown on the Plan shall be deemedand considered as if embodied in both. In the event of conflict between the Specifications and Plan, Specifications shall prevail and govern. 3.Entire Agreement:This Contract contains the entire agreement and understanding between the parties hereto and supersedes all prior negotiations, representations,undertakings and agreements on any subject matter of this Contract. 4.Confidentiality:Neither Party shall disclose the Contract Price, terms and deal to any third party and will take reasonable steps to keep private and confidentialinformation known only to those parties directly involved. Either Party may disclose confidential information if it is required to do so under any applicablelaw, regulation or rules of a recognized stock exchange, or pursuant to an order from a court or an administrative or regulatory agency having competentjurisdiction unless prior consent of the other party is given in writing.(End of Article) 46 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be duly executed the day and year first above written in Greece. Two (2) original Contract copies are to be made, and possessed by the Buyer and Seller 1. BUYER: OLYMPIASHIPHOLDING S.A. /s/ Athansios Feidakis By: Athanasios FeidakisTitle: Vice President/Director SELLER 1: GIANT LINEINC., S.A. /s/ Hidemi Kameda By: Hidemi KamedaTitle: Attorney-in-fact SELLER 2: NIHONSHIPYARD CO., LTD. /s/ Hidemi Kameda By: Hidemi KamedaTitle: Attorney-in-fact Exhibit 4.22 SHIPSALE CONTRACT FOR CONSTRUCTION AND SALE OF One (1) 64,000 DWT TYPE BULK CARRIER (HULL NO. S-3012) AMONG THALIA SHIPHOLDING S.A., GIANT LINE INC.,S.A., AND NIHON SHIPYARD CO., LTD. 18th August 2023 INDEX PAGEPREAMBLE5 ARTICLE I – JOINT AND SEVERAL GUARANTEE 1. Joint and Several Guarantee6 ARTICLE II - DESCRIPTION AND CLASS 1. Description72. Classification, Rules and Regulations73. Principal Particulars and Dimensions of VESSEL84. Guaranteed Trial Speed85. Guaranteed Fuel Oil Consumption86. Guaranteed Deadweight97. Registration98. Subcontracting9 ARTICLE III - CONTRACT PRICE AND TERMS OF PAYMENT 1. Contract Price102. Currency103. Terms of Payment104. Method of Payment115. Payment under Dispute126. Prepayment12 ACTICLE IV - ADJUSTMENT OF CONTRACT PRICE 1. Delivery132. Speed143. Fuel Consumption154. Deadweight155. Effect of Rescission166. Cumulative Effect167. Duty to Mitigate16 1 ACTICLE V - APPROVAL OF PLANS AND DRAWINGS AND INSPECTION DURING CONSTRUCTION 1. Approval of Plans and Drawings172. Appointment of Supervising Company’s Supervisor173. Inspection by Supervisor174. BUYER’s Representative18 ARTICLE VI - MODIFICATIONS 1. Modifications of Specifications192. Change in Class, etc.193. Substitution of Materials20 ARTICLE VII – TRIALS 1. Notice212. Weather Condition213. How Conducted224. Method of Acceptance or Rejection225. Effect of Acceptance236. Disposition of Surplus Consumable Stores247. Familiarization24 ARTICLE VIII - DELIVERY 1. Time and Place252. When and How Effected253. Documents to be Delivered to BUYER254. Tender of VESSEL265. Title and Risk266. Removal of VESSEL27 ARTICLE IX - DELAYS AND EXTENSION OF TIME FOR DELIVERY （FORCE MAJEURE） 1. Causes of Delay282. Notice of Delay283. Definition of Permissible Delay294. Right to Rescind for Excessive Delay29 2 ARTICLE X - WARRANTY OF QUALITY 1. Guarantee302. Notice of Default303. Remedy of Defects304. Extent of SELLERS’ Responsibility31 ARTICLE XI - RESCISSION BY BUYER 1. Notice332. Refund by SELLERS333. Discharge of Obligations33 ARTICLE XII - BUYER’S DEFAULT 1. Definition of Default342. Interest of Default343. Effect of Default344. Sale of VESSEL35 ARTICLE XIII - INSURANCE 1. Extent of Insurance Coverage372. Application of Recovered Amount373. Termination of SELLERS’ Undertaking to Insure38 ARTICLE XIV - DISPUTES AND ARBITRATION 1. Proceedings392. Notice of Award403. Expenses404. Entry in Court405. Alteration of Delivery Date40 ARTICLE XV - RIGHT OF ASSIGNMENT41 ARTICLE XVI - TAXES AND DUTIES 1. Taxes and Duties in Japan422. Taxes and Duties outside Japan42 3 ARTICLE XVII - PATENTS, TRADEMARKS, COPYRIGHTS, ETC. 1. Patents, Trademarks and Copyrights432. General Plans, Specifications and Working Drawings43 ARTICLE XVIII - BUYER’S SUPPLIES 1. Responsibility of BUYER442. Responsibility of SELLERS45 ARTICLE XIX - NOTICE 1. Address462. Language46 ARTICLE XX - EFFECTIVE DATE OF CONTRACT47 ARTICLE XXI - INTERPRETATION 1. Laws Applicable482. Discrepancies483. Entire Agreement484. Confidentiality48 END OF CONTRACT49 4 THIS CONTRACT (the “Contract”), made this 18th day of August, 2023 by and among Thalia Shipholding S.A. of Trust Company Complex,Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH 96960 (hereinafter called the “BUYER”), the party of the first part, GIANT LINE INC., S.A. , acorporation organized and existing under the laws of Panama, having its principal office at 53rd E Street, Urbanizacion Marbella, MMG Tower, 16th Floor,City of Panama, the Republic of Panama (hereinafter called the “SELLER 1”), the party of the second part, and NIHON SHIPYARD CO., LTD., a corporationorganized and existing under the laws of Japan, having its principal office at 1-5-1, Yuraku-cho, Chiyoda-ku, Tokyo Prefecture, Japan (hereinafter called the"SELLER 2"), the party of the third part. SELLER 1 and SELLER 2 are collectively called the “SELLERS”. WITNESSETH: WHEREAS, IMABARI SHIPBUILDING CO., LTD., a corporation organized and existing under the laws of Japan, having its principal office at 4-52,1-chome, Koura-Cho, Imabari City, Ehime Pref., Japan (hereinafter called the “BUILDER”), as builder has entered into a shipbuilding contract in the Japaneselanguage entitled “Zosen Keiyakusho” with the SELLER 1 as buyer dated 28th July, 2021 (hereinafter called the “Shipbuilding Contract”) wherein theBUILDER has agreed to design, build, launch, equip and complete at the BUILDER’s shipyard or any other shipyard in Japan owned by its affiliated company(hereinafter called the “Shipyard”) and sell and deliver to the SELLER 1 one (1) 64,000 DWT TYPE BULK CARRIER more fully described in Article IIhereof (hereinafter called the “VESSEL”), and the SELLER 1 has agreed to purchase the VESSEL. In consideration of the mutual covenants herein contained, the BUYER agrees to purchase and take delivery of the VESSEL from the SELLERS and topay for the same, all upon the terms and conditions hereinafter set forth. 5 ARTICLE I – JOINT AND SEVERAL GUARANTEE 1.Joint and Several Guarantee:The SELLERS shall each be jointly and severally liable for the performance and all other warranties and obligations of each other and any obligationexpressed to be that of both under this Contract. (End of Article) 6 ARTICLE II - DESCRIPTION AND CLASS 1.Description:The VESSEL shall have the BUILDER’s Hull No. S-3012 and shall be constructed, equipped and completed in accordance with the provisions of thisContract, the specifications and the general arrangement plan (hereinafter collectively called the “Specifications”) signed by each of the parties hereto foridentification and attached hereto and made an integral part hereof. In the event of an inconsistency or contradiction between the Specifications and the terms and conditions of this Contract, these terms and conditions in the Contract shall prevail. Inthe event of an inconsistency or contradiction between the Specifications and the terms and conditions of the other drawings/plan, the terms and conditions in the Specifications shallprevail. It is agreed and understood that the SELLERS may at its discretion construct and deliver the VESSEL at a Shipyard, such Shipyard to be part of ImabariShipbuilding group, provided that the provisions of this Contract except the VESSEL’s Hull Number shall not be altered thereby in any other respects. 2.Classification, Rules and Regulations:The VESSEL, including its machinery, equipment and out-fittings shall be designed and constructed in accordance with the rules (the edition and amendmentsthereto being in force as of the date of the Shipbuilding Contract) of NIPPON KAIJI KYOKAI (hereinafter called “NK”) and under special survey ofAMERICAN BUREAU OF SHIPPING (hereinafter called the “Classification Society”) and shall be distinguished in the register by the symbol of: ABS Class Notations: +A1, Bulk Carrier, BC-A (holds 2 and 4 may be empty), ESP, (E), +ACCU, +AMS, CPS, CSR, CRC(SC, SP), ENVIRO(I), GRAB [20],IHM, NOx-Tier III, RW, UWILD Decisions of the Classification Society as to compliance or non-compliance with the classification shall be final and binding upon both parties hereto andconfirmed with the head office of the Classification Society if required. The VESSEL shall also comply with the rules, regulations and requirements of other regulatory bodies as described in the Specifications in effect as of thedate of this Contract. All fees and charges incidental to the classification and with respect to compliance with the above referred rules, regulations and requirements shall be foraccount of the SELLERS. The VESSEL’s classification status, and all classification and other required certificates hereunder, are to be clean and free of all conditions, recommendationsand restrictions whatsoever other than those permitted in the Specifications. 7 3.Principal Particulars and Dimensions of VESSEL: The VESSEL shall have the following characteristics and dimensions: Length (over all) : about 199.9 mLength (between perpendiculars) : 195.00 mBreadth, moulded : 32.24mDepth, moulded : 19.30 mDesigned loaded draft, moulded : 11.30 mScantling draft, moulded : 13.52 mDeadweight at assigned loaded draft : 63,450 MTGross Tonnage (by I.C.T.M.1969) : about 36,500Main Engine (Japanese make) : MAN B&W 6S50ME-C9.7-HPSCR1setMaximum rating : 6,670 kW x 95.0 min-1Normal rating : 5,670 kW x 90.0 min-1 (85.0% MCR)Flag : MARSHALL ISLANDS 4.Guaranteed Trial Speed:The SELLERS guarantee for the VESSEL that the mean trial speed shall be 14.60 knots with the VESSEL at the BUILDER’s favorable draft and trimcondition at the normal output of 5,670 kW of Main Engine in quiet weather and calm sea with clean bottom of the VESSEL under the conditions set forth inthe Specifications (hereinafter called the“Guaranteed Trial Speed”). 5.Guaranteed Fuel Oil Consumption:The SELLERS guarantee that the fuel oil consumption of the Main Engine as determined by shop trial as specified in the Specifications, at normal rating shallnot be more than 155.2grams/kW/hour using “A” oil on the basis of lower calorific value of 42,700 kJ/kg (hereinafter called the“Guaranteed Fuel OilConsumption”) 8 6.Guaranteed Deadweight:The SELLERS guarantee that the VESSEL, when completed, shall be capable of carrying a total deadweight tonnage of 63,450metric tons at assigned fullyloaded draft (hereinafter called the “Guaranteed Deadweight”). The term “Deadweight” as used in this Contract, shall signify the difference between thedisplacement at assigned fully loaded draft in sea water of 1.025 specific gravity on the basis of hydrostatic table and the light weight of the VESSEL. The actual deadweight of the VESSEL shall be determined by calculations made by the BUILDER and these calculations shall be based on actualmeasurements of the completed VESSEL taken in the presence of and verified by the Classification Society’s surveyor. 7.Registration:The VESSEL shall be registered by the BUYER at its own cost and expense under the laws of MARSHALL ISLANDS with its home port of Majuro the timeof its delivery and acceptance hereunder. 8.Subcontracting:The SELLERS may, at its sole discretion and responsibility, subcontract any portion of the construction work of the VESSEL to any domestic and/or overseassubcontractors including, but not limited to, the affiliated companies of the BUILDER. In the event of any work being subcontracted in accordance with the terms of this Contract and/or the Specifications, the SELLERS shall remain fully andsolely responsible for the work done by such subcontractors and the quality and performance and any part of the VESSEL and the construction worksubcontracted in accordance with this Contract and/or the Specifications. (End of Article) 9 ARTICLE III - CONTRACT PRICE AND TERM OF PAYMENT 1.Contract Price:The purchase price of the VESSEL is United States Dollars Thirty Seven Million Six hundred thousand (US$37,600,000.-), net receivable by the SELLERS(hereinafter called the “Contract Price”), which is exclusive of the BUYER’s Supplies as provided in Article XVIII hereof and shall be subject to upward ordownward adjustment, if any, as hereinafter set forth in this Contract. Other than as provided in this Contract, the Contract Price is not subject to any fluctuations on account of changes to the prevailing at the timerates of wages, cost of equipment or materials or rates of currencies (such as the exchange rate between the US$ and the currency of Japan) etc. Increases or decreases in the Contract Price, if any, due to adjustments thereof made in accordance with the provisions of this Contract shall beadjusted by way of addition to, or subtraction from, the last instalment of the Contract Price. 2.Currency:Any and all payments by the BUYER to the SELLERS under this Contract shall be made in United States Dollars. 3.Terms of Payment:The Contract Price shall be paid by the BUYER to the SELLERS in installments as follows: (a)1st Installment: The sum of United States Dollars Three Million Seven Hundred Sixty Thousand (US$3,760,000.-) shall be paid upon signing of thisContract.(b)2nd Installment: The sum of United States Dollars Three Million Seven Hundred Sixty Thousand (USD3,760,000.-) shall be paid by 18th August,2024.(c)3rd Installment: The sum of United States Dollars Three Million Seven Hundred Sixty Thousand (US$3,760,000.-) shall be paid by 28th November,2025.(d)4th Installment: The sum of United States Dollars Three Million Seven Hundred Sixty Thousand (US$3,760,000.-) shall be paid upon launching of theVESSEL.(e)5th Installment: The sum of United States Dollars Twenty Two million, Five Hundred and Sixty Thousand (US$22,560,000.-), plus any increase orminus any decrease due to adjustments of the Contract Price hereunder, shall be paid upon delivery and acceptance of the VESSEL. 10 4.Method of Payment:(a)1st Installment: Within three (3) Banking Days after signing of this Contract, the BUYER shall remit the amount of this Installment by telegraphictransfer to Mizuho Bank, Ltd., Ehime Pref. Imabari Branch, Japan (hereinafter called the “SELLER 1’s Bank”) for the account of the SELLER 1, Account No. withremarks of “Hull No. S-3012”.(b)2nd Installment: On or before 18th August 2024, the BUYER shall remit the amount of this Installment by telegraphic transfer to the SELLER 1’sBank for the account of the SELLER 1 with remarks “Hull No. S-3012”.(c)3rd Installment: On or before 28th November 2025, the BUYER shall remit the amount of this Installment by telegraphic transfer to the SELLER 1’sBank for the account of the SELLER 1 with remarks “Hull No. S-3012”.(d)4th Installment: Within three (3) Banking Days after receipt of the notice in writing or by facsimile from the SELLERS of launching of the VESSELhaving been made, the BUYER shall remit the amount of this Installment by telegraphic transfer to the SELLER 1’s Bank for the account of theSELLER 1 with remarks “Hull No. S-3012”.The SELLERS shall give a notice of 7 days to the BUYER regarding the expected date of Launching of the VESSEL.(e)5th Installment: At least two (2) Banking Days prior to the anticipated delivery of the VESSEL, the BUYER shall deposit cash under a conditional SWIFT payment in theSELLER 1’s Bank covering 5th Installment as adjusted in accordance with the provisions of this Contract. Such payment shall be payable and releasable to the SELLERSupon presentation to the SELLER 1’s Bank of a copy of “PROTOCOL OF DELIVERY AND ACCEPTANCE” of the VESSEL executed by theBUYER and the SELLERS pursuant to Paragraph 2 of Article VIII hereof and (as required) by a representative of BUYER’s financing bank and copyof “PROTOCOL OF DELIVERY AND ACCEPTANCE” of the VESSEL executed between the BUILDER and the SELLERS.(f)Definition of Banking Days: For the purpose of this Contract “Banking Days” means days excluding Saturday, Sunday and public holidays in Tokyo,Athens, New York, Hamburg and Zurich. 11 5.Payment under DisputeNo payment under this Contract shall be delayed or withheld by the BUYER on account of any dispute or disagreement of whatsoever nature arising betweenthe parties hereto. 6.Prepayment:Prepayment of any Installment due on or before delivery of the VESSEL can be made by the BUYER with prior 10 days notices addressed to SELLERS. (End of Article) 12 ARTICLE IV - ADJUSTMENT OF CONTRACT PRICE The Contract Price shall be subject to adjustment, as hereinafter set forth, in the event of the following contingencies (it being understood by bothparties that any reduction of the Contract Price is by way of liquidated damages and not by way of penalty): 1.Delivery(a)No adjustment shall be made and the Contract Price shall remain unchanged for the first thirty (30) days of delay in delivery of the VESSEL beyondthe Delivery Date as defined in Article VIII hereof (ending as of twelve o’clock midnight of the thirtieth (30th) day of delay).(b)If the delivery of the VESSEL is delayed more than thirty (30) days after the Delivery Date, then, in such event, beginning at twelve o’clock midnightof the thirtieth (30th) day after the Delivery Date, the Contract Price shall be reduced by deducting the sum of US$5,076- for each day of delaythereafter.However, the total reduction in the Contract Price shall not be more than as would be the case for a delay of one hundred and twenty (120) days,counting from midnight of the thirtieth (30th) day after the Delivery Date at the above specified rate of reduction. That is, at a total reduction ofUS$609,120-.(c)But, if the delay in delivery of the VESSEL should continue for period of one hundred and fifty (150) days after the Delivery Date, then in such event,and after such period has expired, the BUYER may, at its option terminate, cancel or rescind this Contract in accordance with the provisions of ArticleXI hereof. The SELLERS may, at any time after the expiration of one hundred and fifty (150) days of delay in delivery from the Delivery Date, if theBUYER has not served notice as provided in Article XI hereof, demand in writing that the BUYER shall make an election, in which case the BUYERshall, within twenty (20) days after such demand is received by the BUYER, notify the SELLERS of its intention either to terminate, cancel or rescindthis Contract or to consent to take delivery of the VESSEL at an agreed future date; it being understood by the parties hereto that, if the VESSEL isnot delivered by such future date, the BUYER shall have the same right of termination, cancelation and/or rescission upon the same terms andconditions as hereinabove provided.(d)For the purpose of this Article, the delivery of the VESSEL shall be deemed to be delayed when and if the VESSEL, after taking into full account allpostponements of the Delivery Date by reason of permissible delays as defined in Article IX and/or any other reasons under this Contract, is notdelivered by the date upon which delivery is required under the terms of this Contract. 13 2.Speed:(a)The Contract Price shall not be affected or changed by reason of the actual speed, as determined by the trial run, being not more than three-tenths (3/10)of one (1) knot below the guaranteed speed of the VESSEL.(b)However, exceeding such deficiency of three-tenths (3/10) of one (1) knot in actual speed below the Guaranteed Trial Speed of the VESSEL, theContract Price shall be reduced as follows:More than three-tenths (3/10) and not more than four-tenths (4/10) of a knot a total sum of US$50,760.-More than four-tenths (4/10) and not more than five-tenths (5/10) of a knot a total sum of US$101,520.-More than five-tenths (5/10) and not more than six-tenths (6/10) of a knot a total sum of US$152,280.-More than six-tenths (6/10) and not more than seven-tenths (7/10) of a knot a total sum of US$203,040.-More than seven-tenths (7/10) and not more than eight-tenths (8/10) of a knot a total sum of US$253,800.-More than eight-tenths (8/10) and not more than nine-tenths (9/10) of a knot a total sum of US$304,560.-More than nine-tenths (9/10) and not more than one (1) knot a total sum of US$355,320.-(c)If the deficiency in actual speed of the VESSEL upon trial run is more than one (1) full knot below the Guaranteed Trial Speed of the VESSEL, thenthe BUYER may, at its option, reject the VESSEL and terminate, cancel or rescind this Contract in accordance with the provisions of Article XI hereof, ormay accept the VESSEL at a reduction in the Contract Price as above provided for one (1) full knot only, that is, at a total reduction of US$355,320. 14 3.Fuel Oil Consumption:(a)The Contract Price shall not be affected or changed by reason of the fuel oil consumption of the VESSEL, as determined by shop trial as per theSpecifications, being more than the Guaranteed Fuel Oil Consumption of the VESSEL, if such excess is not more than five percent (5%) over theGuaranteed Fuel Oil Consumption.(b)However, exceeding an excess of five percent (5%) in the actual fuel consumption over the Guaranteed Fuel Oil Consumption of the VESSEL, theContract Price shall be reduced by the sum of US$37,600.- for each full one percent (1%) increase in fuel consumption above said five percent (5%)(fractions of one percent (1%) to be disregarded), up to a maximum of ten percent (10%) over the Guaranteed Fuel Oil Consumption of the VESSEL.(c)If such actual fuel consumption exceeds ten percent (10%) of the Guaranteed Fuel Oil Consumption of the VESSEL, the BUYER may, at its option,reject the VESSEL and rescind this Contract in accordance with the provisions of Article XI hereof, or may accept the VESSEL at a reduction in theContract Price as above specified for ten percent (10%) only, that is, at a total reduction of US$188,000.-. 4.Deadweight:(a)The Contract Price shall not be affected or changed by reason of the actual deadweight of the VESSEL as determined in accordance with theSpecifications, being less than the Guaranteed Deadweight of the VESSEL, if such deficiency is not more than 635 metric tons below the GuaranteedDeadweight of the VESSEL.(b)In the event of such deficiency is more than 635 metric tons below the Guarantee Deadweight of the VESSEL, the Contract Price shall be reduced bythe sum of US$592 for each metric ton of such deficiency.(c)In the event of such deficiency in the actual deadweight of the VESSEL being 1,905 metric tons or more, then, the BUYER may, at its option, rejectthe VESSEL and rescind this Contract in accordance with the provisions of Article XI hereof or accept the VESSEL at a reduction in the ContractPrice as above provided for 1,905 metric tons only, that is, at a total reduction of US$751,840. 15 5.Effect of Rescission:It is expressly understood and agreed by the parties hereto that in any case, if the BUYER rescinds this Contract under this Article, the BUYER shall not beentitled to any liquidated damages. 6.Cumulative EffectThe liquidated damages specified in each separate paragraph within this Article are independent of each other and payment of one shall not beexclusive of the payment of another. 7.Duty to MitigateNotwithstanding the provisions of this Article, the SELLERS shall use best endeavours to investigate and if possible rectify the cause of an insufficiency inspeed, dead-weight or cargo cubic capacity or an excess in fuel consumption prior to delivery of the VESSEL to the BUYER. It is hereby understood andagreed by the SELLERS that the SELLERS will seek to deliver the VESSEL by adjusting the Contract Price, if necessary, in accordance with the provisions ofthis Article, only if after using its best endeavours such insufficiency or excess cannot be corrected. (End of Article) 16 ARTICLE V - APPROVAL OF PLANS AND DRAWINGSAND INSPECTION DURING CONSTRUCTION The inspection, supervision and approval of plans and drawings during the construction of the VESSEL and her hull, machinery, engines, fittings andaccessories shall be carried out by a Japanese company providing newbuilding supervising services (hereinafter called the “Supervising Company”) which shallbe selected, nominated by the SELLERS and appointed by at the SELLERS’s at their cost and expense. Any decision regarding the approval of plans, drawings and supervising during construction shall be made by the Supervising Company at its solediscretion in full accordance with the Specifications and such decision shall not require any prior consultation with the BUYER or approval of the BUYER. However the SELLERS undertakes and assures the BUYER that the Supervisor shall carry out his inspections in accordance with the agreed inspectionprocedure and schedule and usual Japanese shipbuilding practice. 1.Approval of Plans and Drawings:The SELLERS shall cause the BUILDER to submit in time to the Supervising Company the plans and drawings to be submitted thereto for its approval. 2.Appointment of Supervising Company’s Supervisor :The Supervising Company may send to and maintain at the Shipyard supervisor(s) (herein called the “Supervisor”) to act in connection with approval of theplans and drawings, attendance to the tests and inspections relating to the VESSEL, its machinery, equipment and out fitting. 3.Inspection by Supervisor :The necessary inspections of the VESSEL, its hull, machinery, equipment and out fittings shall be carried out by the Classification Society, other regulatorybodies and/or an inspection team of the BUILDER throughout the entire period of construction, in order to ensure that the construction of the VESSEL is dulyperformed in accordance with this Contract and the Specifications. The Supervisor shall have, during construction of the VESSEL, the right and duty to attendsuch tests and inspections of the VESSEL, its machinery and equipment. In the event that the Supervisor discovers any construction or material or workmanship which is not deemed to conform to the requirements of this Contractand/or the Specifications, the Supervisor shall promptly give the SELLERS a notice in writing as to such non-conformity. Upon receipt of such notice from theSupervisor, the SELLERS shall cause the BUILDER to correct, at the BUILDER’s cost, such non-conformity, if the SELLERS agrees to his view actingreasonably but in case of disagreement the matter will be referred to the Classification Society. Performance Standard for Protective Coatings (PSPC) for ballast tanks required by IMO shall be applied to the VESSEL. Inspections thereto shall be carriedout by the qualified inspector(s) of the BUILDER and/or the qualified inspector(s) appointed by BUILDER, whose determination shall be deemed final so faras the application of the PSPC to the VESSEL is concerned if approved by the Classification Society. For the avoidance of doubt, the SELLERS shall be solely responsible for all aspects of construction, workmanship and completion of the Vessel in accordancewith this Contract and the Specifications. All plans and drawings shall be in English. 17 4.BUYER’s Representative:The BUYER may appoint their one (1) “Observer” who can visit the Shipyard maximum consecutive two (2) days for three (3) times in total duringconstruction of the Vessel for observation purpose only. The BUYER shall inform at least seven (7) days prior to the SELLERS that the BUYER send theObserver to the Shipyard. (End of Article) 18 ARTICLE VI - MODIFICATIONS 1.Modifications of Specifications:The Specifications may be modified and/or changed by written agreement of the parties hereto, provided that such modifications and/or changes or anaccumulation thereof will not, in the SELLERS’ judgment, adversely affect the BUILDER’s planning or program in relation to the BUILDER’s othercommitments, and provided, further, that the BUYER shall first agree, before such modifications and/or changes are carried out, to alterations in the ContractPrice, the Delivery Date and other terms and conditions of this Contract and the Specifications occasioned by or resulting from such modifications and/orchanges. Such agreement may be effected by exchange of letters signed by the authorized representatives of the parties hereto or by facsimile or e-mail confirmed bysuch letters manifesting agreements of the parties hereto which shall constitute amendments to this Contract and/or the Specifications. 2.Change in Class, etc.:In the event that, after the date of this Contract, any requirements as to class, or as to rules and regulations to which the construction of the VESSEL is requiredto conform are altered or changed by the Classification Society or the other regulatory bodies authorized to make such alterations or changes, the followingprovisions shall apply: (a)If such alterations or changes are compulsory for the VESSEL, either of the parties hereto, upon receipt of such information from the ClassificationSociety or such other regulatory bodies, shall promptly transmit the same to the other in writing, and the SELLERS shall thereupon incorporate suchalterations or changes into the construction of the VESSEL, provided that the BUYER shall first agree, to adjustments required by the SELLERS inthe Contract Price, the Delivery Date and other terms and conditions of this Contract and the Specifications occasioned by or resulting from suchalterations or changes.(b)If such alterations or changes are not compulsory for the VESSEL, but the BUYER desires to incorporate such alterations or changes into theconstruction of the VESSEL, then, the BUYER shall notify the SELLERS of such intention. The SELLERS may accept such alterations or changes,provided that such alterations or changes will not, in the judgment of the BUILDER and/or the SELLERS, adversely affect the BUILDER’s planningor program in relation to the BUILDER’s other commitments, and provided, further, that the BUYER shall first agree to adjustments required by theSELLERS in the Contract Price, the Delivery Date and other terms and conditions of this Contract and the Specifications occasioned by or resultingfrom such alterations or changes.(c)In case the BUYER demands for change of or alterations to the plans or drawings which have already been approved by the Supervising Company,provided such alterations or changes are not compulsory for the VESSEL, the SELLERS shall have the right to reject such demand if work hasalready been arranged to start in accordance with the approved plans and drawings. Any alteration to the plans and drawings which have already beenapproved by the Supervising Company shall be regarded as modifications as specified in this Article and shall include adjustments of Contract Price,the Delivery Date and other terms and conditions of this contract and the Specifications. Agreements as to such alterations or changes under this Paragraph shall be made in the same manner as provided in Paragraph 1 of this Article formodifications or changes to the Specifications. 19 3.Substitution of Materials:In the event that any of the materials required by the Specifications or otherwise under this Contract for the construction of the VESSEL cannot be procured intime or are in short supply to maintain the Delivery Date of the VESSEL, the SELLERS may allow the BUILDER, provided that the BUYER shall so agree inwriting, to supply other materials capable of meeting the requirements of the Classification Society and of the rules, regulations and requirements with whichthe construction of the VESSEL must comply. Any agreement as to such substitution of materials shall be effected in the manner provided in paragraph 1 ofthis article, and shall, likewise, include alterations in the Contract Price and other terms and conditions of this Contract occasioned by or resulting from suchsubstitution if any.(End of Article) 20 ARTICLE VII - TRIAL1.Notice:The BUYER shall receive from the SELLERS at least approximately 30 days prior notice in writing or by facsimile or by email confirmed in writing of thetime and place of the trial run of the VESSEL, and the BUYER shall promptly acknowledge receipt of such notice. The BUYER may send one Capt., oneC/E., one C/O, one 1/E and one Representative (herein collectively called the “Observers”) on board the VESSEL to witness such trial run for familiarizationpurpose only at the BUYER’s risk and expenses. Failure in attendance of the Observers of the BUYER at the trial run of the VESSEL for any reasonwhatsoever after due notice to the BUYER as above provided shall be deemed to be a waiver by the BUYER of its right to have the Observers on board theVESSEL at the trial run, and the SELLERS may cause the BUILDER to conduct the trial run without the Observers of the BUYER being present but with theattendance of the Supervisor and the representative of the Classification Society, and in such case the BUYER shall be obligated to accept the VESSEL on thebasis of a certificate of the SELLERS that the VESSEL, upon trial run, is found to conform to this Contract and the Specifications. 2.Weather Condition:The trial run shall be carried out under the weather condition which is deemed favorable enough by the judgment of the BUILDER and/or the SELLERS. Inthe event of unfavorable weather on the date specified for the trial run, the same shall take place on the first available day thereafter that the weather conditionpermits. It is agreed that, if during the trial run of the VESSEL, the weather should suddenly become so unfavorable that orderly conduct of the trial run can nolonger be continued, the trial run shall be discontinued and postponed until the first favorable day next following, unless the BUYER shall assent in writing toacceptance of the VESSEL on the trial run already made before such discontinuance has occurred. Any delay of trial run caused by such unfavorable weathercondition shall operate to postpone the Delivery Date by the period of delay involved and such delay shall be deemed as a permissible delay in the delivery ofthe VESSEL． 21 3.How conducted:(a)All expenses in connection with the trial run are to be for the account of the SELLERS and the SELLERS shall cause the BUILDER to provide atthe BUILDER’s expense the necessary crew to comply with conditions of safe navigation. The trial run shall be conducted in the mannerprescribed in the Specifications, and shall prove fulfillment of the performance requirements for the trial run as set forth in the Specifications. Thecourse of trial run shall be determined by the BUILDER.(b)Notwithstanding the foregoing, lubricating oils and greases necessary for the trial run of the VESSEL shall be supplied by the BUYER at theShipyard on the date designated by the BUILDER with a prior 10 days written notice of the SELLERS to the BUYER, and the SELLERS shall paythe BUYER upon delivery of the VESSEL the cost of the quantities of lubricating oils and greases consumed during the trial run at the originalpurchase price. In measuring the consumed quantity, lubricating oils and greases remaining in the main engine, other machinery and their pipes,stern tube and the like, shall be excluded. The quantity of lubricating oils and greases supplied by the BUYER shall be in accordance with theinstruction of the BUILDER and the SELLERS. 4.Method of Acceptance or Rejection:(a)Upon completion of the trial run, the SELLERS shall give the BUYER a notice by facsimile or e-mail confirmed in writing of completion of the trialrun, as and if the SELLERS considers that the results of the trial run indicate conformity of the VESSEL to this Contract and the Specifications. TheBUYER shall, within two (2) days after receipt of such notice from the SELLERS, notify the SELLERS by facsimile confirmed in writing of itsacceptance or rejection of the VESSEL.(b)However, should the results of the trial run indicate that the VESSEL, or any part or equipment thereof, does not conform to the requirements of thisContract and/or the Specifications, or if the SELLERS is in agreement to non-conformity as specified in the BUYER’s notice of rejection, then, theSELLERS shall cause the BUILDER to take necessary steps, to correct such non-conformity. Upon completion of correction of such non-conformity,the SELLERS shall give the BUYER a notice thereof by facsimile confirmed in writing. The BUYER shall, within two (2) days after receipt of such notice from theSELLERS, notify the SELLERS of its acceptance or rejection of the VESSEL.(c)In any event that the BUYER rejects the VESSEL, the BUYER shall indicate in its notice of rejection in what respect the VESSEL, or any part orequipment thereof dose not conform to this Contract and/or the Specifications.(d)In the event that the BUYER fails to notify the SELLERS by facsimile or email confirmed in writing of the acceptance of or the rejection togetherwith the reason therefor of the VESSEL within the period as provided in the above sub-paragraph (a) or (b), the BUYER shall be deemed to haveaccepted the VESSEL.(e)The SELLERS may dispute the rejection of the VESSEL by the BUYER under this paragraph, in which case the matter shall first be referred tojudgement of the Classification Society, but if the Classification Society fails to make a judgement or cannot do so, the matter shall be submitted forfinal decision by arbitration in accordance with Article XIV hereof. The BUYERS shall be notified of the Classification Society’s judgment and will have two (2)working days to either accept or reject, advising Sellers on reasons of rejection."(f)The BUYER shall not be entitled to reject the VESSEL by reason of any minor or insubstantial items, which may not affect the VESSEL’s operation,its crew and safety, judged from the point of view of the commonly and generally acknowledged Japanese standard shipbuilding and shippingpractice, as not being in conformity with the Specifications, but, in which case, the SELLERS shall not be released from the obligation to correctand/or remedy for its own account such minor or insubstantial items as soon as practicable after the delivery of the VESSEL. 22 5.Effect of Acceptance:Acceptance of the VESSEL as above provided shall be final and binding so far as conformity of the VESSEL to this Contract and the Specifications isconcerned and shall preclude the BUYER from refusing formal delivery of the VESSEL as hereinafter provided, if the SELLERS complies with all otherprocedural requirements for delivery as provided in Article VIII hereof. 23 6.Disposition of surplus Consumable stores:Should any fuel oil, fresh water or other consumable stores furnished by the BUILDER for the trial run remain on board the VESSEL at the time of acceptancethereof by the BUYER, the BUYER agrees to buy the same from the SELLERS at the original purchase price thereof, and payment by the BUYER shall beeffected upon delivery of the VESSEL. 7.Familiarization:(a)Prior to the delivery but after the sea trials, the BUYER may send their crew to the Shipyard in preparation for the delivery with the SELLERS’ and/orBUILDER’s consent. The above mentioned Observers and crew of the BUYER shall not interfere with or obstruct in any way the BUILDER'ssupervision during the construction of the VESSEL and/or the building schedule of the BUILDER, but shall be given free and ready access to theVESSEL, its hull, machinery, equipment, coatings and out-fittings in the Shipyard only and in such way not to obstruct smooth construction of theVESSEL.(b)The Observers and the crew shall at all times be deemed to be the employees of the BUYER and not of the BUILDER and the SELLERS. TheBUILDER and the SELLERS shall be under no liability whatsoever to the BUYER, the Observers and the crew for personal injuries, including death,suffered during the time when he or they are on the VESSEL, or within the premises of the Shipyard, or are otherwise engaged in and about theconstruction of the VESSEL, unless, however, such personal injuries, including death, were caused by a gross negligence of the BUILDER and/or theSELLERS, or of any of its employees or agents or subcontractors. Nor shall the BUILDER or the SELLERS be under any liability whatsoever to theBUYER, the Observers and the crew for damage to, or loss or destruction of property in Japan of the BUYER or of the Observers and the crew, unlesssuch damage, loss or destruction were caused by a gross negligence of the BUILDER and/or the SELLERS, or of any of its employees or agents orsubcontractors. (End of Article) 24 ARTICLE VIII – DELIVERY 1.Time and Place:The VESSEL shall be delivered by the SELLERS to the BUYER at the Shipyard or at an affiliated Japanese shipyard of the BUILDER or at the mutuallyagreed place not earlier than 1st September 2026 and not later than 30th November 2026, except that, in the event of delays in the construction of the VESSELor any performance required under this Contract due to causes which under the terms of this Contract permit postponement of the date for delivery, theaforementioned date for delivery of the VESSEL shall be postponed accordingly. The aforementioned date, or such later date to which the requirement ofdelivery is postponed pursuant to such terms, is herein called the“Delivery Date”. 2.When and How Effected:Provided that each of the SELLERS and the BUYER shall have fulfilled all of its obligations stipulated under this Contract, delivery of the VESSEL shall beeffected forthwith by the concurrent delivery by each of the parties hereto to the other of the PROTOCOL OF DELIVERY AND ACCEPTANCE,acknowledging delivery of the VESSEL by the SELLERS and acceptance thereof by the BUYER. 3.Documents to be delivered to BUYER:Upon delivery and acceptance of the VESSEL, the SELLERS shall deliver to the BUYER the following documents (all in English language), which shallaccompany the PROTOCOL OF DELIVERY AND ACCEPTANCE: (a)PROTOCOL OF TRIALS of the VESSEL made pursuant to the Specifications.(b)PROTOCOL OF INVENTORY of the equipment of the VESSEL, including spare parts and the like, all as specified in the Specifications.(c)PROTOCOL OF STORES OF CONSUMABLE NATURE referred to under paragraph 3 (b) and paragraph 6 of Article VII hereof, including theoriginal purchase prices thereof.(d)ALL CERTIFICATES required to be furnished upon delivery of the VESSEL pursuant to this Contract and the Specifications. It is agreed that if,through no fault on the part of the SELLERS, the classification certificate and/or other certificates are not available at the time of delivery of theVESSEL and only if the absence thereof does not impede the trading of the VESSEL, provisional certificate shall be accepted by the BUYER,provided that the SELLERS shall furnish the BUYER with the formal certificates as promptly as possible after such formal certificates have beenissued and in any event before the expiry of such provisional certificates. All the certificates shall be delivered in one (1) original to the VESSEL andtwo (2) copies to the BUYER;(e)DECLARATON OF WARRANTY of the SELLERS that the VESSEL is delivered to the BUYER free and clear of any claims, liens, charges,mortgages, or other encumbrances upon the BUYER’s title thereto, and in particular, that the VESSEL is absolutely free of all burdens in the nature ofimposts, taxes or charges imposed by the Japanese governmental authorities, as well as of all liabilities of the SELLERS to its subcontractors,employees and crew, and of all liabilities arising from the operation of the VESSEL in trial runs, or otherwise, prior to delivery.(f)DRAWINGS AND PLANS pertaining to the VESSEL as stipulated in the Specifications.(g)COMMERCIAL INVOICE(h)BILL OF SALE duly notarized(i)BUILDER’S CERTIFICATE issued by the Shipyard duly notarized. any other reasonable documents required by flag authority and financing bank for the registration of the VESSEL, if practicably possible. 25 4.Tender of VESSEL:If the BUYER fails to take delivery of the VESSEL after completion thereof according to this Contract and the Specifications without any justifiable reason,the SELLERS shall have the right to tender delivery of the VESSEL after compliance with all procedural requirements as above provided. 5.Title and Risk:Title to and risk of loss of the VESSEL shall pass to the BUYER only upon delivery and acceptance thereof having been completed as stated above; it beingexpressly understood that, until such delivery is effected, title to and risk of loss of the VESSEL and her equipment shall be in the SELLERS, excepting risk ofwar, earthquakes and tidal waves. 26 6.Removal of VESSEL:The BUYER shall take possession of the VESSEL immediately upon delivery and acceptance thereof and shall remove the VESSEL from the premises of theShipyard within three (3) days after delivery and acceptance thereof is effected. If the BUYER shall not remove the VESSEL from the premises of theShipyard within the aforesaid three (3) days, then, in such event the BUYER shall pay to the SELLERS the reasonable mooring charges of the VESSEL. Butthe BUYER shall be obliged to remove the VESSEL from the Shipyard within ten (10) days after the delivery and acceptance thereof. (End of Article) 27 ARTICLE IX - DELAYS AND EXTENSION OFTIME FOR DELIVERY (FORCE MAJEURE) 1.Causes of Delay:If, at any time before the actual delivery, either the construction of the VESSEL or any performance required as a prerequisite of delivery of the VESSEL isdelayed due to: Acts of God; acts of princes or rulers; requirements of government authorities; war or other hostilities or preparation therefore; blockade;revolution, insurrections, mobilization, civil war, civil commotion or riots; vandalism; sabotages, strikes, lockouts or other labor disturbances; labor shortage;plague or other epidemics; quarantines; flood, typhoons, hurricanes, storms or other weather conditions not included in normal planning; earthquakes; tidalwaves; fires, explosions, collisions or stranding; embargoes; delays or failure in transportation; shortage of materials, machinery or equipment; importrestrictions; inability to obtain delivery or delays in delivery of materials subject that same have been ordered in time subject that same have been ordered intime, machinery or equipment, provided that at the time of ordering the same could reasonably be expected by the SELLERS and/or the BUILDER to bedelivered in time; prolonged failure, shortage or restriction of electric current, oil or gas; defects in materials, machinery or equipment which could not havebeen detected by the SELLERS using reasonable care; casting or forging rejects or the like not due to negligence; delays caused by the Classification Societyor other bodies whose documents are required; destruction of or damage to the Shipyard or works of the BUILDER, its subcontractors or suppliers, or of or tothe VESSEL or any part thereof, by any cause herein described; delays in the SELLERS’ and/or the BUILDER’s other commitments resulting from any causesherein described which in turn delay the construction of the VESSEL or the BUILDER’s performance under Shipbuilding Contract and the SELLERS’performance under this Contract; other causes or accidents beyond control of the BUILDER and/or the SELLERS, its subcontractors or suppliers of the naturewhether or not indicated by the forgoing words; all the forgoing irrespective of whether or not these events could be foreseen at the days of signing thisContract; then and in any such case, the Delivery Date shall be postponed for a period of time which shall not exceed total accumulated time of all such delays. 2.Notice of Delay:Within ten (10) days after the date of occurrence of any cause of delay, on account of which the SELLERS claims that it is entitled under this Contract to apostponement of the Delivery Date, the SELLERS shall notify the BUYER in writing or by facsimile or by email confirmed in writing of the date such causeof delay occurred. Likewise, within ten (10) days after the date of ending of such cause of delay, the SELLERS shall notify the BUYER in writing or byfacsimile confirmed in writing of the date such cause of delay ended. The SELLERS shall also notify the BUYER of the period, by which the Delivery Date ispostponed by reason of such cause of delay, with all reasonable dispatch after it has been determined. Failure of the BUYER to object to the SELLERS’ claimfor postponement of the Delivery Date within ten (10) days after receipt by the BUYER of such notice of claim shall be deemed to be a waiver by the BUYERof its right to object such postponement of the Delivery Date. 28 3.Definition of Permissible Delay:Delays on account of such causes as specified in Paragraph 1 of this Article and any other delays of a nature which under the terms of this Contract permitspostponement of the Delivery Date shall be understood to be permissible delays and are to be distinguished from unauthorized delays on account which theContract Price is subject to adjustment as provided for in Article IV hereof. 4.Right to Rescind for Excessive Delay:If the total accumulated time of all delays on account of the causes specified in Paragraph 1 of this Article, excluding delays of a nature which under the termsof this Contract permit postponement of the Delivery Date, amounts to One Hundred and fifty (150) days or more, then, in such event, the BUYER mayterminate, cancel or rescind this Contract in accordance with the provisions of Article XI hereof. The SELLERS may, at any time after the accumulated time ofthe aforementioned delays justifying termination, cancelation or rescission by the BUYER, demand in writing that the BUYER shall make an election, inwhich case the BUYER shall, within twenty (20) days after such demand is received by the BUYER, either notify the SELLERS of its intention to terminate,cancel or rescind this Contract, or consent to a postponement of the Delivery Date to a specific future date; it being understood and agreed by the parties heretothat, if any further delay occurs on account of causes justifying rescission as specified in this Article, the BUYER shall have the same right of termination,cancelation or rescission upon the same terms as hereinabove provided.(End of Article) 29 ARTICLE X - WARRANTY OF QUALITY 1.Guarantee:Subject to the provisions hereinafter set forth, the SELLERS and as a condition for the BUYER taking delivery of the VESSEL hereby guarantee and shallcause the BUILDER to remedy, free of charge to the BUYER, any defects in the VESSEL which are due to defective material and/or poor workmanshipdefective and/or poor construction, whether or not such defects and/or physical damage affect the seaworthiness or the class of the Vessel on thepart of the BUILDER and/or its subcontractors, provided that the defects are discovered within a period of twelve (12) months after the date of delivery of theVESSEL and a notice thereof is duly given to the SELLERS as hereinafter provided. For the purpose of this Article, the VESSEL shall include her hull, machinery, equipment and gear, but excludes any parts for the VESSEL which have beensupplied by or on behalf of the BUYER. It is expressly agreed and warranted by the SELLERS that it will procure that the supplier of paints will issue in favour of the BUYER a warranty of paintingquality for underwater paint, when the VESSEL entering into the first dock. 2.Notice of Defects:The BUYER shall notify the SELLERS in writing, or by facsimile confirmed in writing, of any defects for which claim is made under this guarantee aspromptly as possible after discovery thereof. The BUYER’s written notice shall describe the nature and extent of the defects. The SELLERS shall have noobligation for any defects discovered prior to the expiry date of the said twelve (12) months period, unless notice of such defects is received by the SELLERSnot later than twenty (20) Banking days after such expiry date. 3.Remedy of Defects:(a)The SELLERS hereby undertake and warrant that they shall cause the BUILDER to remedy, at the BUILDER’s expense, any defects, against whichthe VESSEL is guaranteed under this Article, by making all necessary repairs or replacements at the Shipyard.(b)However, if it is impractical to bring the VESSEL to the Shipyard, the BUYER may cause the necessary repairs or replacements to be made elsewherewhich is deemed suitable for the purpose, provided that, in such event, the SELLERS may allow the BUILDER to forward or supply replacementparts or materials to the VESSEL, unless forwarding or supplying thereof to the VESSEL would impair or delay the operation or working schedule ofthe VESSEL. In the event that the BUYER proposes to cause the necessary repairs or replacements to be made to the VESSEL at any other shipyard,the BUYER shall first, but in all events as soon as possible, give the SELLERS notice in writing or by facsimile confirmed in writing of the time andplace such repairs will be made, and if the VESSEL is not thereby delayed, or her operation or working schedule is not thereby impaired, theSELLERS shall have the right to verify by its own representative(s) the nature and extents of the defects complained of. The SELLERS shall, in suchcase, promptly advise the BUYER by facsimile or email, after such examination has been completed, of its acceptance or rejection of the defects asones that are covered by the guarantee herein provided. Upon the SELLERS’ acceptance of the defects as justifying remedy under this Article, orupon award of the arbitration so determining, the SELLERS shall immediately cause the BUILDER to pay to the BUYER for such repairs orreplacements a sum equal to the reasonable cost of making the same repairs or replacements in the Shipyard.(c)In any case, the VESSEL shall be taken at the BUYER’s cost and responsibility to the place elected, ready in all respects for such repairs orreplacements.(d)Any dispute under this Article shall be referred arbitration in accordance with the provisions of Article X IV hereof. 30 4.Extent of SELLERS’ Responsibility:(a)The SELLERS shall have no responsibility or liability for any other defects whatsoever in the VESSEL than the defects specified in Paragraph 1 ofthis Article. Nor the SELLERS shall in any circumstances be responsible or liable for any consequential or special losses, damages or expensesincluding, but not limited to, loss of time, loss of profit or earning or demurrage directly or indirectly occasioned to the BUYER by reason of thedefects specified in Paragraph 1 of this Article or due to repairs or other works done to the VESSEL to remedy such defects.(b)The SELLERS shall not be responsible for any defects in any part of the VESSEL which may subsequent to delivery of the VESSEL have beenreplaced or in any way repaired by any other contractor, or for any defects which have been caused or aggravated by omission or improper use andmaintenance of the VESSEL on the part of the BUYER, its servants or agents or by ordinary wear and tear or by any other circumstancewhatsoever beyond the control of the SELLERS.(c)The guarantee contained as hereinabove in this Article replaces and excludes any other liability, guarantee, warranty and/or condition imposed orimplied by the law, customary, statutory or otherwise, by reason of the construction and sale of the VESSEL by the SELLERS for and to theBUYER.(d)The BUYER shall be entitled on or after delivery and acceptance of the Vessel to assign its rights under this Article to any purchaser or bareboatcharterer or financier of the VESSEL with the prior written consent of the SELLERS or the BUILDER and such a consent shall not be unreasonablywithheld. Notice of any such assignment shall be given by the BUYER to the SELLERS for passing on to the BUILDER. (End of Article) 31 ARTICLE XI - RESCISSION BY BUYER 1.Notice:The payments made by the BUYER prior to the delivery of the VESSEL shall be in the nature of advances to the SELLERS. In the event that the BUYERshall exercise its right of termination, cancelation or rescission of this Contract under and pursuant to any of the provisions of this Contract specificallypermitting the BUYER to do so, then the BUYER shall notify the SELLERS in writing or by facsimile or by email confirmed in writing, and such termination,cancelation or rescission shall be effective as of the date notice thereof is received by the SELLERS. 2.Refund by SELLERS:Thereupon the SELLERS shall promptly refund to the BUYER the full amount of all sums paid by the BUYER to the SELLERS on account of the VESSEL,unless the SELLERS proceeds to the arbitration under the provisions of Article XIV hereof. In such event, the SELLERS shall pay the BUYER interest at the rate of six percent ( 6 %) per annum on the amount required herein to be refunded to theBUYER, computed from the respective dates on which such sums were paid by the BUYER to the SELLERS to the date of remittance by transfer of suchrefund to the BUYER by the SELLERS, provided, however, that if the said termination, cancelation or rescission by the BUYER is made under the provisionsof Paragraph 4 of Article IX hereof, then in such event the SELLERS shall not be required to pay any interest. 3.Discharge of Obligations:Upon such refund by the SELLERS to the BUYER, all obligations, duties and liabilities of each of the parties hereto to the other under this Contract shall beforthwith completely discharged. (End of Article) 32 ARTICLE XII - BUYER’S DEFAULT 1.Definition of Default:The BUYER shall be deemed to be in default of performance of its obligations under this Contract in the following cases: (a)If the BUYER fails to pay any of the First and Fourth Installment to the SELLERS within three (3) Banking Days after such Installment becomes dueand payable under the provisions of Article III hereof; or(b)If the Buyer fails to pay the Second and Third Installment to the SELLERS within two (2) Banking Days after such Installment becomes due andpayable under the provisions of Article III hereof; or(c)If the BUYER fails to pay the Fifth Installment, at least three (3) Banking Days of prior to the scheduled Delivery Date of the Vessel, make cashdeposit with the SELLER 1’s Bank for the account of SELLER 1 with remarks of “HULL No. S-K192”; or(d)If the BUYER fails to take delivery of the VESSEL, when the VESSEL is duly tendered for delivery by the SELLERS under the provisions of ArticleVIII hereof. 2.Interest and Charge:If the BUYER is in default to payment as to any Installment as provided in Paragraph 1 (a) (b) and (c) of this Article, the BUYER shall pay interest on suchInstallment at the rate of six percent ( 6 %) per annum from the due date thereof to the date of payment to the SELLERS of the full amount including interest;in case the BUYER shall fail take delivery of the VESSEL as provided in Paragraph 1 (d) of this Article, the BUYER shall be deemed in default of payment ofthe Fifth Installment and shall pay interest thereon at same rate as aforesaid from and including the day on which the VESSEL is tendered for delivery by theSELLERS. In any event default by the BUYER, the BUYER shall also pay all charges and expenses incurred by the SELLERS in consequence of suchdefault. 3.Effect of Default:(a)If any default by the BUYER occurs as provided hereinbefore, the Delivery Date shall be automatically postponed for a period of continuance of suchdefault by the BUYER.(b)If any default by the BUYER continues for a period of fifteen (15) days, the SELLERS may, at its option, rescind this Contract by giving notice ofsuch effect to the BUYER by facsimile or by email confirmed in writing. Upon receipt by the BUYER of such notice of rescission, this Contract shallforthwith become null and void and any of the BUYER’s Supplies become the sole property of the SELLERS. In the event of such rescission of thisContract, the SELLERS shall be entitled to retain any Installment or Installments theretofore paid by the BUYER to the SELLERS on account of thisContract. 33 4.Sale of VESSEL:(a)In the event of rescission of this Contract as above provided, the SELLERS shall have full right and power either to cause the BUILDER to completeor not to complete the VESSEL as it deems fit, and to sell the VESSEL at a public or private sale on such terms and conditions as the SELLERSthinks fit without being answerable for any loss or damage.(b)In the event of the sale of the VESSEL in its completed state, the proceeds of the sale received by the SELLERS shall be applied firstly to payment ofall expenses attending such sale and otherwise incurred by the SELLERS as a result of the BUYER’s default, and then to payment of all unpaidInstallments of the Contract Price and interest on such Installment at the rate of six percent (6%) per annum from the respective due dates thereof tothe date of application.(c)In the event of sale of the VESSEL in its uncompleted state, the proceeds of sale received by the SELLERS shall be applied firstly to all expensesattending such sale and otherwise incurred by the SELLERS as a result of the BUYER’s default, and then to payment of all costs of construction ofthe VESSEL less the Installments so retained by the SELLERS and compensation to the SELLERS for a reasonable loss of profit due to the rescissionof this Contract.(d)In either of the above events of sale, if the proceeds of sale exceeds the total of amounts to which such proceeds are to be applied as aforesaid, theSELLERS shall promptly pay the excess to the BUYER without interest, provided, however, that the amount of such payment to the BUYER shall inno event exceed the total amount of Installments already paid by the BUYER and the cost of the BUYER’s Supplies, if any.(e)If the proceeds of sale are insufficient to pay such total amounts payable as aforesaid, the BUYER shall promptly pay the deficiency to the SELLERSupon request. (End of Article) 34 ARTICLE XIII – INSURANCE 1.Extent of Insurance Coverage:Until the VESSEL is completed, delivered to and accepted by the BUYER, the SELLERS shall cause the BUILDER, at the BUILDER’s cost and expense,keep the VESSEL and all machinery, materials, equipment, appurtenances and outfit, delivered to the Shipyard for the VESSEL or built into, or installed in orupon the VESSEL, except for the BUYER’s Supplies, fully insured with Japanese insurance companies under coverage corresponding to the JapaneseBuilder’s Risks Insurance Clause. The amount of such insurance coverage shall, up to the date of delivery of the VESSEL, be in an amount at least equal to, but not limited to, the aggregate ofthe payment made by the BUYER to the SELLERS. The policy referred to hereinabove shall be taken out in the name of the BUILDER and all losses under such policy shall be payable to the BUILDER. If the BUYER so requests, the SELLERS shall cause the BUILDER at the BUYER’s cost to procure insurance on the VESSEL and all parts, materials,machinery and equipment intended therefore against risks of earthquake, strikes, war peril or other risks not heretofore provided and shall make allarrangement to that end. The cost of such insurance shall be reimbursed to the BUILDER through the SELLERS by the BUYER upon delivery of theVESSEL. 2.Application of Recovered Amount:(a)Partial Loss:In the event the VESSEL shall be damaged by any insured cause whatsoever prior to acceptance thereof by the BUYER and in the further event thatsuch damage shall not constitute an actual or a constructive total loss of the VESSEL, the SELLERS ensure that the BUILDER shall apply theamount recovered under insurance policy referred to in Paragraph 1 of this Article to the repair of such damage satisfactory to the ClassificationSociety without additional costs to the BUYER, and the BUYER shall accept the VESSEL under this Contract if completed in accordance with thisContract and Specifications.(b)Total Loss:However, in the event that the VESSEL is determined to be an actual or constructive total loss, the SELLERS shall by the mutual agreement between the parties hereto,either: i)Proceed in accordance with the terms of this Contract, in which case the amount recovered under said insurance policy shall be applied to thereconstruction of the VESSEL’s damage, provided the parties hereto shall have first agreed in writing as to such reasonable postponement of theDelivery Date and adjustment of other terms of this Contract including the Contract Price as may be necessary for the completion of suchreconstruction; orii)Refund immediately to the BUYER the amount of all Installments paid to the SELLERS under this Contract without any interest, whereupon thisContract shall be deemed to be rescinded and all rights, duties, liabilities and obligations of each of the parties to the other shall terminateforthwith. If the parties hereto fail to reach such agreement within two (2) months after the VESSEL is determined to be an actual or constructive total loss, theprovisions of Sub-paragraph b)ii) as above shall apply. 35 3.Termination of SELLERS’ Obligation to Insure:The SELLERS’ obligation to cause the BULDER to insure the VESSEL hereunder shall cease and terminate forthwith upon delivery thereof and acceptanceby the BUYER.(End of Article) 36 ARTICLE XIV - DISPUTE AND ARBITRATION 1.Proceedings:In the event of any dispute between the parties hereto as to any matter arising out of or relating to this Contract or any stipulations herein or with respect heretowhich cannot be settled by the parties themselves, such dispute shall be submitted to and settled by arbitration held in Tokyo, Japan, by The Japan ShippingExchange, Inc. (hereinafter called the “JSE”) in accordance with the provisions of the Rules of Maritime Arbitration of the JSE, except as hereinafterotherwise specifically provided. Either party desiring to submit such dispute to the arbitration of the JSE shall file with the JSE the written Application for Arbitration, the Statement of Claimand the notice of appointment of an arbitrator accompanied by written acceptance of such arbitrator appointed by such party. Within twenty (20) days after receipt of such documents as aforementioned from the JSE, the other party shall file in turn with the JSE the notice ofappointment of an arbitrator accompanied by written acceptance of such second arbitrator appointed by the other party. These two (2) arbitrators shall bedeemed, in performance of office of arbitration, as the arbitrators appointed by the Tokyo Maritime Arbitration Commission (hereinafter called the “TOMAC”)of the JSE. The third arbitrator to preside over the proceedings shall be appointed by the TOMAC from among such person on the Panel of Members of the TOMAC (orin case of particular need, from among person not so empaneled) as have no concern whatever with the parties or in the subject of such dispute. The three (3) arbitrators thus appointed shall constitute the board of arbitration (hereinafter called the “Arbitration Board”) for the settlement of such dispute. In the event, however, that the said other party should fail to appoint a second arbitrator as aforesaid within twenty (20) days following receipt of thedocuments concerned from the JSE, it is agreed that said other party shall thereby be deemed to have accepted and appointed as its own arbitrator the oneappointed by the party demanding arbitration, and the arbitration shall proceed forthwith before this sole arbitrator who alone, in such event, shall constitutethe Arbitration Board. The award made by the sole arbitrator or by the majority of the three (3) arbitrators, as the case may be, shall be final and binding upon the parties hereto. Ifthe majority of the three (3) arbitrators is not obtained, then the decision of the third arbitrator shall be final and binding upon the parties hereto. Notwithstanding the preceding provisions of this Paragraph, it is recognized that in the event of any dispute or difference of opinion arising in regard to theconstruction of the VESSEL, her machinery or equipment, or concerning the quality of materials or workmanship thereof or thereon, such dispute may bereferred to the Classification Society upon mutual agreement of the parties hereto as far as the Classification Society agrees to determine such dispute. Thedecision of the Classification Society shall be final and binding upon the parties hereto. 37 2.Notice of Award:The award shall immediately be given to the BUYER and the SELLERS in writing or by facsimile or by email confirmed in writing. 3.Expenses:The Arbitrators shall determine which party shall bear the expenses of the arbitration or the portion of such expenses which each party shall bear. 4.Entry in Court:Judgement upon the award may be entered in any court having jurisdiction thereof. 5.Alteration of Delivery Date:In the event of reference to arbitration of any dispute arising out of matters occurring prior to delivery of the VESSEL, the award may include anypostponement of the Delivery Date which the Arbitrators may deem appropriate. (End of Article) 38 ARTICLE XV - RIGHT OF ASSIGNMENT Neither of the parties hereto shall assign this Contract to a third party unless prior consent of the other party is given in writing. In case of assignment by the BUYER, the BUYER shall remain liable under this Contract. This Contract shall ensure to the benefit of and shall be binding upon the lawful successors or the legitimate assigns of either of parties hereto.(End of Article) 39 ARTICLE XVI - TAXES AND DUTIES 1.Taxes and Duties in Japan:The BUILDER and/or the SELLERS shall bear and pay all taxes and duties, dues, imposts, levies and fees of whatsoever nature imposed in Japan inconnection with execution and/or performance of this Contract, excluding any taxes and duties imposed in Japan upon the BUYER’s Supplies. 2.Taxes and Duties outside Japan:The BUYER shall bear and pay all taxes and duties imposed outside Japan in connection with execution and/or performance of this Contract, except for taxesand duties imposed upon those items to be procured by the SELLERS for construction of the VESSEL.(End of Article) 40 ARTICLE XVII - PATENTS, TRADEMARKS, COPYRIGHTS, ETC. 1.Patents, Trademarks and Copyrights:Machinery and equipment of the VESSEL may bear the patent number, trademarks or trade names of the manufactures. The SELLERS shall cause the BUILDER to defend and save harmless the BUYER from patent liability or claims of patent infringement of any nature or kind,including costs and expenses for, or on account of any patented or patentable invention made or used in the performance of this Contract and also includingcosts and expenses of litigation, if any. Nothing contained herein shall be construed as transferring any patent or trademark rights or copyright in equipment covered by this Contract, and all suchright are hereby expressly reserved to the true and lawful owners thereof. The SELLERS’ warranty hereunder does not extend to the BUYER’s Supplies. 2.General Plans, Specifications and Working Drawing:The SELLERS retains all rights of the BUILDER with respect to the Specifications, and plans and working drawings, technical descriptions, calculations, testresults and other data, information and documents concerning the design and construction of the VESSEL and the BUYER undertakes therefore not to disclosethe same or divulge any information contained therein to any third parties, without the prior written consent of the SELLERS, excepting where it is necessaryfor usual operation, repair and maintenance of the VESSEL.(End of Article) 41 ARTICLE XVIII - BUYER’S SUPPLIES 1.Responsibility of BUYER:(a)The BUYER shall, at its own risk, cost and expense, supply and deliver to the SELLERS all of the items to be furnished by the BUYER as specifiedin the Specifications (herein called the “BUYER’s Supplies”) at warehouse or other storage of the Shipyard in the proper condition ready forinstallation in or on the VESSEL, in accordance with the time schedule designated by the SELLERS.(b)In order to facilitate installation by the SELLERS of the BUYER’s Supplies in or on the VESSEL, the BUYER shall furnish the SELLERS withnecessary specifications, plans, drawings, instruction books, manuals, test reports and certificates required by the rules and regulations. The BUYER,if so requested by the SELLERS, shall, without any charge to the SELLERS, cause the representatives of the manufacturers of the BUYER’s Suppliesto assist the SELLERS in installation thereof in or on the VESSEL and/or to carry out installation thereof by themselves or to make necessaryadjustments thereof at the Shipyard.(c)Any and all of the BUYER’s Supplies shall be subject to the SELLERS’ reasonable right of rejection, as and if they are found to be unsuitable or inimproper condition for installation. However, if so requested by the BUYER, the SELLERS may cause the BUILDER to repair or adjust theBUYER’s Supplies without prejudice to the SELLERS’ other rights hereunder and without being responsible for any consequences therefrom. In suchcase, the BUYER shall reimburse the SELLERS for all costs and expenses incurred by the SELLERS in such repair or adjustment and the DeliveryDate shall be automatically postponed for a period of time necessary for such repair or replacement.(d)Should the BUYER fail to deliver any of the BUYER’s Supplies within the time designated, the Delivery Date shall be automatically extended for aperiod of such delay in delivery. In such event, the BUYER shall be responsible and pay to the SELLERS for all losses and damages incurred by theSELLERS by reason of such delay in delivery of the BUYER’s Supplies and such payment shall be made upon delivery of the VESSEL.(e)If delay in delivery of any of the BUYER’s Supplies exceeds thirty (30) days, then, the SELLERS shall be entitled to proceed with construction of theVESSEL without installation thereof in or on the VESSEL, without prejudice to the SELLERS’ other right as hereinabove provided, and the BUYERshall accept and take delivery of the VESSEL so constructed. 42 2.Responsibility of SELLERS:The SELLERS shall be responsible for storing and handling with reasonable care of the BUYER’s Supplies after delivery thereof at the Shipyard, and shall, atits own cost and expense, cause the BUILDER to install them in or on the VESSEL, unless otherwise provided herein or agreed by the parties hereto,provided, always, that the SELLERS shall not be responsible for quality, efficiency and/or performance of any of the BUYER’s Supplies. If any of the BUYER's Supplies are lost or damaged while in the custody of the BUILDER or SELLERS due to negligence or willful misconduct ofthe BUILDER or SELLERS or its employees, the Seller shall be responsible for such loss or damage and shall either replace the lost or damageditems or reimburse the BUYER accordingly, at the BUYER’s option.(End of Article) 43 ARTICLE XIX - NOTICE 1.Address:Any and all notices and communications in connection with this Contract shall be addressed as follows: To the BUYER:THALIA SHIPHOLDING S.A.c/o GLOBUS SHIPMANAGEMENT CORP.128 Vouliagmenis Avenue16674 Glyfada, GREECETel:Fax:Email: To the SELLER 1:GIANT LINE INC., S.A.c/o No. 1-4-52, Koura-cho, Imabari-city, Ehime-Pref., JapanTel:Fax:Email: To the SELLER 2:NIHON SHIPYARD CO., LTD.1-5-1, Yuraku-cho, Chiyoda-ku, Tokyo Prefecture, JapanTel:Fax:Email: 2.Language:Any and all notices and communications in connection with this Contract shall be written in the English language. (End of Article) 44 ARTICLE XX - EFFECTIVE DATE OF CONTRACT This Contract shall become effective as from the date of execution hereof by the BUYER and the SELLERS. (End of Article) 45 ARTICLE XXI - INTERPRETATION 1.Laws Applicable:The parties hereto agree that the validity and interpretation of this Contract and of each Article and part thereof shall be governed by the laws of Japan. 2.Discrepancies:All general language or requirements embodied in the Specifications are intended to amplify, explain implement the requirements of this Contract. However, inthe event that any language or requirements so embodied permit of an interpretation inconsistent with any provisions of this Contract, then, in each and everysuch event, the applicable provisions of this Contract shall prevail and govern. The Specifications and Plan are also intended to explain each other, andanything shown on the Plan and not stipulated in the Specifications or stipulated in the Specifications and not shown on the Plan shall be deemed andconsidered as if embodied in both. In the event of conflict between the Specifications and Plan, Specifications shall prevail and govern. 3.Entire Agreement:This Contract contains the entire agreement and understanding between the parties hereto and supersedes all prior negotiations, representations, undertakingsand agreements on any subject matter of this Contract. 4.Confidentiality:Neither Party shall disclose the Contract Price, terms and deal to any third party and will take reasonable steps to keep private and confidential informationknown only to those parties directly involved. Either Party may disclose confidential information if it is required to do so under any applicable law, regulationor rules of a recognized stock exchange, or pursuant to an order from a court or an administrative or regulatory agency having competent jurisdiction unlessprior consent of the other party is given in writing.(End of Article) 46 IN WITNESS WHEREOF, the parties hereto have caused this Contract to be duly executed the day and year first above written in Greece. Two (2) original Contract copies are to be made, and possessed by the Buyer and Seller 1. BUYER: THALIASHIPHOLDING S.A. /s/ Athanasios Feidakis By: Athanasios FeidakisTitle: Vice President/Director SELLER 1: GIANT LINEINC., S.A. /s/ Hidemi Kameda By: Hidemi KamedaTitle: Attorney-in-fact SELLER 2: NIHONSHIPYARD CO., LTD. /s/ Hidemi Kameda By: Hidemi KamedaTitle: Attorney-in-fact Exhibit 4.23 1. Shipbroker2. Place and dateGreece, 23 February 20243. Owners/Place of business (Cl. 1)SK Shipholding S.A.Edificio Comosa, Avenidas Samuel Lewis y Manuel M. Ycaza, and Postoffice Box Number 4150, Panama City, Republic of Panama, fullyguaranteed by Shinken Bussan Co., Ltd.4. Bareboat Charterers/Place of business (Cl. 1)Daxos Maritime Limitedof Majuro, Marshall IslandsFully guaranteed by Globus Maritime Limited5. Vessel’s name, call sign and flag (Cl. 1 and 3)MV "GLBS MIGHT"V7A6481Marshall Islands6. Type of VesselUltramax Bulk Carrier7. GT/NTGT ABT 36800 / NT ABT 21100 8. When/Where builtYear: 2024Yard: NANTONG COSCO KHI SHIP ENGINEERING CO., LTD.9. Total DWT (abt.) in metric tons on summer freeboardABT 6420510. Classification Society (Cl. 3)ABS11. Date of last next special survey by the Vessel’s classification societyOn delivery date of the Vessel from the shipyard and uponcertificates issuance12 Further particulars of Vessel (also indicate minimum number of months’ validity of class certificates agreed acc. to Cl. 3)N/A13. Port or Place of delivery (Cl. 3)As per Clause 32 (b) hereof14. Time for delivery (Cl. 4) As perClause 32 (b) hereof15. Cancelling date (Cl. 5)N/A16. Port or Place of redelivery (Cl. 15)As per Clauses 42 and 5017. No. of months' validity of trading and class certificates uponredelivery (Cl. 15) Minimum three (3) months18. Running days’ notice if other than stated in Cl. 4N/A19. Frequency of dry-docking (Cl. 10(g))As per Classification Society and flag state requirements20. Trading limits (Cl. 6)Trading range: Worldwide within International Navigational Conditions with the Charterers' option to break same paying extra insurances, butalways in accordance with Clauses 13 and 40.21. Charter period (Cl. 2)As per Clause 34 hereof22. Charter hire (Cl. 11)As per Clause 35 hereof23. New class and other safety requirements (state percentage of Vessel's insurance value acc. to Box 29)(Cl. 10(a)(ii))N/A24. Rate of interest payable acc. to Cl. 11 (f) and, if applicable, acc. to PART IVAs per Clause 35 and 3625. Currency and method of payment (Cl. 11)United States Dollars payable monthly in advance. Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon documentwill constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. 1 26. Place of payment; also state beneficiary and bank account (Cl. 11)As per Clause 36 (a) hereof27. Bank guarantee/bond (sum and place) (Cl. 24) (optional)N/A28. Mortgage(s), if any (state whether 12(a) or (b) applies; if 12(b) applies statedate of Financial Instrument and name of Mortgagee(s)/Place of business)(Cl. 12)As per Clause 44 hereof29. Insurance (hull and machinery and war risks) (state value acc. to Cl.13(f) or, if applicable, acc. to Cl. 14(k)) (also state if Cl. 14 applies)As per Clause 40 hereof30. Additional insurance cover, if any, for Owners’ account limited to (Cl. 13(b) or,if applicable, Cl. 14(g))As per Clause 40(c) hereof31. Additional insurance cover, if any, for Charterers’ account limited to(Cl. 13(b) or, if applicable, Cl. 14(g))As per Clause 40(c) (ii) hereof32. Latent defects (only to be filled in if period other than stated in Cl. 3)N/A33. Brokerage commission and to whom payable (Cl. 27)N/A34. Grace period (state number of clear banking days) (Cl. 28)As per Clause 41 hereof35. Dispute Resolution (state 30(a), 30(b) or 30(c); if 30(c) agreed Placeof Arbitration must be stated (Cl. 30)(a) English law, London arbitration36. War cancellation (indicate countries agreed) (Cl. 26(f))the United States of America; Russia; the United Kingdom; France; and the People’s Republic of China; Greece; Japan37. Newbuilding Vessel (indicate with “yes” or “no” whether PART III applies)(optional)No38. Name and place of Builders (only to be filled in if PART III applies)N/A39. Vessel’s Yard Building No. (only to be filled in if PART III applies)N/A40. Date of Building Contract (only to be filled in if PART III applies)N/A41. Liquidated damages and costs shall accrue to (state party acc. to Cl. 1)a) N/Ab) N/Ac) N/A42. Hire/Purchase agreement (indicate with “yes” or “no” whether PART IVapplies) (optional)No43. Bareboat Charter Registry (indicate with “yes” or “no” whetherPART V applies) (optional)Yes, in the Charterers' option44. Flag and Country of the Bareboat Charter Registry (only to be filled in ifPART V applies)N/A45. Country of the Underlying Registry (only to be filled in if PART Vapplies)N/A46. Number of additional clauses covering special provisions, if agreedClauses 32 to 57 and Annex 1, 2, 3 and 4 PREAMBLE - It is mutually agreed that this Contract shall be performed subject to the conditions contained in this Charter which shall include PART I andPART II. In the event of a conflict of conditions, the provisions of PART I shall prevail over those of PART II to the extent of such conflict but no further. Itis further mutually agreed that PART III and/or PART IV and/or PART V shall only apply and only form part of this Charter if expressly agreed and statedin Boxes 37, 42 and 43. If PART III and/or PART IV and/or PART V apply, it is further agreed that in the event of a conflict of conditions, the provisions ofPART I and PART II shall prevail over those of PART III and/or PART IV and/or PART V to the extent of such conflict but no further. Signature (Charterers)/s/ Angelos MichasAngelos Michas, Attorney-in-factSignature (Owners)/s/ Hiroyuki SawakoshiSK SHIPHOLDING S.A., Mr. Hiroyuki Sawakoshi, Presidend Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon documentwill constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. 2 1.Definitions In this Charter, the following terms shall have the meanings hereby assigned to them: “The Owners” shall mean theparty identified in Box 3.“The Charterers” shall mean the party identified in Box 4. “The Vessel” shall mean the vessel named in Box 5 and with particulars as stated in Boxes 6 to 12. “Financial Instrument” means the mortgage, deed of covenant or other such financial security instrument as annexed to this Charter and statedin Box 28. "Leasing Document" mean this Agreement, the MOA, any guarantee executed pursuant to the terms of this Agreement, anyassignment of insurances and any quiet enjoyment letter. “The Builder” shall mean NANTONG COSCO KHI SHIP ENGINEERING CO., LTD. “Building Contract” shall mean a ship building contract dated 13 May 2022 together with any and all addenda and/or supplements and/oramendments thereto entered into between the Charterers as the buyer and the Builder as the builder. 2.Charter Period In consideration of the hire detailed in Box 22, the Owners have agreed to let and the Charterers have agreed to hire the Vessel for the periodstated in Box 21Clause 34 (“The Charter Period”). 3.Delivery See Clause 32 (not applicable when Part III applies, as indicated in Box 37) (a)The Owners shall before and at the time of delivery exercise due diligence to make the Vessel seaworthy and in every respect ready in hull,machinery and equipment for service under this Charter. The Vessel shall be delivered by the Owners and taken over by the Charterers at the port or place indicated in Box 13 in such ready safe berthas the Charterers may direct. (b) The Vessel shall be properly documented on delivery in accordance with the laws of the flag state indicated in Box 5 and the requirements ofthe classification society stated in Box 10. The Vessel upon delivery shall have her survey cycles up to date and trading and class certificatesvalid for at least the number of months agreed in Box 12. (c) The delivery of the Vessel by the Owners and the taking over of the Vessel by the Charterers shall constitute a full performance by theOwners of all the Owners’ obligations under this Clause 3, and thereafter the Charterers shall not be entitled to make or assert any claimagainst the Owners on account of any conditions, representations or warranties expressed or implied with respect to the Vessel but the Ownersshall be liable for the cost of but not the time for repairs or renewals occasioned by latent defects in the Vessel, her machinery orappurtenances, existing at the time of delivery under this Charter, provided such defects have manifested themselves within twelve (12)months after delivery unless otherwise provided in Box 32. 4.Time for Delivery See Clause 32 (not applicable when Part III applies, as indicated in Box 37) The Vessel shall not be delivered before the date indicated in Box 14 without the Charterers’ consent and the Owners shall exercise duediligence to deliver the Vessel not later than the date indicated in Box 15. Unless otherwise agreed in Box 18, the Owners shall give the Charterers not less than thirty (30) running days’ preliminary and not less thanfourteen (14) running days’ definite notice of the date on which the Vessel is expected to be ready for delivery. The Owners shall keep theCharterers closely advised of possible changes in the Vessel’s position. 3 5.Cancelling (not applicable when Part III applies, as indicated in Box 37) Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon documentwill constitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. 4 (a) Should the Vessel not be delivered latest by the cancelling date indicated in Box 15, the Charterers shall have the option of cancelling thisCharter by giving the Owners notice of cancellation within thirty-six (36) running hours after the cancelling date stated in Box 15, failingwhich this Charter shall remain in full force and effect. (b) If it appears that the Vessel will be delayed beyond the cancelling date, the Owners may, as soon as they are in a position to state withreasonable certainty the day on which the Vessel should be ready, give notice thereof to the Charterers asking whether they will exercise theiroption of cancelling, and the option must then be declared within one hundred and sixty-eight (168) running hours of the receipt by theCharterers of such notice or within thirty-six (36) running hours after the cancelling date, whichever is the earlier. If the Charterers do not thenexercise their option of cancelling, the seventh day after the readiness date stated in the Owners’ notice shall be substituted for the cancellingdate indicated in Box 15 for the purpose of this Clause 5. (c)Cancellation under this Clause 5 shall be without prejudice to any claim the Charterers may otherwise have on the Owners under this Charter. 6.Trading Restrictions The Vessel shall be employed in lawful trades for the carriage of suitable lawful merchandise within the trading limits indicated in Box 20. The Charterers undertake not to employ the Vessel or suffer the Vessel to be employed otherwise than in conformity with the terms of thecontracts of insurance (including any warranties expressed or implied therein) without first obtaining the consent of the insurers to suchemployment and complying with such requirements as to extra premium or otherwise as the insurers may prescribe. The Charterers also undertake not to employ the Vessel or suffer her employment in any trade or business which is forbidden by the law ofany country to which the Vessel may sail and/or any country to which the Vessel may sail, and/or United States of America and/orEuropean Union and/or United Kingdom and/or Japan and/or the United Nations sanctions, and/or International Regulations which theVessel shall be subject to or is otherwise illicit or in carrying illicit or prohibited goods or in any manner whatsoever which may render herliable to condemnation, destruction, seizure or confiscation. Notwithstanding any other provisions contained in this Charter it is agreed that nuclear fuels or radioactive products or waste are specificallyexcluded from the cargo permitted to be loaded or carried under this Charter. This exclusion does not apply to radio-isotopes used or intendedto be used for any industrial, commercial, agricultural, medical or scientific purposes provided the Owners’ prior approval has been obtainedto loading thereof. The Charterers shall not expose the Vessel in breach of any regulation imposing trade and economic sanctions orprohibition imposed by the authorities of the United States of America, European Union, United Kingdom, Japan or the United Nations.Similarly, the Owners shall not expose the Charterers to any regulation imposing trade and economic sanction or prohibition imposed by theauthorities of the United States of America, European Union, United Kingdom, Japan or the United Nations. 7.Surveys on Delivery and Redelivery (not applicable when Part III applies, as indicated in Box 37) The Owners and Charterers shall each appoint surveyors for the purpose of determining and agreeing in writing the condition of the Vessel atthe time of delivery and redelivery hereunder. The Owners shall bear all expenses of the On-hire Survey including loss of time, if any, and theCharterers shall bear all expenses of the Off-hire Survey including loss of time, if any, at the daily equivalent to the rate of hire or pro ratathereof. 8.Inspection Also see Clause 39. Subject to Clause 39, the Owners shall have the right at any time after giving reasonable notice to the Charterers to inspect or survey theVessel or instruct a duly authorised and competent surveyor to carry out such survey on their behalf provided it does not interfere with theoperation of the Vessel and/or crew: (a) to ascertain the condition of the Vessel and satisfy themselves that the Vessel is being properly repaired and maintained. Thecosts and fees for such inspection or survey shall be paid by the Owners unless the Vessel is found to require repairs or maintenance in orderto achieve the condition so provided; 5 (b) in dry-dock if the Charterers have not dry-docked Her in accordance with Clause 10(g). The costs and fees for suchinspection or survey shall be paid by the Charterers; and (c) for any other commercial reason they consider necessary (provided it does not unduly interfere with the commercialoperation of the Vessel). The costs and fees for such inspection and survey shall be paid by the Owners. All time used in respect of inspection, survey or repairs shall be for the Charterers’ account and form part of the Charter Period. The Charterers shall also permit the Owners to inspect the Vessel’s log books whenever reasonably requested and shall whenever required bythe Owners furnish them with full information regarding any casualties or other accidents or damage to the Vessel. 9.Inventories, Oil and Stores See Clause 54 A complete inventory of the Vessel’s entire equipment, outfit including spare parts, appliances and of all consumable stores on board theVessel shall be made by the Charterers in conjunction with the Owners on delivery and again on redelivery of the Vessel. The Charterers andthe Owners, respectively, shall at the time of delivery and redelivery take over and pay for all bunkers, lubricating oil, unbroached provisions,paints, ropes and other consumable stores (excluding spare parts) in the said Vessel at the then current market prices at the ports of deliveryand redelivery, respectively. The Charterers shall ensure that all spare parts listed in the inventory and used during the Charter Period arereplaced at their expense prior to redelivery of the Vessel. 10.Maintenance and Operation (a)(i) Maintenance and Repairs - During the Charter Period the Vessel shall be in the full possession and at the absolute disposal for all purposesof the Charterers and under their complete control in every respect. The Charterers shall maintain the Vessel, her machinery, boilers,appurtenances and spare parts in a good state of repair, in efficient operating condition and in accordance with good commercial maintenancepractice and, except as provided for in Clause 14(l), if applicable, at their own expense they shall at all times keep the Vessel’s Class fully upto date with the Classification Society indicated in Box 10 and maintain all other necessary certificates in force at all times. (ii) New Class and Other Safety Requirements - In the event of any improvement, structural changes or new equipment becomingnecessary for the continued operation of the Vessel by reason of new class requirements or by compulsory legislation costing (excluding theCharterers’ loss of time) more than the percentage stated in Box 23, or if Box 23 is left blank, 5 per cent of the Vessel’s insurance value asstated in Box 29, then the extent, if any, to which the rate of hire shall be varied and the ratio in which the cost of compliance shall be sharedbetween the parties concerned in order to achieve a reasonable distribution thereof as between the Owners and the Charterers having regard,inter alia, to the length of the period remaining under this Charter shall, in the absence of agreement, be referred to the dispute resolutionmethod agreed in Clause 30 for the Charterers’ account. Notwithstanding the foregoing, Charterers are allowed to make improvements andinstall equipment to the Vessel, provided cost of same to be for Charterers’ account. (iii) Financial Security - The Charterers shall maintain financial security or responsibility in respect of third party liabilities as required byany government, including federal, state or municipal or other division or authority thereof, to enable the Vessel, without penalty or charge,lawfully to enter, remain at, or leave any port, place, territorial or contiguous waters of any country, state or municipality in performance ofthis Charter without any delay. This obligation shall apply whether or not such requirements have been lawfully imposed by such governmentor division or authority thereof. The Charterers shall make and maintain all arrangements by bond or otherwise as may be necessary to satisfy such requirements at theCharterers’ sole expense and the Charterers shall indemnify the Owners against all consequences whatsoever (including loss of time) for anyfailure or inability to do so. Operation of the Vessel - The Charterers shall at their own expense and by their own procurement man, victual, navigate, operate, supply, fueland, whenever required, repair the Vessel during the Charter Period and they shall pay all charges and expenses of every kind and naturewhatsoever incidental to their use and operation of the Vessel under this Charter, including annual flag state fees and any foreign generalmunicipality and/or state taxes. The Master, officers and crew of the Vessel shall be the servants of the Charterers for all purposes whatsoever,even if for any reason appointed by the Owners. 6 Charterers shall comply with the regulations regarding officers and crew in force in the country of the Vessel’s flag or any other applicablelaw. (b)The Charterers shall keep the Owners and the mortgagee(s) advised of the intended employment, planned dry- docking and major repairs ofthe Vessel, as reasonably required. (c)Flag and Name of Vessel – During the Charter Period, the Charterers shall have the liberty to paint the Vessel in their own colours, install anddisplay their funnel insignia and fly their own house flag. The Charterers shall also have the liberty, with the Owners’ consent, which shall notbe unreasonably withheld, to change the flag and/or the name of the Vessel during the Charter Period. Painting and re-painting, instalment andre-instalment, registration and re-registration, if required by the Owners, shall be at the Charterers’ expense and time. See Clauses 37 and 43 (d)Changes to the Vessel – Subject to Clause 10(a)(ii), the Charterers shall make no structural changes in the Vessel or changes in the machinery,boilers, appurtenances or spare parts thereof without in each instance first securing the Owners’ approval thereof. If the Owners so agree, theCharterers shall, if the Owners so require, restore the Vessel to its former condition before the termination of this Charter. See Clause 38 (e)Use of the Vessel’s Outfit, Equipment and Appliances - The Charterers shall have the use of all outfit, equipment, and appliances on board theVessel at the time of delivery, provided the same or their substantial equivalent shall be returned to the Owners on redelivery, if such isrequired under the Charter, in substantially the same good order and condition as when received, ordinary wear and tear excepted. TheCharterers shall from time to time during the Charter Period replace such items of equipment as shall be so damaged or worn as to be unfit foruse. The Charterers are to procure that all repairs to or replacement of any damaged, worn or lost parts or equipment be effected in suchmanner (both as regards workmanship and quality of materials) as not to diminish the value of the Vessel. The Charterers have the right to fitadditional equipment at their expense and risk. The Charterers have the right to fit additional equipment at their expense and risk but theCharterers shall remove such equipment at the end of the period if requested by the Owners. Any equipment including radio equipment onhire on the Vessel at time of delivery shall be kept and maintained by the Charterers and the Charterers shall assume the obligations andliabilities in respect thereofof the Owners under any lease contracts in connection therewith and shall reimburse the Owners for all expensesincurred in connection therewith, also for any new equipment required in order to comply with radio regulations. (f)Periodical Dry-Docking - The Charterers shall dry-dock the Vessel and clean and paint her underwater parts whenever the same may benecessary, but not less than once during the period stated in Box 19 or, if Box 19 has been left blank, every sixty (60) calendar months afterdelivery or such other period as may be required by the Classification Society or flag state. 11.Hire Also see Clauses 35 and 36 (a)The Charterers shall pay hire due to the Owners punctually in accordance with the terms of this Charter in respect of which time shall be ofthe essence. (b) The Charterers shall pay to the Owners for the hire of the Vessel a lump sum in the amount indicated in Box 22 which shall be payable notlater than every thirty (30) running days in advance, the first lump sum being payable on the date and hour of the Vessel’s delivery to theCharterers. Hire shall be paid continuously throughout the Charter Period. (c)Payment of hire shall be made in cash without discount in the currency and in the manner indicated in Box 25 and at the place mentioned inBox 26. (d) Final payment of hire, if for a period of less than thirty (30) running days, shall be calculated proportionally according to the number of daysand hours remaining before redelivery and advance payment to be effected accordingly. (e) Should the Vessel be lost or missing, hire shall cease from the date and time when she was lost or last heard of. 7 The date upon which the Vessel is to be treated as lost or missing shall be ten (10) days after the Vessel was last reported or when the Vessel isposted as missing by Lloyd’s, whichever occurs first. Any hire paid in advance tobe adjusted accordingly. (f) Any delay in payment of hire shall entitle the Owners to interest at the rate per annum as agreed in Box 24. If Box 24 has not been filled in,the three months Interbank offered rate in London (LIBOR or its successor) for the currency stated in Box 25, as quoted by the BritishBankers’ Association (BBA) on the date when the hire fell due, increased by 2 per cent, shall apply. (g) Payment of interest due under sub-clause 11(f) shall be made within seven (7) running days of the date of the Owners’ invoice specifying theamount payable or, in the absence of an invoice, at the time of the next hire payment date. 12.Mortgage See Clause 44 (only to apply if Box 28 has been appropriately filled in) (a) *The Owners warrant that they have not effected any mortgage(s) of the Vessel and that they shall not effect any mortgage(s) without the priorconsent of the Charterers, which shall not be unreasonably withheld. (b)*The Vessel chartered under this Charter is financed by a mortgage according to the Financial Instrument. The Charterers undertake to comply, and provide such information and documents to enable the Owners to comply, with all such instructionsor directions in regard to the employment, insurances, operation, repairs and maintenance of the Vessel as laid down in the FinancialInstrument or as may be directed from time to time during the currency of the Charter by the mortgagee(s) in conformity with the FinancialInstrument. The Charterers confirm that, for this purpose, they have acquainted themselves with all relevant terms, conditions and provisionsof the Financial Instrument and agree to acknowledge this in writing in any form that may be required by the mortgagee(s). The Ownerswarrant that they have not effected any mortgage(s) other than stated in Box 28 and that they shall not agree to any amendment of themortgage(s) referred to in Box 28 or effect any other mortgage(s) without the prior consent of the Charterers, which shall not be unreasonablywithheld. *(Optional, Clauses 12(a) and 12(b) are alternatives; indicate alternative agreed in Box 28). 13.Insurance and Repairs Also see Clause 40 (a)Subject to and without prejudice to the provisions of Clause 40, dDuring the Charter Period the Vessel shall be kept insured by the Charterersat their expense against hull and machinery, war and Protection and Indemnity risks (and any risks against which it is compulsory to insure forthe operation of the Vessel, including maintaining financial security in accordance with sub-clause 10(a)(iii)) in such form as the Owners shallin writing approve, which approval shall not be unreasonably withheld. Such insurances shall be arranged by the Charterers to protect theinterests of both the Owners and the Charterers and the mortgagee(s)(if any), and the Charterers shall be at liberty to protect under suchinsurances the interests of any managers they may appoint. Insurance policies shall cover the Owners and the Charterers according to theirrespective interests. Subject to the provisions of the Financial Instrument, if any, and the approval of the Owners and the insurers, the Charterers shall effect allinsured repairs and shall undertake settlement and reimbursement from the insurers of all costs in connection with such repairs as well asinsured charges, expenses and liabilities to the extent of coverage under the insurances herein provided for. The Charterers also to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all otherrepairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurances. All time used for repairs under the provisions of sub-clause 13(a) and for repairs of latent defects according to Clause 3(c) above, includingany deviation, shall be for the Charterers’ account. (b)If the conditions of the above insurances permit additional insurance to be placed by the parties, such cover shall be limited to the amount foreach party set out in Box 30 and Box 31, respectively. The Owners or the Charterers as the case may be shall immediately furnish the otherparty with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of theinsurers of any such required insurance in any case where the consent of such insurers is necessary. 8 (c)The Charterers shall upon the request of the Owners, provide information and promptly execute such documents as may be reasonablyrequired to enable the Owners to comply with the insurance provisions of the Financial Instrument. Cost and time, if any, for Owners'account. (d) Subject to the provisions of the Financial Instrument, if any, should the Vessel become an actual, constructive, compromised or agreed totalloss under the insurances required under sub-clause 13(a), all insurance payments for such loss shall be paid to the Owners who shalldistribute the moneys between the Owners and the Charterers according to their respective interests. The Charterers undertake to notify theOwners and the mortgagee(s), if any, of any occurrences in consequence of which the Vessel is likely to become a total loss as defined in thisClause. See Clause 40 (e)The Owners shall upon the request of the Charterers, promptly execute such documents as may be required to enable the Charterers toabandon the Vessel to insurers and claim a constructive total loss. (f)For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub- clause 13(a), the value of theVessel is the sum indicated in Box 29. See Clause 40 14.Insurance, Repairs and Classification (Optional, only to apply if expressly agreed and stated in Box 29, in which event Clause 13 shall be considered deleted). (a) During the Charter Period the Vessel shall be kept insured by the Owners at their expense against hull and machinery and war risks under theform of policy or policies attached hereto. The Owners and/or insurers shall not have any right of recovery or subrogation against theCharterers on account of loss of or any damage to the Vessel or her machinery or appurtenances covered by such insurance, or on account ofpayments made to discharge claims against or liabilities of the Vessel or the Owners covered by such insurance. Insurance policies shall coverthe Owners and the Charterers according to their respective interests. (b) During the Charter Period the Vessel shall be kept insured by the Charterers at their expense against Protection and Indemnity risks (and anyrisks against which it is compulsory to insure for the operation of the Vessel, including maintaining financial security in accordance with sub-clause 10(a)(iii)) in such form as the Owners shall in writing approve which approval shall not be unreasonably withheld. (c)In the event that any act or negligence of the Charterers shall vitiate any of the insurance herein provided, the Charterers shall pay to theOwners all losses and indemnify the Owners against all claims and demands which would otherwise have been covered by such insurance. (d) The Charterers shall, subject to the approval of the Owners or Owners’ Underwriters, effect all insured repairs, and the Charterers shallundertake settlement of all miscellaneous expenses in connection with such repairs as well as all insured charges, expenses and liabilities, tothe extent of coverage under the insurances provided for under the provisions of sub-clause 14(a). The Charterers to be secured reimbursement through the Owners’ Underwriters for such expenditures upon presentation of accounts. (e) The Charterers to remain responsible for and to effect repairs and settlement of costs and expenses incurred thereby in respect of all otherrepairs not covered by the insurances and/or not exceeding any possible franchise(s) or deductibles provided for in the insurances. (f) All time used for repairs under the provisions of sub-clauses 14(d) and 14(e) and for repairs of latent defects according to Clause 3 above,including any deviation, shall be for the Charterers’ account and shall form part of the Charter Period. The Owners shall not be responsible for any expenses as are incident to the use and operation of the Vessel for such time as may be requiredto make such repairs. 9 (g) If the conditions of the above insurances permit additional insurance to be placed by the parties such cover shall be limited to the amount foreach party set out in Box 30 and Box 31, respectively. The Owners or the Charterers as the case may be shall immediately furnish the otherparty with particulars of any additional insurance effected, including copies of any cover notes or policies and the written consent of theinsurers of any such required insurance in any case where the consent of such insurers is necessary. (h) Should the Vessel become an actual, constructive, compromised or agreed total loss under the insurances required under sub-clause 14(a), allinsurance payments for such loss shall be paid to the Owners, who shall distribute the moneys between themselves and the Charterersaccording to their respective interests. (i)If the Vessel becomes an actual, constructive, compromised or agreed total loss under the insurances arranged by the Owners in accordancewith sub-clause 14(a), this Charter shall terminate as of the date of such loss. (j)The Charterers shall upon the request of the Owners, promptly execute such documents as may be required to enable the Owners to abandonthe Vessel to the insurers and claim a constructive total loss. (k)For the purpose of insurance coverage against hull and machinery and war risks under the provisions of sub- clause 14(a), the value of theVessel is the sum indicated in Box 29. (l) Notwithstanding anything contained in sub-clause 10(a), it is agreed that under the provisions of Clause 14, if applicable, the Owners shallkeep the Vessel’s Class fully up to date with the Classification Society indicated in Box 10 and maintain all other necessary certificates inforce at all times. 15.Redelivery See Clauses 42 and 50 At the expiration of the Charter Period the Vessel shall be redelivered by the Charterers to the Owners at a safe and ice-free port or place asindicated in Box 16, in such ready safe berth as the Owners may direct. The Charterers shall give the Owners not less than thirty (30) runningdays’ preliminary notice of expected date, range of ports of redelivery or port or place of redelivery and not less than fourteen (14) runningdays’ definite notice of expected date and port or place of redelivery. Any changes thereafter in the Vessel’s position shall be notified immediately to the Owners. The Charterers warrant that they will not permit the Vessel to commence a voyage (including any preceding ballast voyage) which cannotreasonably be expected to be completed in time to allow redelivery of the Vessel within the Charter Period. Notwithstanding the above,should the Charterers fail to redeliver the Vessel within the Charter Period, the Charterers shall pay the daily equivalent to the rate of hirestated in Box 22 plus 10 per cent or to the market rate, whichever is the higher, for the number of days by which the Charter Period isexceeded. All other terms, conditions and provisions of this Charter shall continue to apply. Subject to the provisions of Clause 10, the Vessel shall be redelivered to the Owners in the same or as good structure, state, condition andclass as that in which she was delivered, fair wear and tear not affecting class excepted. The Vessel upon redelivery shall have her survey cycles up to date and trading and class certificates valid for at least the number of monthsagreed in Box 17. 16.Non-Lien The Charterers will not suffer, nor permit to be continued, any lien or encumbrance (other than any Permitted Encumbrance) incurred by themor their agents, which might have priority over the title and interest of the Owners in the Vessel. The Charterers further agree to fasten to theVessel in a conspicuous place and to keep so fastened during the Charter Period a notice reading as follows: “This Vessel is the property of (name of Owners). It is under charter to (name of Charterers) and by the terms of the Charter Party neither theCharterers nor the Master have any right, power or authority to create, incur or permit to be imposed on the Vessel any lien whatsoever.” 10 “Permitted Encumbrance” means:(a) any encumbrance created or to be created in accordance with a Leasing Document;(b) any liens incurred in the ordinary course of trading and/or operating the Vessel and not more than thirty (30) days overdue unless theCharterers are contesting the claim giving rise to such lien in good faith by appropriate steps;(c) liens for unpaid crews' wages and salvage and liens incurred in the ordinary course of trading the Vessel up to an aggregate amount atany time not exceeding US$1,000,000;(d) any encumbrance arising by operation of law in respect of taxes which are not overdue for payment or taxes which are overdue forpayment but which are being contested in good faith by appropriate steps and in respect of which adequate reserves have been made;(e) liens for master's disbursements incurred in the ordinary course of trading;(f) any encumbrance created or to be created by the Owners in favour of the Mortgagee in accordance with the relevant FinancialInstrument subject to and in accordance with the terms of this Charter (including but not limited subject to the provisions of a QuietEnjoyment Letter); and(g) any encumbrance which has the prior written approval of the Owners. 17.Indemnity (a)The Charterers shall indemnify the Owners against any loss, damage or expense incurred by the Owners arising out of or in relation to theoperation of the Vessel by the Charterers, and against any lien of whatsoever nature arising out of an event occurring during the CharterPeriod. If the Vessel be arrested or otherwise detained by reason of claims or liens arising out of her operation hereunder by the Charterers,the Charterers shall at their own expense take all reasonable necessary steps to secure that within a reasonable time the time frame set out inClause 41(b)(5) the Vessel is released, including the provision of bail. Without prejudice to the generality of the foregoing, the Charterers agree to indemnify the Owners against all consequences or liabilities arising fromthe Master, officers or agents signing Bills of Lading or other documents. (b)If the Vessel be arrested or otherwise detained by reason of a claim or claims against the Owners, the Owners shall at their own expense takeall reasonable necessary steps to promptly and as soon as possible but no later than 30 days after such arrest or detention secure that within areasonable time the Vessel is released, including the provision of bail. In such circumstances the Owners shall indemnify the Charterers against any loss, damage or expense incurred by the Charterers (includinghire paid under this Charter) as a direct consequence of such arrest or detention. 18.Lien The Owners to have a lien upon all cargoes, sub-hires and sub-freights belonging or due to the Charterers or any sub-charterers and any Billof Lading freight for all claims under this Charter, and the Charterers to have a lien on the Vessel for all moneys paid in advance and notearned. 19.Salvage All salvage and towage performed by the Vessel shall be for the Charterers’ benefit and the cost of repairing damage occasioned thereby shallbe borne by the Charterers. 20.Wreck Removal In the event of the Vessel becoming a wreck or obstruction to navigation the Charterers shall indemnify the Owners against any sumswhatsoever which the Owners shall become liable to pay and shall pay in consequence of the Vessel becoming a wreck or obstruction tonavigation. 21.General Average The Owners shall not contribute to General Average. 22.Assignment, Sub-Charter and Sale (a)The Charterers shall not assign this Charter nor sub-charter the Vessel on a bareboat basis except with the prior consent in writing of theOwners, which shall not be unreasonably withheld, and subject to such terms and conditions as the Owners shall approve. 11 (b)The Owners shall not sell the Vessel during the currency of this Charter except with the prior written consent of the Charterers, which shallnot be unreasonably withheld, and subject to the buyer accepting an assignment novation of this Charter. Subject to the terms and conditions set out in Clause 44 and provided that the Charterers receive a Letter of Quiet Enjoyment in the formatattached hereto as Annex 4, the Owners shall have the right to assign the Charter Hire and the Owners’ benefit and right in the Vessel'sinsurances to their financiers for security purposes. All cost and time, if any, to be for the Owners' account. 23.Contracts of Carriage (a)* The Charterers are to procure that all documents issued during the Charter Period evidencing the terms and conditions agreed in respect ofcarriage of goods shall contain a paramount clause incorporating any legislation relating to carrier’s liability for cargo compulsorily applicablein the trade; if no such legislation exists, the documents shall incorporate the Hague-Visby Rules. The documents shall also contain the NewJason Clause andthe Both-to-Blame Collision Clause. (b)* The Charterers are to procure that all passenger tickets issued during the Charter Period for the carriage of passengers and their luggageunder this Charter shall contain a paramount clause incorporating any legislation relating to carrier’s liability for passengers and their luggagecompulsorily applicable in the trade; if no such legislation exists, the passenger tickets shall incorporate the Athens Convention Relating tothe Carriage of Passengers and their Luggage by Sea, 1974, and any protocol thereto. *Delete as applicable. 24.Bank Guarantee (Optional, only to apply if Box 27 filled in) The Charterers undertake to furnish, before delivery of the Vessel, a first class bank guarantee or bond in the sum and at the place as indicatedin Box 27 as guarantee for full performance of their obligations under this Charter. 25.Requisition/Acquisition Also see Clause 40 (d) (a)In the event of the Requisition for Hire of the Vessel by any governmental or other competent authority (hereinafter referred to as“Requisition for Hire”) irrespective of the date during the Charter Period when “Requisition for Hire” may occur and irrespective of thelength thereof and whether or not it be for an indefinite or a limited period of time, and irrespective of whether it may or will remain in forcefor the remainder of the Charter Period, this Charter shall not be deemed thereby or thereupon to be frustrated or otherwise terminated and theCharterers shall continue to pay the stipulated hire in the manner provided by this Charter until the time when the Charter would haveterminated pursuant to any of the provisions hereof always provided however that if all hire has been paid by the Charterers hereunder, then inthe event of “Requisition for Hire” any Requisition Hire or compensation is received or receivable by the Owners, then the same shall bepayable to the Charterers during the remainder of the Charter Period or the period of the “Requisition for Hire” whichever be the shorter. (b)In the event of the Owners being deprived of their ownership in the Vessel by any Compulsory Acquisition of the Vessel or requisition for titleby any governmental or other competent authority (hereinafter referred to as “Compulsory Acquisition”), then, irrespective of the date duringthe Charter Period when “Compulsory Acquisition” may occur, this Charter shall be deemed terminated as of the date of such “CompulsoryAcquisition”. In such event Charter Hire to be considered as earned and to be paid up to the date and time of such “Compulsory Acquisition”. 26.War Also see Clause 53 (a)For the purpose of this Clause, the words “War Risks” shall include any war (whether actual or threatened), act of war, civil war, hostilities,revolution, rebellion, civil commotion, warlike operations, the laying of mines (whether actual or reported), acts of piracy, acts of terrorists,acts of hostility or malicious damage, blockades (whether imposed against all vessels or imposed selectively against vessels of certain flags orownership, or against certain cargoes or crews or otherwise howsoever), by any person, body, terrorist or political group, or the Governmentof any state whatsoever, which may be dangerous or are likely to be or to become dangerous to the Vessel, her cargo, crew or other persons onboard the Vessel. 12 (b) The Vessel, unless the written consent of the Owners be first obtained, shall not continue to or go through any port, place, area or zone(whether of land or sea), or any waterway or canal, where it reasonably appears that the Vessel, her cargo, crew or other persons on board theVessel, in the reasonable judgement of the Owners, may be, or are likely to be, exposed to War Risks. Should the Vessel be within any suchplace as aforesaid, which only becomes dangerous, or is likely to be or to become dangerous, after her entry into it, the Owners shall have theright to require the Vessel to leave such area. (c)The Vessel shall not load contraband cargo, or to pass through any blockade, whether such blockade be imposed on all vessels, or is imposedselectively in any way whatsoever against vessels of certain flags or ownership, or against certain cargoes or crews or otherwise howsoever,or to proceed to an area where she shall be subject, or is likely to be subject to a belligerent’s right of search and/ or confiscation. (d) If the insurers of the war risks insurance, when Clause 14 is applicable, should require payment of premiums and/or calls because, pursuant tothe Charterers’ orders, the Vessel is within, or is due to enter and remain within, any area or areas which are specified by such insurers asbeing subject to additional premiums because of War Risks, then such premiums and/or calls shall be reimbursed by the Charterers to theOwners at the same time as the next payment of hire is due. (e)The Charterers shall have the liberty: (i) to comply with all orders, directions, recommendations or advice as to departure, arrival, routes, sailing in convoy, ports of call,stoppages, destinations, discharge of cargo, delivery, or in any other way whatsoever, which are given by the Government of the Nation underwhose flag the Vessel sails, or any other Government, body or group whatsoever acting with the power to compel compliance with theirorders or directions; (ii) to comply with the orders, directions or recommendations of any war risks underwriters who have the authority to give the same underthe terms of the war risks insurance; (iii) to comply with the terms of any resolution of the Security Council of the United Nations, any directives of the European Community, theeffective orders of any other Supranational body which has the right to issue and give the same, and with national laws aimed at enforcing thesame to which the Owners are subject, and to obey the orders and directions of those who are charged with their enforcement. (f)In the event of outbreak of war (whether there be a declaration of war or not) (i) between any two or more of the following countries: the United States of America; Russia; the United Kingdom; France; and the People’sRepublic of China, (ii) between any two or more of the countries stated in Box 36, both the Owners and the Charterers shall have the right to cancel this Charter,whereupon the Charterers shall redeliver the Vessel to the Owners in accordance with Clause 15, if the Vessel has cargo on board afterdischarge thereof at destination, or if debarred under this Clause from reaching or entering it at a near, open and safe port as reasonablydirected by the Owners, or if the Vessel has no cargo on board, at the port at which the Vessel then is or if at sea at destination provided suchdestination is an open and safe port or otherwise at a near, open and safe port as agreed between the Owners and the Charterers. In all cases hireshall continue to be paid in accordance with Clause 11 and except as aforesaid all other provisions of this Charter shall apply until redelivery;however, the Charterers shall be entitled to purchase the Vessel prior to the end of the third anniversary of the delivery of the Vessel inaccordance with Clause 49. 27.Commission The Owners to pay a commission at the rate indicated in Box 33 to the Brokers named in Box 33 on any hire paid under the Charter. If no rateis indicated in Box 33, the commission to be paid by the Owners shall cover the actual expenses of the Brokers and a reasonable fee for theirwork. If the full hire is not paid owing to breach of the Charter by either of the parties the party liable therefor shall indemnify the Brokers againsttheir loss of commission. Should the parties agree to cancel the Charter, the Owners shall indemnify the Brokers against any loss of commission but in such case thecommission shall not exceed the brokerage on one year’s hire. 13 28.Termination (a)Charterers’ Default See Clauses 41 and 42 The Owners shall be entitled to withdraw the Vessel from the service of the Charterers and terminate the Charter with immediate effect bywritten notice to the Charterers if: (i) the Charterers fail to pay hire in accordance with Clause 11. However, where there is a failure to make punctual payment of hire due tooversight, negligence, errors or omissions on the part of the Charterers or their bankers,the Owners shall give the Charterers written notice of the number of clear banking days stated in Box 34 (as recognised at the agreed place ofpayment) in which to rectify the failure, and when so rectified within such number of days following the Owners’ notice, the payment shallstand as regular and punctual. Failure by the Charterers to pay hire within the number of days stated in Box 34 of their receiving the Owners’ notice as provided herein,shall entitle the Owners to withdraw the Vessel from the service of the Charterers and terminate the Charter without further notice; (ii) the Charterers fail to comply with the requirements of: (1)Clause 6 (Trading Restrictions) (2)Clause 13(a) (Insurance and Repairs) provided that the Owners shall have the option, by written notice to the Charterers, to give the Charterers a specified number of days gracewithin which to rectify the failure without prejudice to the Owners’ right to withdraw and terminate under this Clause if the Charterers fail tocomply with such notice; (iii) the Charterers fail to rectify any failure to comply with the requirements of sub-clause 10(a)(i) (Maintenance and Repairs) as soon aspractically possible after the Owners have requested them in writing so to do and in any event so that the Vessel’s insurance cover is notprejudiced. (b)Owners’ Default – See also clause 41(b) If the Owners shall by any act or omission be in breach of their obligations under this Charter to the extent that the Charterers are deprived ofthe use of the Vessel and such breach continues for a period of fourteen (14) running days after written notice thereof has been given by theCharterers to the Owners, the Charterers shall be entitled to terminate this Charter with immediate effect by written notice to the Owners. (c)Loss of Vessel See Clause 40 (d)/(e) This Charter shall be deemed to be terminated if the Vessel becomes a total loss or is declared as a constructive or compromised or arrangedtotal loss. For the purpose of this sub-clause, the Vessel shall not be deemed to be lost unless she has either become an actual total loss oragreement has been reached with her underwriters in respect of her constructive, compromised or arranged total loss or if such agreementwith her underwriters is not reached it is adjudged by a competent tribunal that a constructive loss of the Vessel has occurred. (d)Either party shall be entitled to terminate this Charter with immediate effect by written notice to the other party in the event of an order beingmade or resolution passed for the winding up, dissolution, liquidation or bankruptcy of the other party (otherwise than for the purpose ofreconstruction or amalgamation) or if a receiver is appointed, or if it suspends payment, ceases to carry on business or makes any specialarrangement or composition with its creditors. See Clause 41 (e)The termination of this Charter shall be without prejudice to all rights accrued due between the parties prior to the date of termination and toany claim that either party might have. 14 29.Repossession In the event of the termination of this Charter in accordance with the applicable provisions of Clause 28, If aTermination Event occurs and is continuing, subject to the terms and conditions of Clauses 41 and 42, should the Owners shall have the rightto repossess the Vessel from the Charterers pursuant to such Clauses at her current or next port of call, or at a port or place convenient to themwithout hindrance or interference by the Charterers, courts or local authorities, pPending physical repossession of the Vessel in accordancewith this Clause 29, the Charterers shall hold the Vessel as gratuitous bailee only to the Owners. The Owners shall arrange for an authorisedrepresentative to board the Vessel as soon as reasonably practicable following the termination of the Charter. The Vessel shall be deemed tobe repossessed by the Owners from the Charterers upon the boarding of the Vessel by the Owners’ representative. All arrangements andexpenses relating to the settling of wages, disembarkation and repatriation of the Charterers’ Master, officers and crew shall be the soleresponsibility of the Charterers. 30.Dispute Resolution a)* This Contract shall be governed by and construed in accordance with English law and any dispute arising out of or in connection with thisContract shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactmentthereof save to the extent necessary to give effect to the provisions of this Clause. The arbitration shall be conducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time whenthe arbitration proceedings are commenced. The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator (who shall be either a fullmember of the LMAA, or a practising barrister of King's Counsel who is also a member of the Commercial Bar Association, or a retired HighCourt Judge practising as an arbitrator, in each case who carries on business in London) and send notice of such appointment in writing to theother party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint itsarbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. Ifthe other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a disputeto arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advisethe other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he had been appointed by agreement. If the twoarbitrators so appointed are unable to agree on the appointment of the third arbitrator within seven (7) days after the appointment of the secondarbitrator, they or either of them may by written notice request the President of the LMAA to appoint the third arbitrator within fourteen (14)days of such request. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. In cases where neither the claim nor any counterclaim exceeds the sum of US$5100,000 (or such other sum as the parties may agree) thearbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings arecommenced. (b)* This Contract shall be governed by and construed in accordance with Title 9 of the United States Code and the Maritime Law of the UnitedStates and any dispute arising out of or in connection with this Contract shall be referred to three persons at New York, one to be appointed byeach of the parties hereto, and the third by the two so chosen; their decision or that of any two of them shall be final, and for the purposes ofenforcing any award, judgement may be entered on an award by any court of competent jurisdiction. The proceedings shall be conducted inaccordance with the rules of the Society of Maritime Arbitrators, Inc. In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree) thearbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the Society of Maritime Arbitrators, Inc. current atthe time when the arbitration proceedings are commenced. (c)* This Contract shall be governed by and construed in accordance with the laws of the place mutually agreed by the parties and any disputearising out of or in connection with this Contract shall be referred to arbitration at a mutually agreed place, subject to the proceduresapplicable there. (d)Notwithstanding (a), (b) or (c) above, the parties may agree at any time to refer to mediation any difference and/or dispute arising out of or inconnection with this Contract. 15 In the case of a dispute in respect of which arbitration has been commenced under (a), (b) or (c) above, the following shall apply: (i) Either party may at any time and from time to time elect to refer the dispute or part of the dispute to mediation by service on the otherparty of a written notice (the “Mediation Notice”) calling on the other party to agree to mediation. (ii) The other party shall thereupon within 14 calendar days of receipt of the Mediation Notice confirm that they agree to mediation, in whichcase the parties shall thereafter agree a mediator within a further 14 calendar days, failing which on the application of either party a mediatorwill be appointed promptly by the Arbitration Tribunal (“the Tribunal”) or such person as the Tribunal may designate for that purpose. Themediation shall be conducted in such place and in accordance with such procedure and on such terms as the parties may agree or, in the eventof disagreement, as may be set by the mediator. (iii) If the other party does not agree to mediate, that fact may be brought to the attention of the Tribunal and may be taken into account bythe Tribunal when allocating the costs of the arbitration as between the parties. (iv) The mediation shall not affect the right of either party to seek such relief or take such steps as it considers necessary to protect itsinterest. (v) Either party may advise the Tribunal that they have agreed to mediation. The arbitration procedure shall continue during the conduct ofthe mediation but the Tribunal may take the mediation timetable into account when setting the timetable for steps in the arbitration. (vi) Unless otherwise agreed or specified in the mediation terms, each party shall bear its own costs incurred in the mediation and the partiesshall share equally the mediator’s costs and expenses. (vii) The mediation process shall be without prejudice and confidential and no information or documents disclosed during it shall berevealed to the Tribunal except to the extent that they are disclosable under the law and procedure governing the arbitration. (Note: The parties should be aware that the mediation process may not necessarily interrupt time limits.) (e)If Box 35 in Part I is not appropriately filled in, sub-clause 30(a) of this Clause shall apply. Sub-clause 30(d) shall apply in all cases. *Sub-clauses 30(a), 30(b) and 30(c) are alternatives; indicate alternative agreed in Box 35. 31.Notices See Clause 52 (a)Any notice to be given by either party to the other party shall be in writing and may be sent by fax, telex, registered or recorded mail or bypersonal service. (b)The address of the Parties for service of such communication shall be as stated in Boxes 3 and 4 respectively. 16 PROVISIONS TO APPLY FOR NEWBUILDING VESSELS ONLY(Optional, only to apply if expressly agreed and stated in Box 37) 1.Specifications and Building Contract (a) The Vessel shall be constructed in accordance with the Building Contract (hereafter called “the Building Contract”) as annexed to thisCharter, made between the Builders and the Owners and in accordance with the specifications and plans annexed thereto, such BuildingContract, specifications and plans having been counter-signed as approved by the Charterers. (b) No change shall be made in the Building Contract or in the specifications or plans of the Vessel as approved by the Charterers asaforesaid, without the Charterers’ consent. (c) The Charterers shall have the right to send their representative to the Builders’ Yard to inspect the Vessel during the course of herconstruction to satisfy themselves that construction is in accordance with such approved specifications and plans as referred to under sub-clause (a) of this Clause. (d)The Vessel shall be built in accordance with the Building Contract and shall be of the description set out therein. Subject to the provisions ofsub-clause 2(c)(ii) hereunder, the Charterers shall be bound to accept the Vessel from the Owners, completed and constructed in accordancewith the Building Contract, on the date of delivery by the Builders. The Charterers undertake that having accepted the Vessel they will notthereafter raise any claims against the Owners in respect of the Vessel’s performance or specification or defects, if any. Nevertheless, in respect of any repairs, replacements or defects which appear within the first 12 months from delivery by the Builders, theOwners shall endeavour to compel the Builders to repair, replace or remedy any defects or to recover from the Builders any expenditureincurred in carrying out such repairs, replacements or remedies. However, the Owners’ liability to the Charterers shall be limited to the extent the Owners have a valid claim against the Builders under theguarantee clause of the Building Contract (a copy whereof has been supplied to the Charterers). The Charterers shall be bound to accept suchsums as the Owners are reasonably able to recover under this Clause and shall make no further claim on the Owners for the differencebetween the amount(s) so recovered and the actual expenditure on repairs, replacement or remedying defects or for any loss of time incurred. Any liquidated damages for physical defects or deficiencies shall accrue to the account of the party stated in Box 41(a) or if not filled in shallbe shared equally between the parties. The costs of pursuing a claim or claims against the Builders under this Clause (including any liability to the Builders) shall be borne by the partystated in Box 41(b) or if not filled in shall be shared equally between the parties. 2.Time and Place of Delivery (a) Subject to the Vessel having completed her acceptance trials including trials of cargo equipment in accordance with the Building Contractand specifications to the satisfaction of the Charterers, the Owners shall give and the Charterers shall take delivery of the Vessel afloat whenready for delivery and properly documented at the Builders’ Yard or some other safe and readily accessible dock, wharf or place as may beagreed between the parties hereto and the Builders. Under the Building Contract the Builders have estimated that the Vessel will be ready fordelivery to the Owners as therein provided but the delivery date for the purpose of this Charter shall be the date when the Vessel is in factready for delivery by the Builders after completion of trials whether that be before or after as indicated in the Building Contract. TheCharterers shall not be entitled to refuse acceptance of delivery of the Vessel and upon and after such acceptance, subject to Clause 1(d), theCharterers shall not be entitled to make any claim against the Owners in respect of any conditions, representations or warranties, whetherexpress or implied, as to the seaworthiness of the Vessel or in respect of delay in delivery. (b) If for any reason other than a default by the Owners under the Building Contract, the Builders become entitled under that Contract not todeliver the Vessel to the Owners, the Owners shall upon giving to the Charterers written notice of Builders becoming so entitled, be excusedfrom giving delivery of the Vessel to the Charterers 17 and upon receipt of such notice by the Charterers this Charter shall cease to have effect. (c) If for any reason the Owners become entitled under the Building Contract to reject the Vessel the Owners shall, before exercising suchright of rejection, consult the Charterers and thereupon (i) if the Charterers do not wish to take delivery of the Vessel they shall inform the Owners within seven (7) running days by notice inwriting and upon receipt by the Owners of such notice this Charter shall cease to have effect; or (ii) if the Charterers wish to take delivery of the Vessel they may by notice in writing within seven (7) running days require theOwners to negotiate with the Builders as to the terms on which delivery should be taken and/or refrain from exercising their right torejection and upon receipt of such notice the Owners shall commence such negotiations and/or take delivery of the Vessel from theBuilders and deliver her to the Charterers; (iii) in no circumstances shall the Charterers be entitled to reject the Vessel unless the Owners are able to reject the Vessel from theBuilders; (iv) if this Charter terminates under sub-clause (b) or (c) of this Clause, the Owners shall thereafter not be liable to the Charterers forany claim under or arising out of this Charter or its termination. (d) Any liquidated damages for delay in delivery under the Building Contract and any costs incurred in pursuing a claim therefor shallaccrue to the account of the party stated in Box 41(c) or if not filled in shall be shared equally between the parties. 3.Guarantee Works If not otherwise agreed, the Owners authorise the Charterers to arrange for the guarantee works to be performed in accordance with thebuilding contract terms, and hire to continue during the period of guarantee works. The Charterers have to advise the Owners about theperformance to the extent the Owners may request. 4.Name of Vessel The name of the Vessel shall be mutually agreed between the Owners and the Charterers and the Vessel shall be painted in the colours, displaythe funnel insignia and fly the house flag as required by the Charterers. 5.Survey on Redelivery The Owners and the Charterers shall appoint surveyors for the purpose of determining and agreeing in writing the condition of the Vessel atthe time of redelivery. Without prejudice to Clause 15 (Part II), the Charterers shall bear all survey expenses and all other costs, if any, including the cost of dockingand undocking, if required, as well as all repair costs incurred. The Charterers shall also bear all loss of time spent in connection with anydocking and undocking as well as repairs, which shall be paid at the rate of hire per day or pro rata. 18 HIRE/PURCHASE AGREEMENT(Optional, only to apply if expressly agreed and stated in Box 42) On expiration of this Charter and provided the Charterers have fulfilled their obligations according to Part I and II as well as Part III, ifapplicable, it is agreed, that on payment of the final payment of hire as per Clause 11 the Charterers have purchased the Vessel witheverything belonging to her and the Vessel is fully paid for. In the following paragraphs the Owners are referred to as the Sellers and the Charterers as the Buyers. The Vessel shall be delivered by the Sellers and taken over by the Buyers on expiration of the Charter. The Sellers guarantee that the Vessel, at the time of delivery, is free from all encumbrances and maritime liens or any debts whatsoever otherthan those arising from anything done or not done by the Buyers or any existing mortgage agreed not to be paid off by the time of delivery.Should any claims, which have been incurred prior to the time of delivery be made against the Vessel, the Sellers hereby undertake toindemnify the Buyers against all consequences of such claims to the extent it can be proved that the Sellers are responsible for such claims.Any taxes, notarial, consular and other charges and expenses connected with the purchase and registration under Buyers’ flag, shall be forBuyers’ account. Any taxes, consular and other charges and expenses connected with closing of the Sellers’ register, shall be for Sellers’account. In exchange for payment of the last month’s hire instalment the Sellers shall furnish the Buyers with a Bill of Sale duly attested and legalized,together with a certificate setting out the registered encumbrances, if any. On delivery of the Vessel the Sellers shall provide for deletion ofthe Vessel from the Ship’s Register and deliver a certificate of deletion to the Buyers. The Sellers shall, at the time of delivery, hand to the Buyers all classification certificates (for hull, engines, anchors, chains, etc.), as well as allplans which may be in Sellers’ possession. The Wireless Installation and Nautical Instruments, unless on hire, shall be included in the sale without any extra payment. The Vessel with everything belonging to her shall be at Sellers’ risk and expense until she is delivered to the Buyers, subject to the conditionsof this Contract and the Vessel with everything belonging to her shall be delivered and taken over as she is at the time of delivery, after whichthe Sellers shall have no responsibility for possible faults or deficiencies of any description. The Buyers undertake to pay for the repatriation of the Master, officers and other personnel if appointed by the Sellers to the port where theVessel entered the Bareboat Charter as per Clause 3 (Part II) or to pay the equivalent cost for their journey to any other place. 19 PART VPROVISIONS TO APPLY FOR VESSELS REGISTERED IN A BAREBOAT CHARTER REGISTRY(Optional, only to apply if expressly agreed and stated in Box 43) 1.Definitions For the purpose of this PART V, the following terms shall have the meanings hereby assigned to them: “The Bareboat Charter Registry” shall mean the registry of the State whose flag the Vessel will fly and in which the Charterers are registeredas the bareboat charterers during the period of the Bareboat Charter. “The Underlying Registry” shall mean the registry of the state in which the Owners of the Vessel are registered as Owners and to whichjurisdiction and control of the Vessel will revert upon termination of the Bareboat Charter Registration. 2.Mortgage The Vessel chartered under this Charter is financed by a mortgage and the provisions of Clause 12(b) (Part II)44 shall apply. 3.Termination of Charter by Default If the Vessel chartered under this Charter is registered in a Bareboat Charter Registry as stated in Box 44, and if the Owners shall default inthe payment of any amounts due under the mortgage(s) specified in Box 28, the Charterers shall, if so required by the mortgagee, direct theOwners to re-register the Vessel in the Underlying Registry as shown in Box 45. In the event of the Vessel being deleted from the Bareboat Charter Registry as stated in Box 44, due to a default by the Owners in thepayment of any amounts due under the mortgage(s), the Charterers shall have the right to terminate this Charter forthwith and withoutprejudice to any other claim they may have against the Owners under this Charter. Copyright © 2001 BIMCO. All rights reserved. Any unauthorised copying, duplication, reproduction or distribution of this BIMCO SmartCon document willconstitute an infringement of BIMCO’s copyright. Explanatory notes are available from BIMCO at www.bimco.org. First published in 1974 as BARECON A.and B. Amalgamated and revised in 1989. Revised 2001. Rider Clause to Bareboat Charter Dated 23 February 2024For 64,205 dwt at Summer FB Ultramax Bulk CarrierMV “GLBS MIGHT” 32.MEMORANDUM OF AGREEMENT PRE-DELIVERY AND DELIVERY (a)The Memorandum of Agreement dated 23 February 2024 (the “MOA” including any amendment and supplement thereto) has been concludedbetween the Owners (in the MOA, the Owners are referred to as the “Buyers”) and the Charterers (in the MOA, the Charterers are referred to as the“Sellers”) for sale and purchase of the Vessel. (b)Subject to Clause 32(d) below, the Owners shall give and the Charterers shall take delivery of the Vessel under the Bareboat Charter strictly on an “asis, where is” basis, simultaneously with delivery of the Vessel from Sellers to the Buyers under the MOA and immediately after the Builder deliversthe Vessel to the Sellers under the terms of the Building Contract, without any settlement of the remaining bunkers and unused lubricating oilsincluding hydraulic oils and greases, unbroached provisions, paints, ropes and other consumable stores which are included in the purchase price underthe MOA (collectively, the “Belongings”). The delivery date for the purpose of this Charter shall be the same date and time when/the same placewhere the Vessel is delivered from the Sellers to the Buyers under the MOA and shall be subject to and conditional upon the effective transfer ofownership of the Vessel to the Owners pursuant to the MOA. The date when the Charterers take delivery of the Vessel hereunder is referred to as the“Delivery Date”. (c)Provided the Vessel has been delivered to the Owners (as Buyers) in accordance with the terms of the MOA, the Charterers shall not be entitled torefuse acceptance of delivery of the Vessel under this Charter. The Owners hereby make no representation nor warranty, whether expressed or implied(and whether contractual, statutory, common law or otherwise), as to the whole or any part of the Vessel’s condition, seaworthiness, quality,description, specification, design, durability, merchantability, defect (whether latent or not), fitness for any purpose or otherwise howsoever, and theOwners shall have no liability whatsoever for any fault or deficiency in their description of the Vessel or for any defects in the Vessel regardless ofwhether such defect were apparent or latent at the time of delivery. The Charterers hereby acknowledge and accept that they shall not be entitled tomake any claim against the Owners in respect of any conditions, representations or warranties whether express or implied (and whether contractual,statutory, common law or otherwise) as to the whole or any part of the Vessel’s condition, seaworthiness, quality, description, design, specification,durability, merchantability, defect (whether latent or not), fitness for any purpose or otherwise howsoever. This Clause 32 (c) shall also apply inrelation to the Belongings. (d)If, prior to the delivery of the Vessel by the Charterers as sellers to Owners as buyers under the MOA or, as the case may be, the Building Contract, (i)a Termination Event or an Owners’ Default occurs under this Charter Party;(ii)it becomes unlawful for the Owners (as buyers) to perform or comply with any or all of their obligations under the MOA or any of theobligations of the Owners under the MOA are not or cease to be legal, valid, binding and enforceable; and/or(iii)the MOA expires, is cancelled, terminated, rescinded or otherwise ceases to remain in full force and effect for any reason; and/or the Builderhas not delivered the Vessel to the Charterers as buyers under the Building Contract and the Charterers (as Sellers) have not delivered theVessel to the Owners (as Buyers) under and subject to the terms of the MOA. 1 then this Charter shall immediately terminate and be cancelled (provided that any provision hereof expressed to survive such termination orcancellation shall so do in accordance with its terms) without the need for either of the Owners or the Charterers to take any action whatsoever.In case that this Charter terminates and is cancelled prior to the delivery of the Vessel under the MOA by reason of a Termination Event, or for thereason that the MOA expires, is cancelled, terminated or rescinded or otherwise ceases to remain in full force and effect, due to Charterers’ default intheir capacity as Sellers under the MOA, the Owners shall have the right to claim compensation from the Charterers to recover any direct andreasonable costs and expenses incurred due to the Charterers’ default as far as the occurrence of such costs and expenses are demonstrated bydocumentary evidence, and this compensation shall not be construed as a penalty but shall represent an agreed estimate of the loss and damagesuffered by the Owners in entering into this Charter upon the terms and conditions contained herein and the MOA upon the terms and conditionscontained therein, and shall therefore be paid as full and final compensation to the Owners. For the avoidance of doubt, the Charterer shall not beliable for any such costs and expenses in the event that this Charter terminates or is cancelled prior to the delivery of the Vessel as a result of anOwners’ Default.(e)The Owners hereby appoint and acknowledge that the Charterers, who accept such appointment, shall deal directly, at the Charterers’ cost, with theBuilder in relation to the guarantee described in article IX (Warranty of Quality) of the Building Contract in accordance with the applicableprovisions of article IX (Warranty of Quality) of the Building Contract. 33.ISM CODE For the duration of this Charter the Charterers shall procure at the costs and time of the Charterers that the Vessel and the "Company or appointedManager" (as defined by the ISM code and so defined in this Charter) shall comply with the requirements of the ISM code (as amended from time totime). Upon request the Charterers shall provide a copy of relevant documents of compliance (DOC) and safety management certificate (SMC) to theOwners. 34.CHARTER PERIOD (a)The Owners shall let to the Charterers and the Charterers shall take the Vessel on bareboat charter for the period and upon the terms and conditionscontained herein. (b)Subject always to the provisions hereto, the period of the chartering of the Vessel hereunder (hereinafter referred to as the "Charter Period”) shall be120 months plus/minus 30 days at the Charterer’s option (unless terminated at an earlier date in accordance with the terms hereof) commencing on theDelivery Date, provided always that the chartering of the Vessel hereunder may be terminated by the Owners pursuant to the provisions hereof. 2 35.CHARTER HIRE Subject to Clause 36, the Charterers shall, throughout the Charter Period, pay charter hire (the “Charter Hire”) as computed as follows, to the Ownersmonthly in advance by telegraphic transfer for each successive month commencing with the Delivery Date (“Charter Hire Payment Date”) andexpiring on the earlier of the redelivery of the Vessel and the payment of the Termination Compensation in accordance with the terms of this Charter: For first 36 monthsa)Fixed part: USD 3,000 per dayb)Floating part:(CME Term SOFR + 2.1% Margin) x Outstanding Lease Obligation (as stipulated in Annex 2) x Number of actual days during each respectivehire period/360, for first 36 months.For next 24 monthsc)Fixed part: USD 3,200 per dayd)Floating part:(CME Term SOFR + 2.45% Margin) x Outstanding Lease Obligation x Number of actual days during each respective hire period/360, fornext 24 monthsFor next 24 monthse)Fixed part: USD 3,300 per dayf)Floating part:(CME Term SOFR + 2.45% Margin) x Outstanding Lease Obligation x Number of actual days during each respective hire period/360, fornext 24 months.For next 36 monthsg)Fixed part: USD 3,800 per dayh)Floating part:(CME Term SOFR + 2.35% Margin) x Outstanding Lease Obligation x Number of actual days during each respective hire period/360, fornext 36 months “CME Term SOFR" means the term SOFR reference rate administered by CME Group Benchmark Administration Limited (or any otherperson which takes over the administration of that rate) for three (3) months period published by CME Group Benchmark AdministrationLimited (or any other person which takes over the publication of that rate). *In case CME Term SOFR cease to be available, both Owners and Charterers shall discuss and mutually agree for Charter Hire "Floatingpart" calculation mechanism.https://www.cmegroup.com/market-data/cme-group-benchmark-administra tion/term-sofr.html 3 Floating part shall be fixed 5 Banking Days before the date of the respective hire period. If CME Term SOFR falls below zero, then zero rate to beapplied instead. (b)The Charter Hire shall be paid continuously throughout the Charter Period, subject to clauses 40 (d) and 41 (b) (during which time Charter Hire shallnot be due and payable and shall not accrue). For the last month, if the Charter Hire Payment Date does not fall on the date of the redelivery of theVessel, the Charter Hire shall be calculated on a pro rata basis of the number of days which will lapse from the previous Charter Hire Payment Date tothe date of the redelivery of the Vessel. 36.PAYMENTS (a)Notwithstanding anything to the contrary contained in this Charter, all payments by the Charterers hereunder (whether by way of hire or otherwise)shall be made in full without any set-off, deduction, discount or counter-claim (unless otherwise expressly provided herein), as follows:- (i)not later than 11:00 a.m. (Japanese Standard Time on the date on which the relevant payment is due under the terms of this Charter): and (ii)in United States Dollars to The Bank of Fukuoka, Ltd. with the following account details: Account with Bank: The Bank of Fukuoka, Ltd. Branch Name: Tokyo BranchBranch Address: "2-8-7 Yaesu, Chuo-ku, Tokyo, Japan 104-0028" Bank Swift Code: FKBKJPJTAccount Number:Account Name: SK Shipholding S.A.Account Address: Edificio Comosa, Avenidas Samuel Lewis y Manuel M.Ycaza, and Post office Box Number 4150, Panama City, Republic of Panama (or such other bank or banks as may from time to time be notified by the Owners to the Charterers by not less than fourteen (14) days' prior writtennotice) for the account of the Owners. lf any day for the making of any payment hereunder shall not be a Banking Day (being, for all purposes of this Charter, a day on which banks areopen for transaction of business of the nature required by this Charter in Japan, Greece and New York) (a “Banking Day”) the due date for paymentof the same shall be the immediately preceding Banking Day provided that the Owners have provided the Charterers with a payment notice. (b)In the event of failure by the Charterers to pay within two (2) Banking Days after the due date for payment thereof, or in the case of a sum payable ondemand, the date of demand therefore, any hire or other amount payable by them under this Charter, the Charterers will pay to the Owners on demandinterest on such hire or other amount from the date of such failure to the date of actual payment (both before and after any relevant judgment orwinding up of the Charterers) at a rate of two per cent (2％) Interest payable by the Charterers as aforesaid shall be compounded at such intervals asthe Owners shall determine and shall be payable on demand. 4 (c)Any interest payable under this Charter shall accrue from day to day and shall be calculated on the actual number of day elapsed and a three hundredand sixty five (365) day year. (d)In this Charter, unless the context otherwise requires, “month” means a period beginning in one calendar month (and, in the case of the first month,on the date of delivery hereunder) and ending in the succeeding calendar month on the day numerically corresponding to the day of the calendarmonth in which such period started provided that if there is no such numerically corresponding day, such period shall end on the last day in therelevant calendar month and “monthly” shall be construed accordingly. 37.FLAG AND CLASS (a)The Vessel shall upon the Delivery Date be registered in the name of the Owners under the Marshall Islands flag. (b)The Owners shall have no right either to transfer the flag of Vessel from Marshall Islands to any other registry or to require the Charterers to transferthe Vessel’s classification society. The Charterers shall, at any time after the Delivery Date and at the Charterers’ expense, have the right to arrangefor the transfer of the Vessel’s classification society from the American Bureau of Shipping to any classification society being a member of IACS. (c)Further, the Charterers shall have the right to arrange for the change of the flag of the Vessel for and on behalf of the Owners, with the Owners’ priorwritten consent (such consent not to be unreasonably withheld or delayed) provided however that any expenses and time (including but not limited tolegal charges for finance documents for the Vessel) shall be for the Charterers’ account. (d)The Charterers are entitled to establish standard bareboat registration on the Vessel at the costs, expense and time of the Charterers subject topermission of the Vessel’s flag state. The Charterers shall in addition obtain the prior written consent of the Owners (which shall not unreasonablywithheld or delayed). If, during the Charter Period there are modifications made to the Vessel which are compulsory for the Vessel to comply with due to changes to rulesand regulations towhich operation of the Vessel is required to conform, such modifications shall be effected by the Charterers at their cost and time. 38.IMPROVEMENT AND ADDITIONS (a)The Charterers shall maintain, equip and operate the Vessel so as to comply with the provisions of the Vessel’s flag state or by compulsory legislation. (b)The Charterers shall have the right to fit additional equipment and to make severable improvements and additions at their expense and time 5 (c)The Charterers shall also have the right to make structural or non-severable improvements and additions to the Vessel at their own time, costs andexpense, provided that such improvements and additions do not diminish the market value of the Vessel in any material respect during or at the end ofthe Charter Period and do not in any way affect or prejudice the marketability of the Vessel in any material respect during or at the end of the CharterPeriod. 39.UNDERTAKINGS FOR INSPECTION AND QUIET ENJOYMENT (a)In addition to the Owners’ right to inspection or survey given by Clause 8 hereof, the Charterers undertake and agree that throughout the Charterperiod they will afford the Owners to inspect the Vessel at time and place mutually agreed at Owners’ cost, risk and arrangement at maximum twice ayear for which the Charterers will assist provided that such inspection shall not interfere with the operation of the Vessel. (b)The Owners hereby undertake to the Charterers throughout the term of this Charter that, as long as no Termination Event shall have occurred and becontinuing, the Owners shall not except as expressly provided for in this Charter, interfere with the quiet and peaceful use, possession andemployment of the Vessel by the Charterers in compliance with the terms hereof. (c)The Charterers shall be entitled to appoint a manager of its selection for the technical and commercial management of the Vessel and shall be entitled(at its own cost) to change the manager from time to time. 40.INSURANCE, TOTAL LOSS AND COMPULSORY ACQUISITION (a)For the purpose of this Charter, the term “Total Loss” shall include actual or constructive or compromised or agreed or arranged total loss of theVessel including any such total loss as may arise during a requisition for hire. “Compulsory Acquisition” shall have the meaning assigned thereto in Clause 25 (b) hereof. (b)The Charterers undertake with the Owners that throughout the Charter Period:- they will keep the Vessel insured on the basis of the Institute of London Underwriters "Institute Time Clause-Hull" and “Institute War and StrikesClauses” as amended, or on such similar terms as the Owners shall approve with such insurers (including P&I and war risks Associations) as theOwners shall approve (which approval shall not be unreasonably withheld) with deductibles reasonably acceptable to Owners (it being agreed andunderstood by the Charterers that there shall be no element of self-insurance or insurance through captive insurance companies without the priorwritten consent of the Owners). For the avoidance of doubt, the Charterer shall not be obligated to place any loss of hire, mortgagee’s interest,mortgagee’s additional perils protection or innocent owner’s policy . The Charterers agree that the Owners shall be assured as the co-assured in theinsurance; (i)they will be properly entered in and keep entry of the Vessel with P&I Club that is a member of the International Group of Protection and IndemnityAssociation for the full tonnage of the Vessel and against all prudent P&I Risks in accordance with the rules of such association or club including, incase of oil pollution liability risks equal to the highest level of cover from time to time available under the basic entry with such P&I Club; 6 (ii)that so long as the Vessel is mortgaged by the Mortgage the policies in respect of the insurances against fire and usual marine risks and the policies orentries in respect of the insurances against war risks shall, in each case, include the loss payable clause (under which, except in the case of total loss,all recoveries not exceeding $1,500,000 shall be paid to the Charterers or to their order) as contained in the “Assignment of Insurance”; (iii)If the Charterers renew hull & machinery insurance and war risks insurance with the same present insurer, the Charterers shall, at least two (2) weeksbefore renewing each such insurance, inform the Owners of such renewal. If the Charterers enter into any other hull and machinery insurance and war risks insurance with any different insurer, the Charterers shall, at least two(2) weeks before entering into each such insurance, inform the Owners of the name and address of such insurer and details of such insurance. (iv)the Charterers shall procure that the insurers and the war risk and protection and indemnity associations with which the Vessel is entered shall supplyto the Owners such information in relation to the insurances effected, or to be effected, with them as the Owners may from time to time reasonablyrequire. (c)(i) Notwithstanding anything to the contrary contained in Clauses 13 and any other provisions hereof, the Vessel shall be kept insured during theCharter Period in respect of marine and war risks on hull and machinery basis (The Charterers shall have the option, to take out on a full hull andmachinery basis increased value or total loss cover exceeding the “Minimum Insured Value” as stipulated in Annex 3 ) for not less than 110% ofOutstanding Lease Obligation. (ii) At any time during currency of this Charter, the Owners may ask the Charterers to increase the insured value for the reason to secure their debtagainst their financier and their equity. The actual cost to increase the insurance value over Minimum Insured Value up to the value required by the Owners (the ”Increased Insurance Value”)to be for Owners’ account and the Charterers shall be cooperative to the Owners to secure competitive quotation from their insurance company forsuch increase. In case Minimum Insured Value would be increased at the request of the Owners as mentioned above, then definition of “Minimum Insured Value”under this Charter Party shall mean the amount of the Increased Insurance Value. (d)(i) lf the Vessel shall become a Total Loss or be subject to Compulsory Acquisition the chartering of the Vessel to the Charterers hereunder shallcease and the Charterers shall immediately pay to the Owners all hire, and any other amounts, which have fallen due for payment under thisCharter and have not been paid as at and up to the date on which the Total Loss or Compulsory Acquisition occurred (the "Date of Loss") andshall thereafter be under no obligation to pay hire, provided that all hire and any other amounts prepaid by the Charterers subsequent to the Dateof Loss shall be set off against the amount of Charter Hire due and any surplus shall then forthwith be refunded by the Owners to the Charterers: (ii)For the purpose of ascertaining the Date of Loss: 7 (A)an actual total loss of the Vessel shall be deemed to have occurred at noon (London time) on the actual date the Vessel was lost but in the event ofthe date of the loss being unknown the actual total loss shall be deemed to have occurred at noon (London time) on the date on which it isacknowledged by the insurers to have occurred; (B)a constructive, compromised, agreed, or arranged total loss of the Vessel shall be deemed to have occurred at noon (London time) on the date thatnotice claiming such a total loss of the Vessel is given to the insurers, or, if the insurers do not admit such a claim, at the date and time at which atotal loss is subsequently admitted by the insurers or adjudged by a competent court of law or arbitration tribunal to have occurred or, if earlier,the date falling 90 days after notice of abandonment of the Vessel was given to the insurers. Either the Owners or the Charterers shall be entitledto give notice claiming a constructive total loss but prior to the giving of such notice shall be supplied with all such information as such party mayrequest; and (C)Compulsory Acquisition shall be deemed to have occurred at the time of occurrence of the relevant circumstances described in Clause 25 (b)hereof. (e)Irrespective of whether a Termination Event has occurred or is continuing, all moneys payable under the insurance effected by the Charterers pursuantto Clauses 13 and 40, or other compensation, in respect of a Total Loss or pursuant to Compulsory Acquisition of the Vessel shall be received in fullby the Owners (or the Mortgagee as assignees thereof) and applied by the Owners (or, as the case may be, the Mortgagee):- FIRSTLY, in or towards payment to the Owners (to the extent that the Owners have not already received the same in full) of a sum equal to theaggregate of the Outstanding Lease Obligation and all accrued and unpaid interest until the day of the Total Loss thereon pursuant to Clause 40 (d)hereof, SECONDLY, in payment of any surplus to the Charterers. (f)Upon delivery of the Vessel hereunder, the Owners, the Charterers and the Mortgagee shall execute the "Assignment of Insurance", under which, interalia, (i) the Owners and the Charterers shall assign and agree to assign to the Mortgagee their respective rights, title and interest in and to theinsurances against fire and usual marine risks and the policies or entries in respect of the insurances against war risks and (ii) shall, subject toparagraph (b) (iii) above agree a loss payable clause, in form and substance satisfactory to the Owners, the Charterers and the Mortgagee each actingreasonably. (g)The Charterers further covenants with the Owners that the Vessel will, if applicable, be equipped and accredited with any required tradingdocumentation and/or authorisations necessary. Such trading documentation and authorisations shall if and when applicable include, inter alia, validcertification under the International Convention on Civil Liability for Oil Pollution Damage as amended, a valid U.S. Coast Guard Certificate ofFinancial Responsibility (water pollution), a valid certificate from any U.S. state that requires a state equivalent of a Certificate of FinancialResponsibility, a vessel classification certificate and any other credentials as might be, or may come to be, required. Copies of such tradingdocumentation and/or authorisations shall be made available to the Owners promptly following their written request. 8 41.TERMINATION EVENTS (a)Each of the following events shall be a “Termination Event” for purposes of this Charter: (i)if any Charter Hire payment or any other sum payable by the Charterers under this Charter (including any sum expressed to be payable by theCharterers on demand) shall not be paid on the due date of payment and such failure to pay is not remedied within three (3) Business Days of receiptby the Charterers of written notice from the Owners notifying the Charterers of such failure and requesting that payment is made unless such non-payment is caused by administrative or technical error or any other similar error in the transmission of the funds outside the control of the Charterersin which case failure to rectify within five (5) Business Days following receipt by the Charterers of the above written notice from the Owners shallconstitute the Termination Event under this Clause 41(a) (i) ; or (ii)if either (A) the Charterers shall fail at any time to effect or maintain any insurances required to be effected and maintained under this Charter, or anyinsurer shall avoid or cancel any such insurances (other than where the relevant avoidance or cancellation results from an event or circumstanceoutside the reasonable control of the Charterers and the relevant insurance are reinstated or re-constituted in a manner meeting the requirements ofthis Charter within seven (7) days after such avoidance or cancellation) or the Charterers shall commit any breach of or make any misrepresentation inrespect of any such insurances the result of which is to entitle the relevant insurer to avoid the policy or otherwise to be excused or released from allor any of its liability thereunder to the Owners (unless, prior to the relevant insurer exercising any such right, he expressly and irrevocably waives thebreach or misrepresentation in question), or (B) any of the said insurances shall cease for any reason whatsoever to be in full force and effect (otherthan where the reason in question is outside the reasonable control of the Charterer and the relevant insurances are reinstated or re-constituted in amanner meeting the requirements of this Charter within seven (7) days after such cessation); or (iii)if the Charterers shall at any time fail to observe or perform any of their material obligations under this Charter, other than those obligations referredto in sub-clause (i) or sub-clause (ii) of this Clause 41 (a), and such failure to observe or perform any such obligation is not remedied within fourteen (14) days ofreceipt by the Charterers of a written notice from the Owners requesting remedial action; or (iv)if any material representation or warranty by the Charterers in connection with this Charter or in any document or certificate furnished to the Ownersby the Charterers in connection herewith or therewith shall prove to have been untrue, inaccurate or misleading in any material respect when made(and such occurrence continues unremedied for a period of fourteen (14) days after receipt by the Charterers of written notice from the Ownersrequesting remedial action); or (v)if an application or petition is filed for bankruptcy, rehabilitation or reorganization or other legal action of a similar nature is taken against theCharterers or by themselves or any order shall be made unless such application or petition is being contested in good faith and on substantial groundsand is stayed, dismissed or withdrawn within sixty (60) days after the presentation of the application or petition or any resolution passed by theCharterers for the appointment of any liquidator, receiver, trustee, curator or sequestrator (or similar official) of the Charterers in respect of all or asubstantial part of their respective assets (save for the purposes of an amalgamation, merger or reconstruction not involving insolvency, the terms ofwhich shall have received the prior written approval of the Owners or an amalgamation, merger or reconstruction where the Charterers or their parentcompany is the surviving entity) unless such resolution are revoked within sixty (60) days; or 9 (vi)if the Charterers shall cease to carry on or suspend all or a fundamental part of their business or shall make an official declaration of bankruptcy orinsolvency or shall otherwise become or be adjudicated insolvent; or (vii)if any consent, authorization, license or approval necessary for this Charter to be or remain the valid legally binding obligations of the Charterers, orto the Charterers to perform their obligations hereunder or thereunder, is not granted or is revoked, suspended, withdrawn or terminated or expires andis not renewed (provided that the occurrence of such circumstances shall not give rise to a Termination Event if the same are remedied within thirty(30) days of the date of their occurrence), other than as would not be reasonably expected to result in a material adverse event. Upon and during a Termination Event, the Charterers shall agree to assign any earnings under any underlying time charter agreement of the Vessel underwhich the charter period exceeds (excluding any extension options) three (3) months and, upon request, execute and deliver any such necessary documentas may be required to perfect the security in favor of the Owners at the Charterers’ cost and expense. (b) Upon occurrence of any of the following events (an “Owners’ Default”): 1.the Owners fail to comply with any material obligations under this Charter and where the default is capable of remedy, such default is notremedied within fourteen (14) days after notice from the Charterers requesting Owners’ action to remedy same; 2.any material representation or warranty made by the Owners in or pursuant to this Charter or in any notice, certificate, instrument or statementcontemplated thereby or made or delivered pursuant hereto or thereto is, or proves to be, untrue or incorrect in any material respect when madeor deemed to be repeated and action has not been taken by the Owners to ensure that such untrue or incorrect representation or statement isrendered correct within fourteen (14) days of the Charterers' notifying the Owners; 3.it is or becomes unlawful for the Owners to perform any of their obligations in any material respect under this Charter or this Charter or anyobligation of the Owners under this Charter ceases to be legal, valid, binding or enforceable which are not rectified within fourteen (14) days after theOwners ought to have been informed or made aware of such circumstances ; 4.ownership of the Vessel is transferred by the Owners in breach of Clause 22 (b); 5.Subject always to Clause 17 (b), the Vessel is under arrest, detention, seizure, capture, condemned as prize, confiscated, forfeited, hijacked orstolen as a direct result of the Owners’ actions or omissions and the Owners fail to procure the release of the Vessel from such arrest, detention,seizure, capture, condemnation as prize, confiscation, forfeiture, hijacking or theft within 30 calendar days after their occurrence; 6.there is a change in the legal and/or beneficial owner of the shares in the Owners without the Charterers’ prior written approval (such approvalnot to be unreasonably withheld or delayed), other than in favour of an affiliate of the Owners; 10 "Affiliate" means, in relation to any person, a subsidiary of that person or a Holding Company of that person or any other subsidiary of that HoldingCompany. "Holding Company" means, in relation to a person, any other person in relation to which it is a subsidiary; 7.the title of the Vessel with the relevant flag state in respect of the primary registry (or, the bareboat registry, as the case may be) is or has becomeinvalid due to the Owners’ acts or omissions and such circumstances are not remedied within 5 Banking Days after their occurrence; 8.any of the following occurs in relation to the Owners: i)an application or petition is filed for bankruptcy, rehabilitation or reorganization or other legal action of a similar nature is takenagainst the Owners or by themselves or any order shall be made unless such application or petition is being contested in good faith andon substantial grounds and is dismissed or withdrawn within sixty (60) days of the presentation of the application or petition or anyresolution passed by the Owners for the appointment of any liquidator, receiver, trustee, curator or sequestrator (or similar official) ofthe Owners in respect of all or a substantial part of their respective assets (save for the purposes of an amalgamation, merger orreconstruction not involving insolvency, the terms of which shall have received the prior written approval of the Charterers or anamalgamation, merger or reconstruction where the Owners or their parent company is the surviving entity) unless such resolution arerevoked within sixty (60) days: or ii)if the Owners shall stop payments to a substantial proportion (by value) of their creditors by reason of the Owners’ fault or shall ceaseto carry on or suspend all or a substantial part of their business or shall make an official declaration of bankruptcy or insolvency orshall otherwise become or be adjudicated insolvent;iii)the occurrence of any claim, action, suit, proceeding or investigation against the Owners with respect to Sanctions by a SanctionsAuthority; oriv)a finance party or the Owner is in breach of their obligations under the quiet enjoyment letter at such time when no Termination Eventhas occurred and is continuing and such breach is not remedied within 5 Banking Days after its occurrence, the following provisionsshall apply; (A)if an Owners’ Default occurs, the obligation of the Charterers to pay Charter Hire shall cease for as long as such Owners’ Default iscontinuing; (B)if such Owners’ Default is continuing, the Charterers shall have the option immediately thereafter to: 11 i)exercise its option to purchase the Vessel in accordance with Clauses 49 and 50 (notwithstanding the Charterers' obligation tosend one (1) month prior notice pursuant to Clause 49) for the amount set out therein less the direct losses, costs, fees andexpenses incurred by the Charterers due to the Owner's Default; or ii)terminate this Charter whereupon the Owners shall pay to the Charterers the amount of equity the Charterers have invested inthe Vessel plus the direct losses, costs, fees and expenses incurred by the Charterers due to the Owner's Default. For theavoidance of doubt, nothing precludes the Charterers from engaging in discussions with new owners of the Vessel or anyadministrator thereof as the case may be, to continue the Bareboat Charter. 42.OWNERS' RIGHTS ON TERMINATION (a)Subject to the provisions of Clause 41 hereof and that no Owners’ Default has occurred and is continuing, at any time after a Termination Event shallhave occurred and be continuing, the Owners may, by notice to the Charterers immediately, or on such date as the Owners shall specify, terminate thechartering by the Charterers of the Vessel under this Charter, whereupon the Charterers shall redeliver the Vessel to the Owners as per Clause 42 (b)hereof. (b)If the chartering of the Vessel under the Charter is terminated in accordance with this Clause 42 the Charterers shall redeliver the Vessel withoutdelay, substantially in the same condition and class as that in which she was delivered (subject to Clause 38), fair wear and tear not affecting classexcepted, to the Owners at the Vessel’s current or next port of call and pay to the Owners the following Termination Compensation within 15 BankingDays from the date of termination (the “Termination Date") (the “Grace Period”): Termination Compensation shall mean the aggregate of (A) all Charter Hire due and payable, but unpaid, under this Charter to (and including) theTermination Date together with interest accrued thereon pursuant to Clause 36 (d) hereof from the due date for payment thereof to the TerminationDate and (B) any sums, other than Charter Hire, due and payable by the Charterers, but unpaid, under this Charter together with interest accruedthereon pursuant to Clause 36 (d) to (and including) the Termination Date (which shall include any reasonable costs and expenses incurred by theOwners due to the Termination Event or the Termination as far as such cost or expenses are demonstrated by documentary evidence), and (C) BreakCosts (as below defined). "Break Costs" means all breakfunding costs (excluding costs relating to interest rate swaps and similar interest rate hedging instruments and anycosts or fees relating to the early termination of the Financial Instruments) incurred or payable by the Owners pursuant to the relevant fundingarrangement entered into by the Owners for the purpose of financing any part of the purchase price of the Vessel under the MOA as a result of thereceipt of an amount pursuant to this Charter on a day other than a Charter Hire Payment Date due to a Termination Event. In case of this Charter being terminated in accordance with this Clause 42, except for the claim of Termination Compensation and any other claimsexpressly stipulated in this Charter (for the avoidance of doubt, this “other claims” include, without limitation, indemnity of loss, damage or expenseincurred by the Owners arising out of or in relation to the operation of the Vessel by the Charterers in accordance with Clause 17 of this Charter), theOwners shall not have any right to claim further compensation from the Charterers to recover any other direct or indirect, punitive or consequential,loss or damage to the Owners caused by the termination of this Charter in accordance with the applicable laws. 12 (c)All arrangements and expenses relating to the settling of wages, disembarkation and repatriation of the Charterers’ Master, officers and crew and allreasonable and documented costs and expenses incurred by the Owners for the redelivery and re- possession of the Vessel shall be the soleresponsibility of the Charterers. (d)If the Charter is terminated in accordance with this Clause 42, the Charterers shall immediately redeliver the Vessel to the Owners at the Vessel’scurrent or next port of call. The Vessel shall be redelivered to the Owners in substantially the same condition and class as that in which she wasdelivered (subject to Clause 38), fair wear and tear not affecting class excepted. (e)Transfer of title. If the Termination Compensation is paid within the Grace Period, the Charterer shall be automatically released from all itsobligations under this Charter and the other Leasing Documents, and the Owners shall promptly transfer title to the Vessel to the Charterers or itsnominee. (f)Owners’ sale of the Vessel. If the Charterers fail by the Grace Period to pay the Termination Compensation, then the Owners shall promptly obtainan appraisal of the market value of the Vessel by obtaining a valuation from each of MB Shipbrokers and Arrow. The market value of the Vessel shallbe the mean average of the two valuations received (the “Market Value”). (g)In the event that the Market Value of the Vessel is higher than the Outstanding Amount (as defined below), then the Owners shall be obliged to putthe Vessel on the market for a period of 90 days from the expiry of the Grace Period (with the cooperation of the Charterers) for the finding of a buyerto sell the Vessel for a price equivalent at least to the Market Value, and the Charterers shall be entitled to independently market the Vessel and shallretain the right of first refusal to purchase the Vessel for the amount of the Outstanding Amount (as defined below) (which shall be considered aremedy of the Termination Event). (1)In the event that the Owners sell the Vessel for a sale price exceeding the aggregate of (a) the documented expenses and costs as may have beenincurred by the Owners in respect of the sale of the Vessel and (b) the Termination Compensation (the “Outstanding Amount”), any excess shallbe paid to the Charterer, and the Charterers shall cease to be liable under the Charter and any leasing documents to which each is a party; and (2)In the event that the Owners sell the Vessel for a sale price lower than the Outstanding Amount (provided that it shall be in Owners' fulldiscretion to either accept such lower price or decide not to sell at such lower price), the Charterers shall remain liable under this Charter for theamount by which the Outstanding Amounts exceed the sale price of the Vessel. (h)If the Vessel is marketed for sale but no Memorandum of Agreement in respect of a sale is signed within 90 days from the expiry of the Grace Period,the Owners shall determine again the value of the Vessel (the "Termination Value") which in this event shall be either (i) the highest bid received forthe Vessel or (ii) if no bid was received, the Market Value discounted with 10 %. In such event the Owners shall be free to keep the Vessel in itsownership, and the Charterers shall remain liable to the Owners under this Charter for the amount by which the Outstanding Amount exceeds theTermination Value. 13 (i)If the Market Value, or as the case may be, the Termination Value: (i)is higher than the Outstanding Amount, and the Owners decide not to sell the Vessel, then the Market Value, or as the case may be,Termination Value will be set off against the Outstanding Amount and any surplus paid to the Charterers; or (ii)is lower than the Outstanding Amount, and the Owners decide not to market the Vessel for sale, the Charterers shall remain liable to theOwners under this Charter for the amount by which the Outstanding Amount exceeds the Market Value 43. NAME The Charterers shall choose the initial name of the Vessel and, subject only to prior written notification to the Owners and the relevant authorities of thejurisdiction in which for the time being the Vessel is registered, be entitled from time to time to change the name of the Vessel, provided however that anyexpenses and time (including but not limited to legal charges for finance documents for the Vessel) shall be for the Charterers’ account. During theCharter period, the Charterers shall have the liberty to paint the Vessel in their own colors, install and display their funnel insignia and fly their ownhouse flag. Painting and installment shall be at Charterers’ expenses and time. The Owners shall have no right to change the name of the Vessel during the Charter Period. 44.MORTGAGE and ASSIGNMENT The Charterers agree that, so long as the Owners’ lenders are a bank or similar financial institution with an investment grade rate, the Owners shall beentitled, at any time during the term of this Charter and without requiring consent of, but with prior written notice to, the Charterers to grant to theirlenders or an agent or security trustee of their lenders (i) mortgage(s) securing its interest over the Vessel (the “Mortgage”) and/or (ii) one or moreassignment(s) of any or all the rights, title, interests and benefit of the Owner in this Charter or any security document, the earnings generated by thisCharter, the insurances over the Vessel and all other rights of the Owner, as security for any facility in relation to the financing or re-financing of theVessel subject to such mortgage and assignment(s) in favour of the lenders or an agent or security trustee of the lenders, PROVIDED ALWAYS that suchMortgage or assignment or other security documents shall only be provided for the purpose of financing or re-financing the acquisition of this Vessel andsubject to the entry into a quiet enjoyment letter by the Mortgagee (the “Quiet Enjoyment Letter”), the Owners and the Charterers in such form reasonablyagreed by all parties. Charterers agree to sign an acknowledgement to any such assignment(s) or any other comparable document reasonably required by the Mortgagee, infavour of the Mortgagee. Any cost incurred by the Charterers shall be for Owners' account. Any Financial Instrument (including, without limitation, the Mortgage and the Assignment of Insurances) shall in no way be or purport to be prejudicialto the rights of the Charterer under the terms of this Charter subject to the terms and conditions of the Quiet Enjoyment Letter or any Financial Instrumentor any Leasing Document. 14 Except as set out above, neither party shall assign its right or obligations or parts thereof to any third party without the written consent of the other. In respect of the Vessel the Owners undertake not to borrow more than the respective purchase option prices as set out at the relevant milestone in Clause49 hereof. The Owners have an obligation to get an acknowledgement from the Mortgagee (or include such wording the quiet enjoyment letter) and/or any otherfinanciers and/or beneficiary of any security granted by the Owners in favour of the Owners’ financiers, that they will release any security interest (includingthe Mortgage) upon receipt of the respective purchase option prices as set out at the relevant milestone in Clause 49 hereof.45.[Not used] 46.[Not used] 47. MORTGAGE NOTICEIf required under the laws of the relevant flag state, the Charterers shall keep prominently displayed in the chart room and in the master's cabin of theVessel a framed printed notice (the print on which shall measure at least six inches by nine inches) reading as follows : NOTICE OF MORTGAGE This Vessel is subject to a First Preferred Mortgage made by SK Shipholding S.A. as owner, to The Bank of Fukuoka, Ltd., as mortgagee, pursuant to theprovisions of Chapter 3 of the Republic of the Marshall Islands Maritime Act 1990 as amended. Under the terms of the said Mortgage, neither the aboveowner, nor any charterer nor the Master of this Vessel has any power, right or authority whatever to create, incur or permit to be imposed on this Vesselany lien or encumbrance except for crews' wages and salvage". 48.[Not used] 49.CHARTERERS' OPTION TO PURCHASE VESSEL (a) The Charterers or their guaranteed nominee shall have the option to purchase the Vessel at any time from the end of 3rd year after the Delivery Dateonwards throughout the Charter Period on a strictly "as is/where she is" basis (physically) (the “Purchase Option”). (b) The Purchase Option may be exercised from the 3rd anniversary of the Delivery Date provided however that the Owners are given by the Charterers aminimum forty-five (45) days prior written irrevocable notice, executed by a duly authorized officer or attorney, of their intention to exercise the PurchaseOption. (c) The price to be paid by the Charterers for the Vessel shall be as set out in Annex 1 hereto and shall between relevant year-end dates be calculated on apro-rata basis. (d) Upon the Owners’ receipt in full of the payment of the applicable Purchase Option price and any other amount due and payable to the Ownershereunder, the Owners shall (except in case of Total Loss in which case Clause 40 shall apply or in the case of an Owners’ Default in which case Clause41 shall apply) transfer the legal and beneficial ownership of the Vessel on an “as is where is” basis to the Charterers or their nominees and shall execute abill of sale and a protocol of delivery and acceptance evidencing the same and any other document necessary to transfer the title of the Vessel to theCharterers (and to the extent required for such purposes the Vessel shall be deemed first to have been redelivered to the Owners), such documents toinclude: 15 (i) a copy of the certificate of the deletion of the Vessel (if required for a change of flag) and a written undertaking to provide the original within 30days;(ii) at the date of the transfer of title, certified true copies of all corporate documents as may be required and an original Owners’ power of attorney(notarized and/or apostilled as may be required) authorizing the sale of the Vessel to the Charterer or its nominee;(iii) a certificate of good standing of the Owners; and(iv) such other documents as the Charterers may reasonably require to effect the legal transfer and registration of the title in the Charterers’ name. (e) Any security granted by the Charterers in favour of the Owners or by the Owners in favour of its financier or to any other persons to the benefit of thatfinancier (including, but not limited to, the Mortgage) shall be immediately released at the Owner’s cost no later than the delivery of the Vessel to theCharterers pursuant to this Clause 49. (f) The Owners as seller makes no warranty, and shall not be under any obligation or liability to the Charterers or their guaranteed nominee as buyer, inrespect of any claims, demands, damages, liens, mortgages, encumbrances or other debts (other than those created or caused to be created by the Owners,which include -but without limitation- those in favour of the Mortgagee relating to the Vessel). And the Owners as seller also makes no warranty as to theVessel being free from any Port State or other administrative detentions at the time of delivery of the Vessel under this Clause (other than as the same maybe created or caused to be created by the Owners). (g)The Owners as seller makes no representation or warranty, whether expressed orimplied by statute, common law or others, as to the seaworthiness, merchantability, condition, design, description, specification, operation, performance,capacity, quality, suitability, durability, or fitness for use or as to the eligibility of the Vessel with everything belonging to her for any particular purpose ortrade whatsoever. 50.CHARTERERS' OBLIGATION TO PURCHASE VESSEL (a) The Charterers or their guaranteed nominee shall have an obligation to purchase from the Owners on a strictly "as is/where she is" basis (physically)all of the Owners’ beneficial and legal right, title and interest in the Vessel at the end of the Charter Period,i.e. at the end of the 10th year after the Delivery Date, for a purchase price of USD 15,809,000 unless this Charter is terminated before the Charter Periodhas expired or the Owners and the Charterers agree otherwise. (b) Upon the Owners’ receipt in full of the payment of the purchase price set out in Clause 50(a) hereof and any other amount due and payable to theOwners hereunder, the Owners shall (except in case of Total Loss in which case Clause 40 shall apply or in the case of an Owners’ Default in which caseClause 41 shall apply) transfer the legal and beneficial ownership of the Vessel on an “as is where is” basis to the Charterers or their nominees and shallexecute a bill of sale and a protocol of delivery and acceptance evidencing the same and any other document necessary to transfer the title of the Vessel tothe Charterers (including, without limitation, such documents set out in Clause 49(d)) (and to the extent required for such purposes the Vessel shall bedeemed first to have been redelivered to the Owners). 16 (c) The Owners as seller makes no warranty, and shall not be under any obligation or liability to the Charterers or their guaranteed nominee as buyer, inrespect of any claims, demands, damages, liens, mortgages, encumbrances or other debts (other than those created or caused to be created by the Owners,which include -but without limitation- those in favour of the Mortgagee relating to the Vessel. And the Owners as seller also makes no warranty as to theVessel being free from any Port State or other administrative detentions at the time of delivery of the Vessel under this Clause (other than as the same maybe created or caused to be created by the Owners). (d) The Owners as seller makes no representation or warranty, whether expressed or implied by statute, common law or others, as to the seaworthiness,merchantability, condition, design, description, specification, operation, performance, capacity, quality, suitability, durability, or fitness for use or as to theeligibility of the Vessel with everything belonging to her for any particular purpose or trade whatsoever. (e) Any security granted by the Charterer in favor of the Owner or by the Owner in favour of its financier or to any other persons to the benefit of thatfinancier (including, but not limited to, the Mortgage) shall be released immediately no later than the delivery of the Vessel to the Charterers pursuant tothis Clause 50. 51.MISCELLANEOUS (a) The terms and conditions of this Charter and the respective rights of the Owners andthe Charterers shall not be waived or varied otherwise than by an instrument in writing of the same date as or subsequent to this Charter executed byboth parties or by their duly authorized representatives, (b)No failure or delay on the part of the Owners or the Charterers in exercising any power, right or remedy hereunder or in relation to the Vessel shalloperate as a waiver thereof nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise of anysuch right or power or the exercise of any other right, power or remedy. (c)lf any terms or condition of this Charter shall to any extent be illegal invalid or unenforceable, the remainder of this Charter shall not be affectedthereby and all other terms and condition shall be legal valid and enforceable to the fullest extent permitted by law. 52.COMMUNICATIONS Except as otherwise provided for in this Charter, all notices or other communications under or in respect of this Charter to either party hereto shall be inwriting and shall be made or given to such party at the address, facsimile number or e-mail address appearing below (or at such other address, facsimilenumber or e-mail address as such party may hereafter specify for such purposes to the other by notice in writing):- (i)in the case of the Owners to: SK SHIPHOLDING S.A.C/O SHINKEN BUSSAN CO., LTD.2-16-2 Nihonbashi, Chuo-Ku, TOKYO 103-0027 JapanTel:Fax: 17 (ii)in the case of the Charterers to: Daxos Maritime LimitedTrust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands, MH96960 c/o Globus Shipmanagement Corp128, Vouliagmenis Ave16674 GlyfadaAthens – GreeceTel:Fax:e-mail:A written notice includes a notice by facsimile or e-mail. A notice or other communication received on a non-working day or after business hours in theplace of receipt shall be deemed to be served on the next following working day in such place. Subject always to the foregoing sentences, any communication by personal delivery or letter shall be deemed to be received on delivery, anycommunication by e-mail shall be deemed to be received upon transmission of the automatic answer back of the addresses and any communication byfacsimile shall be deemed to be received upon appropriate acknowledgment by the addressee's receiving equipment.All communications and documents delivered pursuant to or otherwise relating to this Charter shall either be in English or accompanied by a certifiedEnglish translation. 53.TRADING IN WAR RISK AREA Charterers shall be permitted to order the Vessel into an area subject to War Risk as defined in Clause 26 (a) without the Owners' consent provided that allMarine, War and P&I insurance are maintained with full force and effect and Charterers shall pay any additional premiums to maintain such insurance. 54.INVENTORIES, OIL AND STORES The Owners shall at the time of redelivery take over and pay for all bunkers, and unused lubricating oils in the said Vessel at the last purchase price of theCharterers with supporting vouchers. However, the Charterers shall not pay to the Owners at the time of delivery for any bunkers, lubricating oil,provisions, paints, ropes and consumable stores which the Charterers have supplied to the Vessel at the Charterers' expense prior to delivery unless theybelong to a third party and subject to paying their cost to the Charterers. 18 55.TRADE AND COMPLIANCE CLAUSE The Charterers and the Owners hereby agree that to the best of their knowledge no person/s or entity/ies worked for or engaged by the Charterers or theOwners under this Charter have been designated under any applicable national or international law imposing trade and economic sanctions. Further, theCharterers and the Owners agree that performance of this Charter will not infringe any sanctions or restrictions under any applicable national orinternational law or regulation imposing trade or economic sanctions. 56.FINANCIAL STATEMENTS During the currency of this Charter, the Charterer shall each year and no later than ten (10) Banking Days after they become available, provide to theOwners the audited financial statements of Globus Maritime Limited. Furthermore, the parties agree that all publicly available and disclosed informationin respect of Globus Maritime Limited is deemed to be "provided" for the purposes of this clause. 57.CONFIDENTIALITY All communication between the Parties or information shared by one party to the other party shall be treated as confidential information and be protectedwith security measures and a degree of care that would apply to such party's own confidential information and may only be disclosed to a third party on a"need to know" basis, including without limitation to each party's advisors or financiers, any regulatory or administrative authority pursuant to applicablelaw, regulations and listing requirements in the NASDAQ Stock Exchange. 58.SANCTIONS AND DESIGNATED ENTITIES (a)The provisions of this clause shall apply in relation to any sanction, prohibition or restriction imposed on any specified persons, entities or bodiesincluding the designation of specified vessels or fleets under United Nations Resolutions or trade or economic sanctions, laws or regulations of theEuropean Union or the United States of America.(b)The Owners and the Charterers respectively warrant for themselves (and in the case of any sub-charter, the Charterers further warrant in respect ofany sub-charterers, shippers, receivers, or cargo interests) that at the date of this fixture and throughout the duration of this Charter Party they arenot subject to any of the sanctions, prohibitions, restrictions or designation referred to in subclause (a) which prohibit or render unlawful anyperformance under this Charter Party. The Owners further warrant that the Vessel is not a designated vessel.(c)If at any time during the performance of this Charter Party either party becomes aware that the other party is in breach of warranty in this Clause,the party not in breach shall comply with the laws and regulations of any Government to which that party or the Vessel is subject, and follow anyorders or directions which may be given by any body acting with powers to compel compliance, including where applicable the Owners’ Flag State.In the absence of any such orders, directions, laws or regulations, the party not in breach may, in its option, terminate the Charter Party forthwith inaccordance with Clause 28, Clause 41 and Clause 42.(d)If, in compliance with the provisions of this Clause, anything is done or is not done, such shall not be deemed a deviation but shall be considereddue fulfilment of this Charter Party.(e)Notwithstanding anything in this Clause to the contrary, the Owners or the Charterers shall not be required to do anything which constitutes aviolation of the laws and regulations of any State to which either of them is subject. 19 (f)The Owners or the Charterers shall be liable to indemnify the other party against any and all claims, losses, damage, costs and fines whatsoeversuffered by the other party resulting from any breach of warranty in this Clause. 59.COUNTERPARTS This Agreement and each other Leasing Document may be executed in any number of counterparts, and this has the same effect as if the signatureson the counterparts were on a single copy of this Agreement or that Leasing Document, as the case may be. 60.ENTIRE AGREEMENT(a)This Agreement, in conjunction with the other Leasing Documents, constitutes the entire agreement between the parties and supersedes all previousagreements, understandings and arrangements between them, whether in writing or oral, in respect of its subject matter.(b)Each Party acknowledges that it has not entered into this agreement or any other Leasing Document in reliance on, and shall have no remedies inrespect of, any representation or warranty that is not expressly set out in this Agreement or in any other Leasing Document. = end = 20 Annex 1 Purchase Option Price: PeriodPurchase Option PricesEnd of year 3USD 25,615,000End of year 4USD 24,147,000End of year 5USD 22,779,000End of year 6USD 21,474,500End of year 7USD 20,170,000End of year 8USD 18,683,000End of year 9USD 17,169,000End of year 10USD 15,809,000 End of 10 years price as Purchase Obligation. Annex 2 and 3 period Outstanidng lease obligaiton Principal Repayment (Annual FixedPayment/12) Minimum Insured Value (110% of outstandinglease obligation)028,000,000 30,800,000127,908,750.0091,250.0030,699,625227,817,500.0091,250.0030,599,250327,726,250.0091,250.0030,498,875427,635,000.0091,250.0030,398,500527,543,750.0091,250.0030,298,125627,452,500.0091,250.0030,197,750727,361,250.0091,250.0030,097,375827,270,000.0091,250.0029,997,000927,178,750.0091,250.0029,896,6251027,087,500.0091,250.0029,796,2501126,996,250.0091,250.0029,695,8751226,905,000.0091,250.0029,595,5001326,813,750.0091,250.0029,495,1251426,722,500.0091,250.0029,394,7501526,631,250.0091,250.0029,294,3751626,540,000.0091,250.0029,194,0001726,448,750.0091,250.0029,093,6251826,357,500.0091,250.0028,993,2501926,266,250.0091,250.0028,892,8752026,175,000.0091,250.0028,792,5002126,083,750.0091,250.0028,692,1252225,992,500.0091,250.0028,591,7502325,901,250.0091,250.0028,491,3752425,810,000.0091,250.0028,391,0002525,718,750.0091,250.0028,290,6252625,627,500.0091,250.0028,190,2502725,536,250.0091,250.0028,089,8752825,445,000.0091,250.0027,989,5002925,353,750.0091,250.0027,889,1253025,262,500.0091,250.0027,788,7503125,171,250.0091,250.0027,688,3753225,080,000.0091,250.0027,588,0003324,988,750.0091,250.0027,487,6253424,897,500.0091,250.0027,387,2503524,806,250.0091,250.0027,286,8753624,715,000.0091,250.0027,186,5003724,617,666.6797,333.3327,079,4333824,520,333.3397,333.3326,972,3673924,423,000.0097,333.3326,865,3004024,325,666.6797,333.3326,758,2334124,228,333.3397,333.3326,651,1674224,131,000.0097,333.3326,544,1004324,033,666.6797,333.3326,437,0334423,936,333.3397,333.3326,329,967 1 4523,839,000.0097,333.3326,222,9004623,741,666.6797,333.3326,115,8334723,644,333.3397,333.3326,008,7674823,547,000.0097,333.3325,901,7004923,449,666.6797,333.3325,794,6335023,352,333.3397,333.3325,687,5675123,255,000.0097,333.3325,580,5005223,157,666.6797,333.3325,473,4335323,060,333.3397,333.3325,366,3675422,963,000.0097,333.3325,259,3005522,865,666.6797,333.3325,152,2335622,768,333.3397,333.3325,045,1675722,671,000.0097,333.3324,938,1005822,573,666.6797,333.3324,831,0335922,476,333.3397,333.3324,723,9676022,379,000.0097,333.3324,616,9006122,278,625.00100,375.0024,506,4886222,178,250.00100,375.0024,396,0756322,077,875.00100,375.0024,285,6636421,977,500.00100,375.0024,175,2506521,877,125.00100,375.0024,064,8386621,776,750.00100,375.0023,954,4256721,676,375.00100,375.0023,844,0136821,576,000.00100,375.0023,733,6006921,475,625.00100,375.0023,623,1887021,375,250.00100,375.0023,512,7757121,274,875.00100,375.0023,402,3637221,174,500.00100,375.0023,291,9507321,074,125.00100,375.0023,181,5387420,973,750.00100,375.0023,071,1257520,873,375.00100,375.0022,960,7137620,773,000.00100,375.0022,850,3007720,672,625.00100,375.0022,739,8887820,572,250.00100,375.0022,629,4757920,471,875.00100,375.0022,519,0638020,371,500.00100,375.0022,408,6508120,271,125.00100,375.0022,298,2388220,170,750.00100,375.0022,187,8258320,070,375.00100,375.0022,077,4138419,970,000.00100,375.0021,967,0008519,854,416.67115,583.3321,839,8588619,738,833.33115,583.3321,712,7178719,623,250.00115,583.3321,585,5758819,507,666.67115,583.3321,458,4338919,392,083.34115,583.3321,331,2929019,276,500.00115,583.3321,204,1509119,160,916.67115,583.3321,077,0089219,045,333.34115,583.3320,949,8679318,929,750.00115,583.3320,822,7259418,814,166.67115,583.3320,695,583 2 9518,698,583.34115,583.3320,568,4429618,583,000.00115,583.3320,441,3009718,467,416.67115,583.3320,314,1589818,351,833.34115,583.3320,187,0179918,236,250.01115,583.3320,059,87510018,120,666.67115,583.3319,932,73310118,005,083.34115,583.3319,805,59210217,889,500.01115,583.3319,678,45010317,773,916.67115,583.3319,551,30810417,658,333.34115,583.3319,424,16710517,542,750.01115,583.3319,297,02510617,427,166.67115,583.3319,169,88310717,311,583.34115,583.3319,042,74210817,196,000.01115,583.3318,915,60010917,080,416.68115,583.3318,788,45811016,964,833.34115,583.3318,661,31711116,849,250.01115,583.3318,534,17511216,733,666.68115,583.3318,407,03311316,618,083.34115,583.3318,279,89211416,502,500.01115,583.3318,152,75011516,386,916.68115,583.3318,025,60811616,271,333.34115,583.3317,898,46711716,155,750.01115,583.3317,771,32511816,040,166.68115,583.3317,644,18311915,924,583.35115,583.3317,517,04212015,809,000.01115,583.3317,389,900 Please noteAnnex figure is reference only since there are 30days or 31day monthly payment and even leap eyar, Actual Outstanding Lease Obligation amount shall befixed as per Bareboat Charterer'sactual payment amount 3 Annex 4FORM OF LETTER OF QUIET ENJOYMENT 1Dated:2 Daxos Maritime Limited of Majuro, Marshall Islands (Name of sellers), hereinafter called the “Sellers”, guaranteed by Globus MaritimeLimited of Marshall Islands have agreed to sell, and3 SK SHIPHOLDING S.A. of Edificio Comosa , Avenidas Samuel Lewis y Manuel M. Ycaza, and Post office Box Number 4150, Panama City,Republic of Panama guaranteed by SHINKEN BUSSAN CO., LTD of Japan (Name of buyers), hereinafter called the “Buyers”, have agreed to buy:4 Name of vessel: GLBS MIGHT: One (1) unit of about 64,000 DWT Bulk Carrier to be built in 2024 by NANTONG COSCO KHISHIP ENGINEERING CO., LTD. of China, with the Hull COSCO KHI NE4425IMO Number: 99728046Classification Society: ABS7 Class Notation: ABS, XA1, Bulk Carrier, BC-A (holds No.2 and 4 may be empty), XAMS, XACCU, ENVIRO, CSR, AB-CM, TCM, BWT,RW, IHM, CPS, GRAB[20], ESP, UWILD, NOx-Tier III8Year of Build: 2024 Builder/Yard: NANTONG COSCO KHI SHIP ENGINEERING CO., LTD.9Flag: Marshall Islands Place of Registration: Majuro GT/NT: 36800 / 21100 ITC10hereinafter called the “Vessel”, on the following terms and conditions:11Definitions12“Banking Days" are days on which banks are open both in the country of the currency stipulated for13the Purchase Price in Clause 1 (Purchase Price) and in the place of closing stipulated in Clause 814 (Documentation) and New York city , London, Tokyo, Geneva, Marshall Islands, Singapore, Athens (add additional jurisdictions asappropriate).15“Buyers’ Nominated Flag State” means Marshall Islands (state flag state).16“Class" means the class notation referred to above.17“Classification Society" means the Society referred to above.18"Deposit" shall have the meaning given in Clause 2 (Deposit)19“Deposit Holder” means (state name and location of Deposit Holder) or, if lef t blank, the20Sellers’ Bank, which shall hold and release the Deposit in accordance with this Agreement.21“In writing" or "written" means a letter handed over from the Sellers to the Buyers or vice versa, a22registered letter, e-mail or telefax.23“Parties” means the Sellers and the Buyers.“SBC” means a ship building contract dated 13 May 2022 together with any and all addenda and/or supplements and/or amendments theretoentered into between the Sellers as the buyer and the Builders as the builder.“BBC” means a Bareboat Charterparty dated together with any and all addenda and/or supplements and/or amendments thereto enteredinto between the Sellers as the Charterer and the Buyers as the Owner. 24“Purchase Price” means the price for the Vessel as stated in Clause 1 (Purchase Price). 1 25 “Sellers’ Account” means Account Number: , BIC/SWIFT: , IBAN: , Currency: USD (state details of bank account) at the Sellers’ Bank.26 “Sellers’ Bank” means Bank: CREDIT SUISSE AG, Holder: DAXOS MARITIME LIMITED, M ajuro (state name of bank, branch and details)or, if left blank, the bank27notified by the Sellers to the Buyers for receipt of the balance of the Purchase Price.281. Purchase Price29 The Purchase Price is United States Dollars Twenty Eight Million only (US$ 28,000,000.-) (state currency and amount both in words andfigures).302. Deposit31As security for the correct fulfilment of this Agreement the Buyers shall lodge a deposit of3210% (ten per cent) or, if lef t blank, 10% (ten per cent), of the Purchase Price (the33 “Deposit”) in an interest bearing account (for the avoidance of doubt, any accrued interest credited on the Deposit shall be for theaccount of the Sellers) for the SellersParties with the Sellers' Account Deposit Holder within three (3)34Banking Days after the date that:35(i) this Agreement has been signed by the Parties and exchanged in original or by36e-mail or telefax; and37(ii) the Deposit Holder has confirmed in writing to the Parties that the account has been38 opened. Sellers and Guarantor shall issue a Letter of Guarantee in respect of the Deposit and the Balance to the Buyers.For the avoidance of doubt, no interest shall accrue on the Deposit up until the remittance of the remainder of the the Purchase Price in accordancewith Clause 3 (payment) below. 39The Deposit shall be released in accordance with joint written instructions of the Parties.40Interest, if any, shall be credited to the Buyers. Any fee charged for holding and releasing the41Deposit shall be borne equally by the Parties. The Parties shall provide to the Deposit Holder42all necessary documentation to open and maintain the account without delay.433. Payment44On delivery of the Vessel, but not later than three (3) Banking Days after the date that Notice of45Readiness has been given in accordance with Clause 5 (Time and place of delivery and46notices):Buyers shall make cash deposit with the Sellers' Bank, covering the Balance of the Purchase Price and all other sums payable on delivery, two(2) days prior to the expected date of delivery on the basis of the Sellers' three (3) days definite delivery notice. Interest of SOFR+2.1% for two(2) days advance payment shall be settled by 1st BBC hire.47(i) the Deposit shall be released to the Sellers; and48(ii) the balance of the Purchase Price and all other sums payable on delivery by the Buyers49to the Sellers under this Agreement shall be paid in full free of bank charges to the50Sellers’ Account.514. Inspection52(a)* The Buyers have inspected and accepted the Vessel's classification records. The Buyers53have also inspected the Vessel at/in (state place) on (state date) and have54accepted the Vessel following this inspection and the sale is outright and definite, subject only 2 55to the terms and conditions of this Agreement.56 (b)* The Buyers shall have the right to inspect the Vessel's classification records and declare57whether same are accepted or not within (state date/period).58 The Sellers shall make the Vessel available for inspection at/in (state place/range) within59(state date/period).60 The Buyers shall undertake the inspection without undue delay to the Vessel. Should the61 Buyers cause undue delay they shall compensate the Sellers for the losses thereby incurred.62 The Buyers shall inspect the Vessel without opening up and without cost to the Sellers.63 During the inspection, the Vessel's deck and engine log books shall be made available for64 examination by the Buyers.65 The sale shall become outright and definite, subject only to the terms and conditions of this66 Agreement, provided that the Sellers receive written notice of acceptance of the Vessel from67 the Buyers within seventy-two (72) hours after completion of such inspection or after the68 date/last day of the period stated in Line 59, whichever is earlier.69Should the Buyers fail to undertake the inspection as scheduled and/or notice of acceptance of70 the Vessel's classification records and/or of the Vessel not be received by the Sellers as71 aforesaid, the Deposit together with interest earned, if any, shall be released immediately to the72 Buyers, whereafter this Agreement shall be null and void.73 *4(a) and 4(b) are alternatives; delete whichever is not applicable. In the absence of deletions,74 alternative 4(a) shall apply.755. Time and place of delivery and notices. (Also see Clause 19)76(a) The Vessel shall be delivered and taken over safely afloat at a safe and accessible berth or77 anchorage at/in Nantong, China or other place to be mutually agreed in the event that the delivery o f the Vessel cannot occur at suchlocation on account of any Corona Measures as per Clause 26 or event of force majeure (state place/range) in the Sellers' option.78Notice of Readiness shall not be tendered before: (date)79Cancelling Date (see Clauses 5(c), 6 (a)(i), 6 (a) (iii) and 14):80(b) The Sellers shall keep the Buyers well informed of the Vessel's itinerary and shall81provide the Buyers with twenty (20), ten (10), five (5) and three (3) days’ notice of the date the82 Sellers intend to tender Notice of Readiness and of the intended place of delivery date from the Builders to the Sellers in accordance with the termsof the SBC and shall provide the Sellers with thirty (30), fifteen (15) days approximate notice and seven (7) and three (3) daysdefinite notice of the indicative delivery date of the Vessel.83When the Vessel is at the place of delivery and physically ready for delivery in accordance with84 this Agreement, the Sellers shall give the Buyers a written Notice of Readiness for delivery.85(c) If the Sellers anticipate that, notwithstanding the exercise of due diligence by them, the86 Vessel will not be ready for delivery by the Cancelling Date they may notify the Buyers in writing87stating the date when they anticipate that the Vessel will be ready for delivery and proposing a88 new Cancelling Date. Upon receipt of such notification the Buyers shall have the option of89either cancelling this Agreement in accordance with Clause 14 (Sellers’ Default) within three (3) 3 90 Banking Days of receipt of the notice or of accepting the new date as the new Cancelling Date.91If the Buyers have not declared their option within three (3) Banking Days of receipt of the92Sellers' notification or if the Buyers accept the new date, the date proposed in the Sellers'93notification shall be deemed to be the new Cancelling Date and shall be substituted for the94 Cancelling Date stipulated in line 79.95 If this Agreement is maintained with the new Cancelling Date all other terms and conditions96hereof including those contained in Clauses 5(b) and 5(d) shall remain unaltered and in full97 force and effect.98 (d) Cancellation, failure to cancel or acceptance of the new Cancelling Date shall be entirely99without prejudice to any claim for damages the Buyers may have under Clause 14 (Sellers’100 Default) for the Vessel not being ready by the original Cancelling Date.101(e) Should the Vessel become an actual, constructive or compromised total loss before delivery102the Deposit together with interest earned, if any, shall be released immediately to the Buyers103whereafter this Agreement shall be null and void.104 6. Divers Inspection / Drydocking105 (a)*106 (i) The Buyers shall have the option at their cost and expense to arrange for an underwater107inspection by a diver approved by the Classification Society prior to the delivery of the108Vessel. Such option shall be declared latest nine (9) days prior to the Vessel’s intended109date of readiness for delivery as notified by the Sellers pursuant to Clause 5(b) of this110 Agreement. The Sellers shall at their cost and expense make the Vessel available for111 such inspection. This inspection shall be carried out without undue delay and in the112presence of a Classification Society surveyor arranged for by the Sellers and paid for by113the Buyers. The Buyers’ representative(s) shall have the right to be present at the diver’s114 inspection as observer(s) only without interfering with the work or decisions of the115Classification Society surveyor. The extent of the inspection and the conditions under116 which it is performed shall be to the satisfaction of the Classification Society. If the117conditions at the place of delivery are unsuitable for such inspection, the Sellers shall at118their cost and expense make the Vessel available at a suitable alternative place near to119the delivery port, in which event the Cancelling Date shall be extended by the additional120time required for such positioning and the subsequent re-positioning. The Sellers may121 not tender Notice of Readiness prior to completion of the underwater inspection.122 (ii) If the rudder, propeller, bottom or other underwater parts below the deepest load line are123found broken, damaged or defective so as to affect the Vessel's class, then (1) unless124 repairs can be carried out afloat to the satisfaction of the Classification Society, the125Sellers shall arrange for the Vessel to be drydocked at their expense for inspection by126the Classification Society of the Vessel's underwater parts below the deepest load line, 4 127 the extent of the inspection being in accordance with the Classification Society's rules (2)128 such defects shall be made good by the Sellers at their cost and expense to the129satisfaction of the Classification Society without condition/recommendation** and (3) the130 Sellers shall pay for the underwater inspection and the Classification Society's131 attendance.132Notwithstanding anything to the contrary in this Agreement, if the Classification Society133 do not require the aforementioned defects to be rectified before the next class134drydocking survey, the Sellers shall be entitled to deliver the Vessel with these defects135 against a deduction from the Purchase Price of the estimated direct cost (of labour and136 materials) of carrying out the repairs to the satisfaction of the Classification Society,137 whereafter the Buyers shall have no further rights whatsoever in respect of the defects138and/or repairs. The estimated direct cost of the repairs shall be the average of quotes139 for the repair work obtained from two reputable independent shipyards at or in the140vicinity of the port of delivery, one to be obtained by each of the Parties within two (2)141Banking Days from the date of the imposition of the condition/recommendation, unless142the Parties agree otherwise. Should either of the Parties fail to obtain such a quote within143the stipulated time then the quote duly obtained by the other Party shall be the sole basis144 for the estimate of the direct repair costs. The Sellers may not tender Notice of145 Readiness prior to such estimate having been established.146 (iii) If the Vessel is to be drydocked pursuant to Clause 6(a)(ii) and no suitable dry-docking147 facilities are available at the port of delivery, the Sellers shall take the Vessel to a port148where suitable drydocking facilities are available, whether within or outside the delivery149range as per Clause 5(a). Once drydocking has taken place the Sellers shall deliver the150Vessel at a port within the delivery range as per Clause 5(a) which shall, for the purpose151 of this Clause, become the new port of delivery. In such event the Cancelling Date shall152be extended by the additional time required for the drydocking and extra steaming, but153 limited to a maximum of fourteen (14) days.154 (b)* The Sellers shall place the Vessel in drydock at the port of delivery for inspection by the155 Classification Society of the Vessel's underwater parts below the deepest load line, the extent156 of the inspection being in accordance with the Classification Society's rules. If the rudder,157 propeller, bottom or other underwater parts below the deepest load line are found broken,158 damaged or defective so as to affect the Vessel's class, such defects shall be made good at the159 Sellers' cost and expense to the satisfaction of the Classification Society without160condition/recommendation**. In such event the Sellers are also to pay for the costs and161 expenses in connection with putting the Vessel in and taking her out of drydock, including the162drydock dues and the Classification Society's fees. The Sellers shall also pay for these costs163 and expenses if parts of the tailshaf t system are condemned or found defective or broken so as 5 164to affect the Vessel's class. In all other cases, the Buyers shall pay the aforesaid costs and165 expenses, dues and fees.166 (c) If the Vessel is drydocked pursuant to Clause 6 (a)(ii) or 6 (b) above:167(i) The Classification Society may require survey of the tailshaft system, the extent of the168 survey being to the satisfaction of the Classification surveyor. If such survey is169not required by the Classification Society, the Buyers shall have the option to require the170tailshaft to be drawn and surveyed by the Classification Society, the extent of the survey171 being in accordance with the Classification Society's rules for tailshaf t survey and172consistent with the current stage of the Vessel's survey cycle. The Buyers shall declare173 whether they require the tailshaf t to be drawn and surveyed not later than by the174 completion of the inspection by the Classification Society. The drawing and refitting of175the tailshaft shall be arranged by the Sellers. Should any parts of the tailshaft system be176 condemned or found defective so as to affect the Vessel's class, those parts shall be177 renewed or made good at the Sellers' cost and expense to the satisfaction of178 Classification Society without condition/recommendation**.179(ii) The costs and expenses relating to the survey of the tailshaft system shall be borne by180 the Buyers unless the Classification Society requires such survey to be carried out or if181 parts of the system are condemned or found defective or broken so as to affect the182 Vessel's class, in which case the Sellers shall pay these costs and expenses.183 (iii) The Buyers' representative(s) shall have the right to be present in the drydock, as184 observer(s) only without interfering with the work or decisions of the Classification185 Society surveyor.186 (iv) The Buyers shall have the right to have the underwater parts of the Vessel cleaned187 and painted at their risk, cost and expense without interfering with the Sellers' or the188 Classification Society surveyor's work, if any, and without affecting the Vessel's timely189 delivery. If, however, the Buyers' work in drydock is still in progress when the190Sellers have completed the work which the Sellers are required to do, the additional191docking time needed to complete the Buyers' work shall be for the Buyers' risk, cost and192 expense. In the event that the Buyers' work requires such additional time, the Sellers193 may upon completion of the Sellers' work tender Notice of Readiness for delivery whilst194 the Vessel is still in drydock and, notwithstanding Clause 5(a), the Buyers shall be195obliged to take delivery in accordance with Clause 3 (Payment), whether the Vessel is in196 drydock or not.197 *6 (a) and 6 (b) are alternatives; delete whichever is not applicable. In the absence of deletions,198 alternative 6 (a) shall apply.199 **Notes or memoranda, if any, in the surveyor's report which are accepted by the Classification200 Society without condition/recommendation are not to be taken into account. 6 2017. Spares, bunkers and other items202The Sellers shall deliver the Vessel to the Buyers with everything belonging to her on board203and on shore. All spare parts and spare equipment including spare tail-end shaft(s) and/or204spare propeller(s)/propeller blade(s), if any, belonging to the Vessel at the time of deliveryinspection205used or unused, whether on board or not shall become the Buyers'remain the Sellers' property, but spares on206 order are excluded. Forwarding charges, if any, shall be for the Buyers' account. The Sellers207 are not required to replace spare parts including spare tail-end shaft(s) and spare208propeller(s)/propeller blade(s) which are taken out of spare and used as replacement prior to209 delivery, but the replaced items shall be the property of the Buyers. Unused stores and210provisions shall be included in the sale and be taken over by the Buyers without extra payment.211Library and forms exclusively for use in the Sellers' vessel(s) and captain's, officers’ and crew's212personal belongings including the slop chest are excluded from the sale without compensation,213 as well as the following additional items: (include list)214Items on board which are on hire or owned by third parties, listed as follows, are excluded from215 the sale without compensation: (include list)216Items on board at the time of inspection which are on hire or owned by third parties, not listed217above, shall be replaced or procured by the Sellers prior to delivery at their cost and expense.218 The Buyers shall take over remaining bunkers and unused lubricating and hydraulic oils and219 greases in storage tanks and unopened drums and pay either:220 (a) *the actual net price (excluding barging expenses) as evidenced by invoices or vouchers; or221 (b) *the current net market price (excluding barging expenses) at the port and date of delivery222 of the Vessel or, if unavailable, at the nearest bunkering port,223 for the quantities taken over.224 Payment under this Clause shall be made at the same time and place and in the same225 currency as the Purchase Price.226 "inspection" in this Clause 7, shall mean the Buyers' inspection according to Clause 4(a) or 4(b)227 (Inspection), if applicable. If the Vessel is taken over without inspection, the date of this228 Agreement shall be the relevant date.229*(a) and (b) are alternatives, delete whichever is not applicable. In the absence of deletions230 alternative (a) shall apply.2318. Documentation232 The place of closing: Nantong, China or as otherwise agreed (including remote closing) . Delivery Documents: to be agreed and inserted inAddendum to this MoA.233(a) In exchange for payment of the Purchase Price the Sellers shall provide the Buyers with the234 following delivery documents:235 (i) Legal Bill(s) of Sale in a form recordable in the Buyers’ Nominated Flag State,236 transferring title of the Vessel and stating that the Vessel is free from all mortgages, 7 237encumbrances and maritime liens or any other debts whatsoever, duly notarially attested238 and legalised or apostilled, as required by the Buyers’ Nominated Flag State;239(ii) Evidence that all necessary corporate, shareholder and other action has been taken by240the Sellers to authorise the execution, delivery and performance of this Agreement;241 (iii) Power of Attorney of the Sellers appointing one or more representatives to act on behalf242of the Sellers in the performance of this Agreement, duly notarially attested and legalised243 or apostilled (as appropriate);244 (iv) Certificate or Transcript of Registry issued by the competent authorities of the flag state245on the date of delivery evidencing the Sellers’ ownership of the Vessel and that the246Vessel is free from registered encumbrances and mortgages, to be faxed or e-mailed by247such authority to the closing meeting with the original to be sent to the Buyers as soon as248 possible after delivery of the Vessel;249 (v) Declaration of Class or (depending on the Classification Society) a Class Maintenance250Certificate issued within three (3) Banking Days prior to delivery confirming that the251 Vessel is in Class free of condition/recommendation;252 (vi) Certificate of Deletion of the Vessel from the Vessel's registry or other official evidence of253deletion appropriate to the Vessel's registry at the time of delivery, or, in the event that254the registry does not as a matter of practice issue such documentation immediately, a255written undertaking by the Sellers to effect deletion from the Vessel's registry forthwith256and provide a certificate or other official evidence of deletion to the Buyers promptly and257latest within four (4) weeks after the Purchase Price has been paid and the Vessel has258 been delivered;259(vii) A copy of the Vessel's Continuous Synopsis Record certifying the date on which the260 Vessel ceased to be registered with the Vessel's registry, or, in the event that the registry261does not as a matter of practice issue such certificate immediately, a written undertaking262from the Sellers to provide the copy of this certificate promptly upon it being issued263together with evidence of submission by the Sellers of a duly executed Form 2 stating264 the date on which the Vessel shall cease to be registered with the Vessel's registry;265 (viii) Commercial Invoice for the Vessel;266 (ix) Commercial Invoice(s) for bunkers, lubricating and hydraulic oils and greases;267(x) A copy of the Sellers’ letter to their satellite communication provider cancelling the268Vessel’s communications contract which is to be sent immediately after delivery of the269 Vessel;270 (xi) Any additional documents as may reasonably be required by the competent authorities of271 the Buyers’ Nominated Flag State for the purpose of registering the Vessel, provided the272Buyers notify the Sellers of any such documents as soon as possible after the date of273 this Agreement; and 8 274 (xii) The Sellers’ letter of confirmation that to the best of their knowledge, the Vessel is not275 black listed by any nation or international organisation.276 (b) At the time of delivery the Buyers shall provide the Sellers with:277(i) Evidence that all necessary corporate, shareholder and other action has been taken by278 the Buyers to authorise the execution, delivery and performance of this Agreement; and279(ii) Power of Attorney of the Buyers appointing one or more representatives to act on behalf280of the Buyers in the performance of this Agreement, duly notarially attested and legalised281 or apostilled (as appropriate).282 (c) If any of the documents listed in Sub-clauses (a) and (b) above are not in the English283language they shall be accompanied by an English translation by an authorised translator or284 certified by a lawyer qualified to practice in the country of the translated language.285 (d) The Parties shall to the extent possible exchange copies, drafts or samples of the286documents listed in Sub-clause (a) and Sub-clause (b) above for review and comment by the287 other party not later than (state number of days), or if lef t blank, nine (9) days prior to the288 Vessel’s intended date of readiness for delivery as notified by the Sellers pursuant to289 Clause 5(b) of this Agreement.290 (e) Concurrent with the exchange of documents in Sub-clause (a) and Sub-clause (b) above,291the Sellers shall also hand to the Buyers the classification certificate(s) as well as all plans,292drawings and manuals, (excluding ISM/ISPS manuals), which are on board the Vessel. Other293certificates which are on board the Vessel shall also be handed over to the Buyers unless294 the Sellers are required to retain same, in which case the Buyers have the right to take copies.295 (f) Other technical documentation which may be in the Sellers' possession shall promptly after296 delivery be forwarded to the Buyers at their expense, if they so request. The Sellers may keep297 the Vessel's log books but the Buyers have the right to take copies of same.298(g) The Parties shall sign and deliver to each other a Protocol of Delivery and Acceptance299confirming the date and time of delivery of the Vessel from the Sellers to the Buyers.3009. Encumbrances301The Sellers warrant that the Vessel, at the time of delivery, is free from all charters,302encumbrances, mortgages and maritime liens or any other debts whatsoever, and is not subject303 to Port State or other administrative detentions. The Sellers hereby undertake to indemnify the304Buyers against all consequences of claims made against the Vessel which have been incurred305prior to the time of delivery.30610. Taxes, fees and expenses307Any taxes, fees and expenses in connection with the purchase and registration in the Buyers'308Nominated Flag State shall be for the Buyers' account, whereas similar charges in connection309 with the closing of the Sellers' register shall be for the Sellers' account.31011. Condition on delivery 9 311The Vessel with everything belonging to her shall be at the Sellers' risk and expense until she is312delivered to the Buyers, but subject to the terms and conditions of this Agreement she shall be313 delivered and taken over as she is, where she is at the place stipulated in Clause 5 (a)was at the time of inspection, fair wear and tearexcepted.314However, the Vessel shall be delivered free of cargo and free of stowaways with her Class315maintained without condition/recommendation*, free of average damage affecting the Vessel's316 class, and with her classification certificates and national certificates, as well as all other317 certificates the Vessel had at the time of inspection, valid and unextended without318condition/recommendation* by the Classification Society or the relevant authorities at the time319 of delivery.320 "inspection" in this Clause 11, shall mean the Buyers' inspection according to Clause 4(a) or3214(b) (Inspections), if applicable. If the Vessel is taken over without inspection, the date of this322 Agreement shall be the relevant date.323*Notes and memoranda, if any, in the surveyor's report which are accepted by the Classification324 Society without condition/recommendation are not to be taken into account.32512. Name/markings326Upon delivery the Buyers will maintain undertake to change the name of the Vessel and alter funnel327 markings.32813. Buyers' default (See Clause 20)329Should the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the330right to cancel this Agreement, and they shall be entitled to claim compensation for their losses331 and for all expenses incurred together with interest.332Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers333have the right to cancel this Agreement, in which case the Deposit together with interest334 earned, if any, shall be released to the Sellers. If the Deposit does not cover their loss, the335 Sellers shall be entitled to claim further compensation for their losses and for all expenses336 incurred together with interest.33714. Sellers' default (See Clause 21)338 Should the Sellers fail to give Notice of Readiness in accordance with Clause 5(b) or fail to be339ready to validly complete a legal transfer by the Cancelling Date the Buyers shall have the340option of cancelling this Agreement. If after Notice of Readiness has been given but before341the Buyers have taken delivery, the Vessel ceases to be physically ready for delivery and is not342 made physically ready again by the Cancelling Date and new Notice of Readiness given, the343Buyers shall retain their option to cancel. In the event that the Buyers elect to cancel this344 Agreement, the Deposit together with interest earned, if any, shall be released to them345 immediately.346Should the Sellers fail to give Notice of Readiness by the Cancelling Date or fail to be ready to 10 347 validly complete a legal transfer as aforesaid they shall make due compensation to the Buyers348 for their loss and for all expenses together with interest if their failure is due to proven349 negligence and whether or not the Buyers cancel this Agreement.350 15. Buyers' representatives351 After this Agreement has been signed by the Parties and the Deposit has been lodged, the352 Buyers have the right to place two (2) representatives on board the Vessel at their sole risk and353 expense.354 These representatives are on board for the purpose of familiarisation and in the capacity of355 observers only, and they shall not interfere in any respect with the operation of the Vessel. The356 Buyers and the Buyers’ representatives shall sign the Sellers' P&I Club’s standard letter of357 indemnity prior to their embarkation.35816. Law and Arbitration359(a) *This Agreement shall be governed by and construed in accordance with English law and360any dispute arising out of or in connection with this Agreement shall be referred to arbitration in361London in accordance with the Arbitration Act 1996 or any statutory modification or re-362enactment thereof save to the extent necessary to give effect to the provisions of this Clause.363The arbitration shall be conducted in accordance with the London Maritime Arbitrators364Association (LMAA) Terms current at the time when the arbitration proceedings are365commenced.366The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall367 appoint its arbitrator (each of which shall be either a full member of the LMAA, a practising barrister of King's Counsel and member of theCommercial Bar Association or a retired High Court Judge practising as an arbitrator, in each case who carries on business in London) and sendnotice of such appointment in writing to the other party requiring368the other party to appoint its own arbitrator within fourteen (14) calendar days of that notice and369stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own370arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the371other party does not appoint its own arbitrator and give notice that it has done so within the372fourteen (14) days specified, the party referring a dispute to arbitration may, without the373requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator374and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on375 both Parties as if the sole arbitrator had been appointed by agreement. If the two arbitrators so appointed are unable to agree on theappointment of the third arbitrator within seven (7) days after the appointment of the second arbitrator, they or either of them may by writtennotice request the President of the LMAA to appoint the third arbitrator within fourteen (14) days of such request.376In cases where neither the claim nor any counterclaim exceeds the sum of US$100,000 the377arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at378the time when the arbitration proceedings are commenced.379(b) *This Agreement shall be governed by and construed in accordance with Title 9 of the380United States Code and the substantive law (not including the choice of law rules) of the State381of New York and any dispute arising out of or in connection with this Agreement shall be 11 382referred to three (3) persons at New York, one to be appointed by each of the parties hereto,383and the third by the two so chosen; their decision or that of any two of them shall be final, and384for the purposes of enforcing any award, judgment may be entered on an award by any court of385competent jurisdiction. The proceedings shall be conducted in accordance with the rules of the386Society of Maritime Arbitrators, Inc.387In cases where neither the claim nor any counterclaim exceeds the sum of US$ 100,000 the388arbitration shall be conducted in accordance with the Shortened Arbitration Procedure of the389Society of Maritime Arbitrators, Inc.390(c) This Agreement shall be governed by and construed in accordance with the laws of391(state place) and any dispute arising out of or in connection with this Agreement shall be392referred to arbitration at (state place), subject to the procedures applicable there.393*16(a), 16(b) and 16(c) are alternatives; delete whichever is not applicable. In the absence of394deletions, alternative 16(a) shall apply.39517. Notices (See Clause 23)396All notices to be provided under this Agreement shall be in writing.397Contact details for recipients of notices are as follows:398For the Buyers:399For the Sellers:40018. Entire Agreement401The written terms of this Agreement comprise the entire agreement between the Buyers and402the Sellers in relation to the sale and purchase of the Vessel and supersede all previous403agreements whether oral or written between the Parties in relation thereto.404Each of the Parties acknowledges that in entering into this Agreement it has not relied on and405shall have no right or remedy in respect of any statement, representation, assurance or406warranty (whether or not made negligently) other than as is expressly set out in this Agreement.407Any terms implied into this Agreement by any applicable statute or law are hereby excluded to408the extent that such exclusion can legally be made. Nothing in this Clause shall limit or exclude409any liability for fraud.Additional Clauses 19 to 26 (both inclusive) shall form an integral part of this Agreement. 19.Delivery of the VesselThe Vessel shall be delivered by the Sellers to the Buyers safely afloat at the place of delivery as stipulated in Clause 5 (a) hereof or another placemutually agreed on by the Sellers and the Buyers which shall not be unreasonably withheld or delayed, on or before 30th September, 2024 (+60days), except that in the event of delays in the construction of the Vessel or any performance required under the SBC due to causes which under theterms of the SBC permit postponement of the date for delivery, the aforementioned date for delivery of the Vessel shall be postponed accordingly.Provided however that, if the Sellers tenders delivery of the Vessel between 8th November 2024 and 31st December, 2024, then the Buyers shall havethe right to either accept the Vessel and take delivery thereof on such proposed delivery date or, at no extra cost or liability of any kind whatsoeverto the Buyers, to delay acceptance of the Vessel and take delivery of the same not later than 5th January, 2025. 12 20.Buyers’ DefaultShould the Deposit not be lodged in accordance with Clause 2 (Deposit), the Sellers have the right to cancel this Agreement, and they shall beentitled to claim compensation for their losses and for all expenses incurred together with interest.Should the Purchase Price not be paid in accordance with Clause 3 (Payment), the Sellers shall have the right to cancel this Agreement and theBBC, in which case the Deposit together with interest earned, if any, shall be released to the Sellers. If the Deposit does not cover all Sellers’ lossesand expenses, the Sellers shall be entitled to claim further compensation and for all expenses incurred together with interest. 21.Sellers’ DefaultShould the Sellers fail to deliver the vessel to the Buyers upon her delivery from the Builder to the Sellers pursuant to the terms of the SBC, theBuyers shall have the right to cancel this Agreement and the BBC, in which case the Deposit and the balance of the Purchase Price already paid inaccordance with Clause 2 and Clause 3 hereof shall be refunded to the Buyers immediately with interest rate of 6 pct per annual. 22.Combined transactionsThe parties hereto acknowledge that the Vessel shall be purchased by the Buyers hereunder on the condition that concurrently with entering intothis Agreement the Sellers and the Buyers have also entered into a bareboat charter party (the “BBC”) pursuant to which the Sellers as bareboatcharterer will charter the Vessel from the Buyers as owners on the terms and conditions set out in the BBC.The sale and purchase of the Vessel hereunder is combined with and dependent on the sale and delivery of the Vessel by the Builders to the Sellers inaccordance with the SBC as well as the bareboat chartering and delivery of the Vessel back to the Sellers by the Buyers under the BBC.It is understood by all the parties that this Agreement shall become null and void retroactively in the event that the BBC is not concluded by theparties or if the BBC does not become effective or becomes null and void.The obligation of the Sellers to deliver the Vessel and perform their obligations under this Agreement shall be conditional upon the Buildersdelivering the Vessel pursuant to the terms of the SBC. In the event that a delay of delivery occurs in accordance with the SBC, the time of deliveryof the Vessel from the Sellers to the Buyers hereunder shall likewise extended without any liability incurred to the Sellers, and the Buyers shall nothave any right to cancel this Agreement on account of such delay.In the event that the Builders fail to deliver the Vessel to the Sellers under the SBC (including the relevant permissible or non-permissible delaysthereunder) or make any default stipulated in the SBC and such failure or default entitles the Sellers to cancel the SBC and the Sellers as buyers inthe SBC (i) actually exercise their right of cancellation of the SBC under and pursuant to any provisions therein specifically permitting the Sellers asbuyers to do so or (ii) 14 (fourteen) days after the date the Sellers as buyers have the right to do so unless the right to cancel is explicitly waived bythe Sellers, with prior consents from the Buyers (such consent not to be unreasonably withheld or delayed), then this Agreement shall be terminatedwithout any further liability between the parties hereto.If the SBC is cancelled, rescinded or terminated by the Sellers, for any reason, then the Sellers will inform the Buyers immediately and thisAgreement shall automatically terminate and be null and void. Any instalments, if already paid by the Buyers under Clause 1 and 2 hereof, shall berefunded to the Buyers with interest rate of 6 pct per annual and neither Party shall have any obligation or liability towards the other. Unless the BBC has been cancelled, rescinded or terminated prior to the date of delivery of the Vessel, the Buyers shall and hereby irrevocably agreeto accept delivery of the Vessel under this Agreement.Immediately upon the delivery of the Vessel to the Buyers by the Sellers under this Agreement, the Buyers shall deliver the Vessel to the Sellers asshe is and where she is in accordance with the terms of the BBC and the Sellers also shall take over the Vessel in accordance with the terms thereof. 23.NoticesAll notices, requests, demands, consent or other communications to the Sellers hereunder shall be sent to the following address:Daxos Maritime Limitedc/o Globus Maritime Limited128, Vouliagmenis Ave, 16674 Glyfada - Athens - Greece 13 All notices, requests, demands, consent or other communications to the Buyers hereunder shall be sent to the following address: SK SHIPPING S.A. c/o SHINKEN BUSSAN CO., LTD2-16-2, Nihonbasi, Chuo-ku, Tokyo, 103-0027, JapanTEL:Email: 24.Sanctions(a)For the purposes of this Clause:(i)“Sanctioned Activity” means any activity, service, carriage, trade or voyage subject to sanctions imposed by a Sanctioning Authority.(ii) “Sanctioning Authority” means the United Nations, European Union, United Kingdom, the United States of America, Japan, or other applicablecompetent authority or government.(iii)“Sanctioned Party” means any persons, entities, bodies, or vessels designated by a Sanctioning Authority.(b)Each Party warrants to the other Party that, as at the date of this Agreement and continuing until Delivery it is:(i)not a Sanctioned Party; and(ii)acting as principal and not as agent, trustee or nominee of any person who is a Sanctioned Party.(c) The Sellers warrant to the Buyers that, as at the date of this Agreement and continuing until Delivery, the Vessel is not a Sanctioned Party and isnot and will not be employed in any Sanctioned Activity.(d)Breach of this Clause shall entitle the Party not in breach to terminate this Agreement and/or claim damages resulting from the breach. 25.ConfidentialityThe discussions between the parties shall be kept strictly confidential by both parties and may only be disclosed to each party's advisors andfinanciers on a need-to-know basis, as well as to any regulatory authority if it is requested to do so for purposes of complying withapplicable laws, regulations etc. 26.Epidemic / Covid-19Should any governmental measures relating to the Corona Virus (e.g. quarantines of the vessel or the crew, port closures, travel bans for crew or theparties’ representatives, closure of ship register authorities, etc. (hereinafter “the Corona Measures”) render it impossible (and not only morestrenuous) for Seller to deliver the vessel or for Buyer to take delivery at the mutually agreed time and place of delivery (inclusive of cases wherewould prove not possible for crew to be on board timely due to travelling or other country or prefecture entry restrictions which are out of theBuyers’/Sellers’ control), then the cancelling date shall be extended by the corresponding time lost due to such event. It is understood that in suchcase the Sellers or Buyers will not be in default.Both Sellers and Buyers shall use their best endeavours to agree on a mutually suitable alternative time and place for deliveryHowever, if such agreement is not reached within 30 days after arrival of the vessel at the mutually agreed port of delivery or within 30 days afterboth parties enter into discussion in line with this clause (which to be clearly announced by either party in email), the deal to be null and void anddeposit to be returned immediately back to Buyers together with interest rate if any without any claim by each party to the other. 27.CounterpartsThis Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on asingle copy of this Agreement. 14 For and on behalf of the Sellers/s/ Angelos MichasFor and on behalf of the Buyers/s/ Hiroyuki SawakoshiName: Angelos Michas Name:Hiroyuki SawakoshiTitle: Attorney-in-fact Title:Director / President 23 February 2024 To : SK SHIPHOLDING SAEdificio ComosaAvenidas Samuel Lewis y Manuel M YcazaP.O. Box 4150Panama City, Panama Dear Sirs GUARANTEE We, the undersigned, Globus Maritime Limited, a corporation duly organised and existing under the laws of the Marshall Islands, with registered office atTrust Company Complex, Ajeltake Road, Ajeltake Islands, Marshall Islands, refer to: (a)a certain Memorandum of Agreement dated 23 February, 2024 (hereinafter called, together with any and all addendum and amendments thereto fromtime to time in force, the "MOA") made by and between Daxos Maritime Limited, a corporation incorporated under the laws of the Marshall Islandsand having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Marshall Islands (hereinafter called the "Charterer")as sellers and SK Shipholding SA, a corporation incorporated under the laws of Panama having its registered offices at Edificio Comosa, AvenidasSamuel Lewis y Manuel M Ycaza, P.O. Box 4150, Panama City, Panama (hereinafter called the “Owner”) as buyers, under which the Charterer is tosell and the Owner is to purchase the Marshall Islands flagged m/v "GLBS MIGHT" having IMO number 9972804 (hereinafter called the "Vessel");and (b)a certain Bareboat Charter Party dated 23 February, 2024 (hereinafter, together with any and all addendum and amendments thereto from time totime in force, called the “BBC”) made by and between the Charterer as charterers and the Owner as owners, under which the Owner is to let to theCharterer and the Charterer is to charter the Vessel from the Owner on a bareboat charter basis; (c)the deposit in the amount of $2,800,000, being 10 per cent. of the purchase price ($28,000,000) under the MOA which, in accordance with the termsand conditions of the MOA, shall be deposited by the Owner with the Charterer (as seller) within 3 Banking Days after the date of the MOA (the“Deposit”); and (d)the remainder of the balance purchase price in the amount of $25,200,000, being 90 per cent of the purchase price ($28,000,000) under the MOAwhich, in accordance with the terms and conditions of the MOA, shall be credited to the account of the Charterer (as seller) 2 days prior to theexpected delivery date of the Vessel following receipt of the 3 day definite notice of delivery (the “Balance”). Words not otherwise herein defined shall have the same meaning as in the MOA. In consideration of the receipt of the Deposit and for other good and valuable consideration (the receipt and sufficiency of which we hereby acknowledge), we,as primary obligor and not as surety only, hereby irrevocably guarantee to you to make the repayment of the Deposit without any deductions to you within 30Banking Days after receipt by us of your first written demand together with 6% interest per annum thereon from the date of receipt by the Charterer of theDeposit to the date of such repayment of the Deposit to the Owner provided that the Vessel is not delivered to you pursuant to the terms and conditions of theMOA. In consideration of the receipt of the Balance and for other good and valuable consideration (the receipt and sufficiency of which we hereby acknowledge), we,as primary obligor and not as surety only, hereby irrevocably guarantee to you to make the repayment of the Balance without any deductions to you within 30Banking Days after receipt by us of your first written demand together with 6% interest per annum thereon from the date of receipt by the Charterer of theBalance to the date of such repayment of the Balance to the Owner provided that the Vessel is not delivered to you pursuant to the terms and conditions of theMOA. 1 However, in the event that we receive written notification (within such 30 Banking Days aforementioned) from you or the Charterer confirmed by the relevantArbitrator(s) stating that the Owner’s claim for the refund of the Deposit and/or Balance (as applicable) is in dispute and has been referred to Arbitration inaccordance with the provisions of the MOA, the repayment of the Deposit and/or Balance (as applicable) shall only be made by us within 30 Banking Daysafter receipt by us of the final and unappealable Arbitration award in your favour for the return of the Deposit and/or Balance (or any partial amount thereof, asapplicable). In case any payment is made to you by the Charterer or by us under this Guarantee, our liability hereunder shall be automatically reduced by an amount equalto the amount received by you. Payment by us under this Guarantee shall be made upon simple receipt by us stating that the Owners demand for refund has been made in conformity with theMOA and the Charterer has failed to make the refund. This Guarantee shall be made null and void upon the earliest of: (1) receipt by the Owner of the sum guaranteed hereby together with interest thereon asmentioned above, (2) the execution by the Owner and the Charterer of the protocol of delivery and acceptance pursuant to the terms of the MOA, (3)termination of the MOA due to the Owner’s default in accordance with its terms and (4) a final and unappealable arbitration award or judgment in favour ofthe Charterer in relation to such Deposit and/or Balance (as applicable) in accordance with the terms of the MOA. Without prejudice to the foregoing and in addition thereto, we, as principal obligor and as a separate and independent obligation, agree to indemnify and keepyou indemnified in full from and against all and any documented losses, costs, claims, liabilities, damages, demands and expenses suffered or reasonablyincurred by you arising out of, or in connection with, any failure of the Charterer to fully and timely refund the Deposit and/or Balance (as applicable) inaccordance with the terms of this Guarantee unless such losses, costs, claims, liabilities, damages, demands or expenses are due to your gross negligence orwilful misconduct. Our obligations hereunder shall be absolute and this Guarantee shall not be discharged, nor shall our liability hereunder be howsoever affected or diminishedby any amendments, additions or variations to or extensions or novation or unenforceability of the MOA and/or the BBC, or by the granting of any additionaltime or other forbearance to the Charterer, or by any act or omission or waiver by you, or by the insolvency, dissolution, amalgamation, reconstruction, re-organisation, change in status, function, control or ownership, liquidation, bankruptcy, winding-up, cessation of business (or equivalent or analogousproceedings) of the Charterer, or by any legal limitation, disability, incapacity or want of any contracting powers of or by the Charterer, or want of authority ofany director, officer or other person appearing to be acting for the Charterer in any matter in respect of the Deposit and/or Balance (as applicable). This Guarantee shall be binding on us and our successors and assigns. Neither party may assign or transfer any of its rights or obligations under this Guaranteewithout the prior written consent of the other party. We hereby represent and warrant to you that the giving of this Guarantee has been validly authorised by the appropriate corporate action of us and constitutesour legal, valid and binding obligations enforceable upon us in accordance with its terms. Any notice or demand to us under this Guarantee shall be in writing and in English and sent to the following address, fax or e-mail or to such other address,fax or e-mail as we hereafter may notify you in writing: 2 To: GLOBUS MARITIME LIMITEDTrust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,Marshall Islands, MH96960c/o Globus Shipmanagement Corp128, Vouliagmenis Ave16674 GlyfadaAthens – GreeceTel:Fax:e-mail: This Guarantee, in conjunction with any other guarantee and indemnity granted by us in relation to the MOA and the BBC, constitutes the entire agreementbetween ourselves and yourselves and supersedes all previous agreements, understandings and arrangements between us, whether in writing or oral in respectof its subject matter. By accepting this Guarantee, you acknowledge that you shall have no remedies against us as the guarantor in respect of any representation or warranty that isnot expressly set out in this Guarantee or any other guarantee and indemnity provided by us in relation to the MOA and the BBC. This Guarantee, and all rights and obligations arising hereunder shall be construed and determined and may be enforced in accordance with the laws ofEngland. Any dispute arising out of or in connection with this Guarantee shall be referred to arbitration in London in accordance with the Arbitration Act 1996or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The arbitration shall beconducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings arecommenced. The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator each of which shall be eithera full member of the LMAA, a practising barrister of King's Counsel and member of the Commercial Bar Association or a retired High Court Judge practisingas an arbitrator, in each case who carries on business in London) and send notice of such appointment in writing to the other party requiring the other party toappoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints itsown arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it hasdone so within the 14 days specified, the party referring such dispute to arbitration may, without the requirement of any further prior notice to the other party,appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he hadbeen appointed by agreement. If the two arbitrators so appointed are unable to agree on the appointment of the third arbitrator within seven (7) days after theappointment of the second arbitrator, they or either of them may by written notice request the President of the LMAA to appoint the third arbitrator withinfourteen (14) days of such request. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a solearbitrator. In cases where neither the claim nor any counterclaim each exceeds the sum of US$100,000 (or such other sum as the parties may agree), thearbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. IN WITNESS WHEREOF, we have executed this Guarantee as a Deed on the date appearing at the beginning of this Guarantee. 3 SIGNED AND DELIVERED as a Deed on behalf ofGLOBUS MARITIME LIMITED by its duly authorized) in the presence of:)/s/ Angelos Michas Name: Angelos Michas Title: Attorney-in-fact ) ) Name: Georgia Asimakopoulos) Address Solicitor/s/ Georgia Asimakopoulos Watson Farley & Williams 348 Syngrou Avenue 17674 Kallithea, Athens - Greece (Witness signature) 23 February 2024 To : SK SHIPHOLDING SAEdificio ComosaAvenidas Samuel Lewis y Manuel M YcazaP.O. Box 4150Panama City, Panama Dear Sirs GUARANTEE We, the undersigned, Globus Maritime Limited, a corporation duly organised and existing under the laws of the Marshall Islands, with registered office atTrust Company Complex, Ajeltake Road, Ajeltake Islands, Marshall Islands, refer to: (a)a certain Memorandum of Agreement dated 23 February, 2024 (hereinafter called, together with any and all addendum and amendments thereto fromtime to time in force, the "MOA") made by and between Daxos Maritime Limited, a corporation incorporated under the laws of the Marshall Islandsand having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Marshall Islands (hereinafter called the "Charterer")as sellers and SK Shipholding SA, a corporation incorporated under the laws of Panama having its registered offices at Edificio Comosa, AvenidasSamuel Lewis y Manuel M Ycaza, P.O. Box 4150, Panama City, Panama (hereinafter called the "Owner") as buyers, under which the Charterer is tosell and the Owner is to purchase the Marshall Islands flagged m/v "GLBS MIGHT" having IMO number 9972804 (hereinafter called the "Vessel");and (b)a certain Bareboat Charter Party dated 23 Februray, 2024 (hereinafter, together with any and all addendum and amendments thereto from time totime in force, called the "BBC") made by and between the Charterer as charterers and the Owner as owners, under which the Owner is to let to theCharterer and the Charterer is to charter the Vessel from the Owner on a bareboat charter basis. Words not otherwise defined herein shall have the meaning set out in the BBC. In consideration of your entering into the MOA and the BBC and for other good and valuable consideration (the receipt and sufficiency of which we herebyacknowledge), we, as primary obligor and not as surety only, hereby irrevocably, absolutely and unconditionally guarantee to you the full and promptperformance by the Charterer of, and compliance by the Charterer with, all its obligations, liabilities and responsibilities, covenants, terms, conditions,representations, warranties, duties and undertakings under the MOA and the BBC which the Charterer may now or at any later time have under the MOA andthe BBC and any supplement, amendment, changes or modifications hereafter made thereto (collectively the "Obligations"). If and whenever the Charterer fails to timely and appropriately perform or comply with any of the Obligations under and in accordance with the terms of theMOA and/or the BBC (as the case may be), we shall forthwith, upon demand by you to us, perform the Obligations or cause the Obligations to be performedby the Charterer, including payments, without any set-off or counterclaim and in such manner as prescribed in the MOA or the BBC (as the case may be). Without prejudice to the foregoing and in addition thereto, we, as principal obligor and as a separate and independent obligation, agree to indemnify and keepyou indemnified in full from and against all and any documented losses, costs, claims, liabilities, damages, demands and expenses suffered or reasonablyincurred by you arising out of, or in connection with, any failure of the Charterer to fully and timely perform and discharge any one or more of the Obligationsunless such losses, costs, claims, liabilities, damages, demands or expenses are due to your gross negligence or wilful misconduct 1 Our obligations hereunder shall be absolute and unconditional and this Guarantee shall not be discharged, nor shall our liability hereunder be howsoeveraffected or diminished by any amendments, additions or variations to or extensions or novation or unenforceability of the MOA and/or the BBC, or by thegranting of any additional time or other forbearance to the Charterer, or by any act or omission or waiver by you, or by the insolvency, dissolution,amalgamation, reconstruction, re-organisation, change in status, function, control or ownership, liquidation, bankruptcy, winding-up, cessation of business (orequivalent or analogous proceedings) of the Charterer, or by any dispute between the Charterer and you with regard to any of the Obligations or otherwise, orby any legal limitation, disability, incapacity or want of any contracting powers of or by the Charterer, or want of authority of any director, officer or otherperson appearing to be acting for the Charterer in any matter in respect of the Obligations, or by any other act, omission, fact or circumstances whatsoever,which could or might, but for the foregoing, affect or diminish in any way our obligations and liability hereunder. This Guarantee shall be binding on us and our successors and assigns. Neither party may assign or transfer any of its rights or obligations under this Guaranteewithout the prior written consent of the other party. We hereby represent and warrant to you that the giving of this Guarantee has been validly authorised by the appropriate corporate action of us and constitutesour legal, valid and binding obligations enforceable upon us in accordance with its terms. Any notice or demand to us under this Guarantee shall be in writing and in English and sent to the following address, fax or e-mail or to such other address,fax or e-mail as we hereafter may notify you in writing: To: GLOBUS MARITIME LIMITEDTrust Company Complex, Ajeltake Road, Ajeltake Island, Majuro,Marshall Islands, MH96960c/o Globus Shipmanagement Corp128, Vouliagmenis Ave16674 GlyfadaAthens – GreeceTel:Fax:e-mail: This Guarantee is and shall at all times be a continuing security and shall be valid and enforceable until the earlier of (i) the fulfilment of all obligations of theCharterer under the MOA and the BBC, (ii) the termination of the MOA in accordance with its terms or the BBC as a result of an Owner's Default, (iii) thetermination of the BBC in accordance with its terms (other than as a result of a Termination Event) and (vi) the receipt by the Owner of the sum guaranteedpursuant to this Guarantee. This Guarantee, in conjunction with any other guarantee and indemnity granted by us in relation to the MOA and the BBC, constitutes the entire agreementbetween ourselves and yourselves and supersedes all previous agreements, understandings and arrangements between us, whether in writing or oral in respectof its subject matter. By accepting this Guarantee, you acknowledge that you shall have no remedies against us as the guarantor in respect of any representation or warranty that isnot expressly set out in this Guarantee or any other guarantee and indemnity provided by us in relation to the MOA and the BBC. 2 This Guarantee, and all rights and obligations arising hereunder shall be construed and determined and may be enforced in accordance with the laws ofEngland. Any dispute arising out of or in connection with this Guarantee shall be referred to arbitration in London in accordance with the Arbitration Act 1996or any statutory modification or re-enactment thereof save to the extent necessary to give effect to the provisions of this Clause. The arbitration shall beconducted in accordance with the London Maritime Arbitrators Association (LMAA) Terms current at the time when the arbitration proceedings arecommenced. The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator each of which shall be eithera full member of the LMAA, a practising barrister of King's Counsel and member of the Commercial Bar Association or a retired High Court Judge practisingas an arbitrator, in each case who carries on business in London) and send notice of such appointment in writing to the other party requiring the other party toappoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints itsown arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it hasdone so within the 14 days specified, the party referring such dispute to arbitration may, without the requirement of any further prior notice to the other party,appoint its arbitrator as sole arbitrator and shall advise the other party accordingly. The award of a sole arbitrator shall be binding on both parties as if he hadbeen appointed by agreement. If the two arbitrators so appointed are unable to agree on the appointment of the third arbitrator within seven (7) days after theappointment of the second arbitrator, they or either of them may by written notice request the President of the LMAA to appoint the third arbitrator withinfourteen (14) days of such request. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a solearbitrator. In cases where neither the claim nor any counterclaim each exceeds the sum of US$100,000 (or such other sum as the parties may agree), thearbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced. IN WITNESS WHEREOF, we have executed this Guarantee as a Deed on the date appearing at the beginning of this Guarantee. SIGNED AND DELIVERED as a Deed on behalf ofGLOBUS MARITIME LIMITED) by its duly authorized) in the presence of:)/s/ Angelos Michas Name: Angelos Michas Title: Attorney-in-fact ) ) Name: Georgia Asimakopoulos) Address Solicitor/s/ Georgia Asimakopoulos Watson Farley & Williams 348 Syngrou Avenue 17674 Kallithea, Athens - Greece (Witness signature) Exhibit 8.1 SUBSIDIARIES OF GLOBUS MARITIME LIMITED Name Jurisdiction of Incorporation Name Under Which the Subsidiaries do BusinessGlobus Shipmanagement Corp. Marshall Islands Globus Shipmanagement Corp.Devocean Maritime Ltd. Marshall Islands Devocean Maritime Ltd.Domina Maritime Ltd. Marshall Islands Domina Maritime Ltd.Dulac Maritime S.A. Marshall Islands Dulac Maritime S.A.Artful Shipholding S.A. Marshall Islands Artful Shipholding S.A.Longevity Maritime Limited Malta Longevity Maritime LimitedSerena Maritime Limited Marshall Islands Serena Maritime LimitedTalisman Maritime Limited Marshall Islands Talisman Maritime LimitedDaxos Maritime Limited Marshall Islands Daxos Maritime LimitedArgo Maritime Limited Marshall Islands Argo Maritime LimitedSalaminia Maritime Limited Marshall Islands Salaminia Maritime LimitedParalus Shipholding S.A. Marshall Islands Paralus Shipholding S.A.Calypso Shipholding S.A. Marshall Islands Calypso Shipholding S.A.Olympia Shipholding S.A. Marshall Islands Olympia Shipholding S.A.Thalia Shipholding S.A. Marshall Islands Thalia Shipholding S.A. Exhibit 11.1GLOBUS MARITIME LIMITEDPolicies and Procedures to Detect and Prevent Insider TradingEffective: March 14, 20241.IntroductionThe purchase or sale of securities while aware of material nonpublic information, or the disclosure of material nonpublic information to others whothen trade in the Company’s securities, is prohibited by the U.S. federal securities laws. Insider trading violations are pursued vigorously by the SEC and theU.S. Department of Justice and are punished severely. While the regulatory authorities concentrate their efforts on the individuals who trade, or who tip insideinformation to others who trade, the U.S. federal securities laws also impose potential liability on companies and other “controlling persons” if they fail to takereasonable steps to prevent insider trading by company personnel.The Board of Directors (the “Board”) of Globus Maritime Limited (the “Company”) has adopted this policy (this “Trading Policy”) both to satisfythe Company’s obligation to prevent insider trading and to help Company personnel avoid the severe consequences associated with violations of the insidertrading laws. This Trading Policy also is intended to prevent even the appearance of improper conduct on the part of anyone employed by or associated withthe Company (not just so-called insiders). All previous insider trading policies of the Company are hereby revoked and replaced with this Trading Policy.No Company employee, officer or director, whether or not a citizen or resident of the United States (the “Covered Persons”), may, directly orindirectly, purchase or sell any security while in possession of material nonpublic information (known as “inside information”) regarding such security,whether or not such information was obtained in the course of employment. The term “Covered Persons” also includes certain other persons who are, fromtime to time, designated by the Company as Covered Persons and provided notice as to their status. This prohibition extends to communicating such insideinformation to others with respect to trading in securities based on such information (known as “tipping”), and covers securities of the Company and of otherissuers.For purposes of this Trading Policy, “material” information means information relating to an issuer of securities, its business operations or itssecurities, the public dissemination of which would be likely to affect the market price of any of its securities, or which would likely be considered importantby a reasonable investor in determining whether to buy, sell or hold such securities. The source of the material information is irrelevant.“Nonpublic information” means information that has not been widely disseminated to the public (e.g., through the television, radio or print media ofwide circulation, the Dow Jones broad tape or through widely circulated disclosure documents filed with the Securities and Exchange Commission (the“SEC”)). Information that is available only to a select group of analysts, brokers or institutional investors and undisclosed facts or rumors, even if widelycirculated, constitute “nonpublic” information.As a condition of employment with, or in connection with appointment to the Board of, the Company, every Covered Person is required to read,understand and agree to be bound by this Trading Policy throughout the term of their employment with, or in connection with appointment to the Board of, theCompany. Every employee will also be required to sign the Acknowledgement of Compliance attached hereto as a condition of employment.This Trading Policy applies to you and all members of your household irrespective of whether you and/or such individuals are citizens orresidents of the United States.Failure to comply with this Trading Policy can have serious consequences for the individuals who fail to comply and for the Company.Post-Termination Transactions. This Trading Policy continues to apply to your transactions in any securities even after termination of employment.If you are in possession of material nonpublic information when your employment terminates, you may not trade in those securities until that information hasbecome public or is no longer material.Company Assistance. Any person who has a question about this Trading Policy or its application to any proposed transaction may obtain additionalguidance from the Chief Financial Officer of the Company (or if such questions involve the Chief Financial Officer, to the Chief Executive Officer, and if theChief Executive Officer and Chief Financial Officer are the same person, to the Secretary). Ultimately, however, the responsibility for adhering to this TradingPolicy and avoiding unlawful transactions rests with the individual Covered Persons.You May Not Trade on Material Nonpublic Information•If you are aware of any material information relating to the Company or any company, whether or not it is a public company, that has notbeen made available to the public through such media as Dow Jones, The Wall Street Journal, the Associated Press or other similar newsservices, or through widely circulated disclosure documents filed with the SEC, for at least two business days, you must not trade directly orindirectly in the debt or equity securities (or options, warrants or similar instruments related to such securities) of any such company, andyou must not disclose such information to another person who may trade in such securities.•Trading by your spouse, minor child or other family members living in your household while you are in possession of material nonpublicinformation is likewise prohibited and can give rise to legal and company-imposed sanctions.•Suspicious trading by a friend or family member not living in your household while you are in possession of material nonpublic informationcan give rise to an inquiry into whether you illegally “tipped” that person and, if so, legal and company sanctions could be imposed.1 You May Not Disclose Material Nonpublic Information to Anyone Except Other Company Employees•Covered Persons should not discuss material nonpublic information with anyone outside the Company. Inquiries from third parties, such asindustry analysts or members of the media, about the Company should be directed to the Company’s Chairman, Chief Executive Officer, orChief Financial Officer.•You must take precautions to safeguard material nonpublic information. Accordingly, you should conduct business and other activities so asnot to risk inadvertent disclosure of material information. Material nonpublic information should not be discussed with other CoveredPersons not working on such matters or with friends or relatives.•You should assume that information is material if a reasonable investor would consider the information to be important in deciding whetherto buy, sell, or hold securities of the relevant company or if disclosure of such information would be likely to result in a change in the priceof the traded securities.•You should consider all information, from whatever source, to be nonpublic until it has been made available to investors through such mediaas Dow Jones, The Wall Street Journal, the Associated Press or other similar news services, or through widely circulated disclosuredocuments filed with the SEC, for at least two business days.You May Not Trade in the Securities of the Company (i) Near Earnings Announcements and other Material Nonpublic Events and (ii)Without First Pre-Clearing that Trade in accordance with this Trading Policy•You and your family members may not trade in any securities of the Company (i) during the period commencing at the close of the Nasdaqtrading market on the last day of each fiscal quarter of the Company and ending at the open of the Nasdaq trading market on the trading dayimmediately following the completion of two (2) full trading sessions after the public release of the Company’s financial results for suchquarter and (ii) during other material nonpublic events concerning the Company.•In addition, you must pre-clear through the Company any purchase or sale of securities of the Company in accordance with this TradingPolicy.When in Doubt, You Should Consult the Company’s Chief Financial Officer•Whenever any Company personnel are confronted with a situation where they have any questions as to what the result should be under thesepolicies and procedures, they should consult immediately with the Company’s Chief Financial Officer (or if such questions involve the ChiefFinancial Officer, with the Chief Executive Officer, and if the Chief Financial Officer and Chief Executive Officer are the same person, withthe Secretary). 2 2.Policies and Procedures to Prevent Insider TradingThe following policies and procedures have been established to aid in the prevention of insider trading. Section (a) provides an overview; Section (b)sets forth the Company’s policies prohibiting insider trading; Section (c) explains insider trading; Section (d) consists of additional prohibited transactions;Section (e) consists of certain procedures that have been put in place by the Company to prevent insider trading; and Section (f) consists of an explanation ofpermitted transactions in the Company’s securities that are not subject to this Trading Policy.(a)OverviewPreventing insider trading is necessary to comply with the U.S. federal securities laws and to preserve the reputation and integrity of the Company.“Insider trading” occurs when any person purchases or sells a security while in possession of inside information relating to the security. As explained inSection (c) below, “inside information” is information that is considered to be both “material” and “nonpublic.” Insider trading is a crime and the penalties forviolating the law include imprisonment, disgorgement of profits, civil fines of up to three times the profit gained or loss avoided, and criminal fines of up to$5,000,000 for individuals and $25,000,000 for entities. Insider trading is also prohibited by this Trading Policy and could result in serious sanctions by theCompany, including dismissal. Supervisors may also be held liable for the conduct of their subordinates.This Trading Policy applies to all Covered Persons, whether or not a citizen or resident of the United States, and extends to all activities within andoutside an individual’s duties at, or with respect to, the Company. Every Covered Person must review this Trading Policy. Questions regarding the TradingPolicy should be directed to the Company’s Chief Financial Officer (or if such questions involve the Chief Financial Officer, to the Chief Executive Officer,and if the Chief Financial Officer and Chief Executive Officer are the same person, to the Secretary).The personal trading activity of the Chief Financial Officer will be reviewed and pre-cleared by the Chief Executive Officer or if the Chief FinancialOfficer and Chief Executive Officer are the same person, by the Secretary.(b)Statement of Policies Prohibiting Insider TradingGeneral. It is the policy of the Company that no Covered Person who is aware of material nonpublic information relating to the Company or to anyother company, whether or not it is a public company, may, directly or through family members or other persons or entities, (a) buy or sell securities of theCompany or of any other company, whether or not it is a public company, (other than pursuant to a pre-approved trading plan that complies with SEC Rule10b5-1, as described below in Section (e)), or engage in any other action to take personal advantage of that information, or (b) pass that information on toothers outside the Company, including family and friends. In addition, it is the policy of the Company that no Covered Person who, in the course of workingfor the Company, learns of material nonpublic information about a company with which the Company does business, including a customer or supplier of theCompany, may trade in that company’s securities until the information becomes public or is no longer material.3 Transactions that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are notexcepted from this Trading Policy. The U.S. federal securities laws do not recognize such mitigating circumstances, and, in any event, even the appearance ofan improper transaction must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.Transactions by Family Members. This Trading Policy also applies to your family members who reside with you, anyone else who lives in yourhousehold, and any family members who do not live in your household but whose transactions in a company’s securities are directed by you or are subject toyour influence or control (such as parents or children who consult with you before they trade in a company’s securities). You are responsible for thetransactions of these other persons (whether or not citizens or residents of the United States) and therefore should make them aware of the need to confer withyou before they trade in a company’s securities.Disclosure of Information to Others. The Company is required under Regulation FD of the U.S. federal securities laws to avoid the selectivedisclosure of material nonpublic information. The Company has established procedures for releasing material information in a manner that is designed toachieve broad public dissemination of the information immediately upon its release. You may not, therefore, disclose information to anyone outside theCompany, including family members and friends, other than in accordance with those procedures. You also may not discuss the Company or its business in aninternet “chat room” or similar internet-based forum.(c)Explanation of Insider TradingAs noted above, “insider trading” refers to the purchase or sale of a security while in possession of “material” “nonpublic” information relating to thesecurity. “Securities” include not only shares, bonds, notes and debentures, but also options, warrants and similar instruments. “Purchase” and “sale” aredefined broadly under the U.S. federal securities law. “Purchase” includes not only the actual purchase of a security, but any contract to purchase or otherwiseacquire a security. “Sale” includes not only the actual sale of a security, but any contract to sell or otherwise dispose of a security.These definitions extend to a broad range of transactions including conventional cash-for-stock transactions, conversions, the grant and exercise ofstock options and acquisitions and exercises of warrants or puts, calls, swaps or other options related to a security. It is generally understood that insidertrading includes the following:•trading by insiders while in possession of material nonpublic information;•trading by persons other than insiders while in possession of material nonpublic information where the information either was given inbreach of an insider’s fiduciary duty to keep it confidential or was misappropriated; or4 •communicating or tipping material nonpublic information to anyone, including recommending the purchase or sale of a security while inpossession of such information. What Facts are Material? The materiality of a fact depends upon the circumstances. A fact is considered “material” if there is a substantiallikelihood that a reasonable investor would consider it important in making a decision to buy, sell or hold a security or where the fact is likely to have asignificant effect on the market price of the security. Material information can be positive or negative and can relate to virtually any aspect of a company’sbusiness or to any type of security, debt or equity.Examples of material information include (but are not limited to):•Projections of future earnings or losses, or other earnings guidance;•Earnings that are inconsistent with the consensus expectations of the investment community;•Pending or proposed merger, acquisition or tender offer;•Pending or proposed acquisition or disposition of a significant asset;•Change in dividend policy, the declaration of a stock split, or an offering of additional securities;•Change in management;•Development of a significant new product or process;•Impending bankruptcy or the existence of severe liquidity problems;•Gain or loss of a significant customer or supplier.Moreover, material information does not have to be related to a company’s business. For example, the contents of a forthcoming newspaper columnthat is expected to affect the market price of a security can be material.What is Nonpublic Information? Information is “nonpublic” if it is not available to the general public. In order for information to be consideredpublic, it must be widely disseminated in a manner making it generally available to investors through such media as Dow Jones, Reuters Economic Services,The Wall Street Journal, Associated Press or United Press International, or through widely circulated disclosure documents filed with the SEC. The circulationof rumors, even if accurate and reported in the media, does not constitute effective public dissemination.When Information is “Public.” If you are aware of material nonpublic information, you may not trade until the information has been disclosedbroadly to the marketplace (such as by press release through such media as Dow Jones, Reuters Economic Services, The Wall Street Journal, Associated Press,or United Press International), or through widely circulated disclosure documents filed with the SEC, and the investing public has had time to absorb theinformation fully. To avoid the appearance of impropriety, as a general rule, information should not be considered fully absorbed by the marketplace until afterthe second business day after the information is released. If, for example, a company were to make an announcement on a Monday during the trading day, youshould not trade in that company’s securities until Thursday. If an announcement were made on a Friday or after the trading day, Wednesday generally wouldbe the first eligible trading day.5 Who is an Insider? “Insiders” include officers, directors and employees of a company and anyone else who has material inside information about acompany. An affiliate of a company can also be an insider. Insiders have independent fiduciary duties to their company and its shareholders not to trade onmaterial nonpublic information relating to a company’s securities. All Covered Persons should consider themselves insiders with respect to material nonpublicinformation about the business activities and securities of the Company. Covered Persons may not trade securities while in possession of material nonpublicinformation relating to the Company’s securities or tip (or communicate except on a need-to-know basis and subject to an obligation of confidentiality) suchinformation to others. Trading by your spouse, minor child or by other family members living in your household while you are in possession of materialnonpublic information is likewise prohibited and can give rise to legal and company-imposed sanctions.Trading by Persons Other than Insiders. Insiders may be liable for communicating or tipping material nonpublic information to a third party(“tippee”), and insider trading violations are not limited to trading or tipping by insiders. Persons other than insiders also can be liable for insider trading,including tippees who trade on material nonpublic information tipped to them or individuals who trade on material nonpublic information that has beenmisappropriated.Tippees inherit an insider’s duties and are liable for trading on material nonpublic information illegally tipped to them by an insider. Similarly, just asinsiders are liable for the insider trading of their tippees, so are tippees who pass the information along to others who trade. In other words, a tippee’s liabilityfor insider trading is no different from that of an insider. Tippees can obtain material nonpublic information by receiving overt tips from others or through,among other things, conversations at social, business or other gatherings.Penalties for Engaging in Insider Trading. Penalties for trading on or tipping material nonpublic information can extend significantly beyond anyprofits made or losses avoided, both for individuals engaging in such unlawful conduct and their employers. The SEC and the U.S. Department of Justice havemade the civil and criminal prosecution of insider trading violations a top priority. Enforcement remedies available to the government or private plaintiffsunder the U.S. federal securities laws include:•SEC administrative sanctions;•Securities industry self-regulatory organization sanctions;•Civil injunctions;•Damage awards to private plaintiffs;•Disgorgement of all profits;•Civil fines for the violator of up to three times the amount of profit gained or loss avoided;•Civil fines for the employer or other controlling person of a violator (i.e., where the violator is an employee or other controlled person) of upto the greater of $1,000,000 or three times the amount of profit gained or loss avoided by the violator;•Criminal fines for individual violators of up to $5,000,000 ($25,000,000 for an entity); and•Jail sentences of up to 20 years.In addition, insider trading violations are not limited to violations of the U.S. federal securities laws: other U.S. federal and state civil or criminallaws, such as the laws prohibiting mail and wire fraud and the Racketeer Influenced and Corrupt Organizations Act, also may be violated upon the occurrenceof insider trading.Company-Imposed Sanctions. A Covered Person’s failure to comply with this Trading Policy may subject the Covered Person to company-imposedsanctions, including dismissal, or removal, as the case may be, for cause, whether or not the Covered Person’s failure to comply results in a violation of law.Needless to say, a violation of law, or even an SEC investigation that does not result in prosecution, can tarnish one’s reputation and irreparably damage one’scareer.Examples of Insider Trading. Examples of insider trading cases include actions brought against: corporate officers, directors, and employees whotraded a company’s securities after learning of significant confidential corporate developments; friends, business associates, family members and other tippeesof such officers, directors, and employees who traded the securities after receiving such information; government employees who learned of such informationin the course of their employment; and other persons who misappropriated, and took advantage of, confidential information from their employers.The following are illustrations of insider trading violations. These illustrations are hypotheticals and, consequently, not intended to reflect on theactual activities or business of the Company or any other entity.•Trading by Insider. A director of X Corporation learns that earnings to be reported by X Corporation will increase dramatically. Prior to thepublic announcement of such earnings, the director purchases X Corporation’s stock. The director, an insider, is liable for all profits as wellas penalties of up to three times the amount of all profits. The director is also subject to, among other things, criminal prosecution and fines.•Trading by Tippee. A director of X Corporation tells a friend that X Corporation is about to publicly announce that it has concluded anagreement for a major acquisition. This tip causes the friend to purchase X Corporation’s stock in advance of the announcement. The directoris jointly liable with his friend for all of the friend’s profits and each is liable for all penalties of up to three times the amount of the friend’sprofits. In addition, the director and his friend are subject to, among other things, criminal prosecution, as described above. 6 •Misappropriation. An employee of an investment advisor learns of a prospective recommendation of a particular stock by his employer andpurchases that stock in advance of the recommendation. The employee has used his position to deceive those who entrusted him withconfidential information. This undisclosed misappropriation of such confidential information is viewed as fraud akin to embezzlement. Theemployee is liable for all profits and penalties, and is subject to criminal prosecution. Prohibition of Records Falsification and False Statements. U.S. federal law also requires public companies to maintain proper internal books andrecords and to devise and maintain an adequate system of internal accounting controls. The SEC has supplemented the statutory requirements by adoptingrules that prohibit (1) any person from falsifying records or accounts subject to the above requirements and (2) officers or directors from making anymaterially false, misleading, or incomplete statement to any accountant in connection with any audit or filing with the SEC. These provisions reflect the SEC’sintent to discourage officers, directors and other persons with access to a public company’s books and records from taking action that might result in thecommunication of materially misleading financial information to the investing public.After-The-Fact Scrutiny. Anyone scrutinizing your transactions will be doing so after the fact, with the benefit of hindsight. As a practical matter,before engaging in any transaction, you should carefully consider how enforcement authorities and others might view the transaction in hindsight. A helpfulgeneral rule to follow is that if you are in doubt about the legality or propriety of the transaction, do not trade or tip.(d)Additional Prohibited TransactionsThe Company considers it improper and inappropriate for any of its directors, officers or other employee to engage in short-term or speculativetransactions in the Company’s securities. Therefore, it is the Company’s policy that directors, officers and other employees may not engage, except asotherwise set forth in this Trading Policy, in any of the following transactions:Short Sales. Short sales are sales of securities that the seller does not own at the time of the sale or, if owned, that will not be delivered within 20days of the sale. One usually sells short when one thinks the market is going to decline substantially or the stock will otherwise drop in value. If the stock fallsin price as expected, the person selling short can then buy the stock at a lower price for delivery at the earlier sale price (this is called “covering the short”) andpocket the difference in price as profit. The Company believes that it is inappropriate for its insiders to bet against the securities of the Company in this way.Puts, calls and options for common shares of the Company (other than options granted pursuant to employee benefit plans) also afford the opportunity to profitfrom a market view that is adverse to the Company, and they carry a high risk of inadvertent securities law violations. All such transactions are prohibited,unless approved in accordance with the Pre-clearance Procedures set forth in Section (e).7 Publicly Traded Options. A transaction in options is, in effect, a bet on the short-term movement of the Company’s shares and therefore creates theappearance that the Covered Person is trading based on inside information. Transactions in options also may focus the Covered Person’s attention on short-term performance at the expense of the Company’s long-term objectives. Accordingly, transactions in puts, calls or other derivative securities, on an exchangeor in any other organized market, are prohibited by this Trading Policy unless approved in accordance with the Pre-clearance Procedures set forth in Section(e). Option positions arising from certain types of hedging transactions are governed by the section below captioned “Hedging Transactions.”Hedging Transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow a CoveredPerson to lock in much of the value of his or her stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock. Thesetransactions allow the Covered Person to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, theCovered Person may no longer have the same objectives as the Company’s other shareholders. Therefore, the Company prohibits you from engaging in suchtransactions. Any person wishing to enter into such an arrangement must first pre-clear the proposed transaction in accordance with the Pre-clearanceProcedures set forth in Section (e). Any request for pre-clearance of a hedging or similar arrangement must be submitted to the Chief Financial Officer (or, inthe case of the Chief Financial Officer, to the Chief Executive Officer, or if the Chief Financial Officer and Chief Executive Officer are the same person, to theSecretary) at least two weeks prior to the proposed execution of documents evidencing the proposed transaction and must set forth a justification for theproposed transaction.Margin Accounts and Pledges. Securities held in a margin account may be sold by a broker without the customer’s consent if the customer fails tomeet a margin call. Similarly, securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan.Because a margin sale or foreclosure sale may occur at a time when the pledgor is aware of material nonpublic information or otherwise is not permitted totrade in the Company’s securities, Covered Persons are prohibited from holding the Company’s securities in a margin account or pledging the Company’ssecurities as collateral for a loan. An exception to this prohibition may be granted where a person wishes to pledge the Company’s securities as collateral for aloan (not including margin debt) and clearly demonstrates the financial capacity to repay the loan without resort to the pledged securities. Any person whowishes to pledge the Company’s securities as collateral for a loan must first pre-clear the transaction in accordance with the Pre-clearance Procedures set forthin Section (e). Any request for pre-clearance to pledge securities must be submitted to the Chief Financial Officer (or, in the case of the Chief FinancialOfficer, to the Chief Executive Officer, or if the Chief Financial Officer and Chief Executive Officer are the same person, to the Secretary) at least two weeksprior to the proposed execution of documents evidencing the proposed pledge.8 (e)Statement of Procedures Preventing Insider Trading Pre-clearance ProceduresTo help prevent inadvertent violations of the U.S. federal securities laws and to avoid even the appearance of trading on inside information, CoveredPersons, together with their family members, may not engage in any transaction involving the Company’s securities (including a share plan transaction such asan option exercise, gift, loan or pledge or hedge, contribution to a trust, or any other transfer), even if not during a Quarterly Blackout Period or Event-SpecificBlackout Period (described below), without first submitting a Trading Authorization Request (a form of which is attached as Exhibit A to this Trading Policy)to the Chief Financial Officer and obtaining the written approval of the transaction on such Trading Authorization Request by the Chief Financial Officer (andin the case of transactions by the Chief Financial Officer, such Trading Authorization Request shall be submitted to and approved by the Chief ExecutiveOfficer, or, if the Chief Financial Officer and Chief Executive Officer are the same person, submitted to and approved by the Secretary) (the “Pre-clearanceProcedures”). Except as otherwise provided in this Trading Policy, a request for pre-clearance on the Trading Authorization Request form should be submittedin accordance with the Pre-clearance Procedures at least two business days in advance of the proposed transaction. None of the Chief Financial Officer, ChiefExecutive Officer, Secretary, or anyone else is under any obligation to approve a trade submitted for pre-clearance, and may determine not to permit the trade.Post-Trading ReportingAll Covered Persons are required to report to the Chief Financial Officer any transaction in the Company’s securities undertaken by them or membersof their immediate families and personal household not later than the end of the business day immediately following the date of the transaction. Each reportmade to the Chief Financial Officer should include the date of the transaction, quantity, price and broker-dealer through which the transaction was effected.This reporting requirement may be satisfied by sending (or having your broker send) duplicate confirmations of trades to the Chief Financial Officer so long asthe Chief Financial Officer receives that information by the required date.Blackout PeriodsQuarterly Blackout Periods. The Company’s announcement of its quarterly financial results almost always has the potential to have a material effecton the market for the Company’s securities. To assure compliance with this Trading Policy and applicable securities laws, the Company requires that allCovered Persons refrain from conducting transactions (including purchase or sale) involving the Company’s securities during the period commencing at theclose of the Nasdaq trading market on the last day of each fiscal quarter of the Company and ending at the open of the Nasdaq trading market on the tradingday immediately following the completion of two (2) full trading sessions after the public release of the Company’s financial results for such quarter (the“Quarterly Blackout Period”). The Quarterly Blackout Period is subject to adjustment in the discretion of any of the Chairman, Chief Executive Officer orChief Financial Officer, provided that any such person making such adjustment notifies the other two persons of the adjustment.9 The Company may on occasion issue interim earnings guidance or other potentially material information by means of a press release, SEC filing onForm 6-K or other means designed to achieve widespread dissemination of the information. You should anticipate that trades are unlikely to be pre-clearedwhile the Company is in the process of assembling the information to be released and until the information has been released and fully absorbed by the market.Event-specific Blackout Periods. From time to time, an event may occur that is material to the Company and is known by only a few directors orexecutives. Such events might include the negotiation of the purchase or sale of vessels, renegotiation of material contracts, such as charters or shipmanagement contracts, or debt or equity issuances. As long as the event remains material and nonpublic, the Company may impose a special blackout periodduring which Covered Persons may not trade in the Company’s securities (an “Event-Specific Blackout Period”). The existence of an Event-SpecificBlackout Period will not be announced, other than to those who are aware of the event giving rise to the blackout. If, however, a Covered Person requests pre-clearance permission to trade in the Company’s securities during an Event-Specific Blackout Period, the Chief Financial Officer, having consulted with theSecretary and Chief Executive Officer, will inform the requester of the existence of an Event-Specific Blackout Period, without disclosing the reason for theblackout. Any person made aware of the existence of an Event-Specific Blackout Period should not disclose the existence of the blackout to any other person.Remember: Even if there is no Quarterly Blackout Period or Event-Specific Blackout Period in effect, any person possessing material nonpublicinformation concerning the Company should not engage in any transactions in securities of the Company until such information has been made public andabsorbed by the market.Hardship Exceptions. The Company may, on a case-by-case basis, authorize trading in the Company’s securities during a Quarterly Blackout Period(but in no event during an Event Specific Blackout Period) due to financial hardship or other hardships only after:i.The individual trading has notified the Chief Financial Officer in writing, at least three business days prior to the proposed trade(s), of thecircumstances of the hardship and the amount and nature of the proposed trade(s); andii.The individual has certified to the Company in writing, no more than two business days prior to the proposed trade(s), that he or she is notaware of material nonpublic information about the Company.A hardship exception may be granted only if the Chief Financial Officer and either the Chairman, Secretary or the Chief Executive Officer conclude,based on information provided by the requesting individual, that such individual is not in possession of material nonpublic information about the Company.None of the Chief Financial Officer, Chairman, Secretary or Chief Executive Officer is under any obligation to grant a hardship exception. In the case offinancial hardship or other hardships of the Chief Financial Officer, the hardship exception may be granted only if the Chief Executive Officer (if not the sameperson as the Chief Financial Officer, and if the same person as the Chief Financial Officer, then the Secretary) and the Chairman or Secretary conclude, basedon information provided by the requesting individual, that such individual is not in possession of material nonpublic information about the Company.10 Rule 10b5-1 Plan. Blackout periods shall not prohibit transfers of Company securities made pursuant to a written contract, letter of instruction orplan that (a) complies with the requirements of SEC Rule 10b5-1 (a “Rule 10b5-1 Plan”), and (b) has been approved by the Company’s Chief FinancialOfficer (or in the case of a Rule 10b5-1 Plan adopted by the Chief Financial Officer, by the Chief Executive Officer, and if the Chief Financial Officer andChief Executive Officer are the same person, by the Secretary) at least two weeks prior to the first trade under the Rule 10b5-1 Plan. In order to receive suchapproval from the Company’s Chief Financial Officer, Chief Executive Officer or Secretary, as applicable, a Covered Person must certify in writing that (i)such Covered Person was not in possession of material nonpublic information about the Company at the time the Rule 10b5-1 Plan was adopted, (ii) that alltrades made under the Rule 10b5-1 Plan will comply with Rule 10b5-1 Plan and applicable securities laws, and (iii) the Rule 10b5-1 Plan complies with therequirements of Rule 10b5-1. No such approval by the Chief Financial Officer, Chief Executive Officer or Secretary shall be considered any such officer’s orthe Company’s determination that the Rule 10b5-1 Plan satisfies the requirements of Rule 10b5-1. It shall be the sole responsibility of the person establishingthe Rule 10b5-1 Plan to ensure that such plan complies with the requirements of Rule 10b5-1.In order to be afforded the defense of using a trading plan, Covered Persons and other persons have a mandatory cooling-off period between Rule10b5-1 Plan adoption and execution of a trade, as noted below: -Directors and officers (as defined in § 240.16a-1(f) (Rule 16a-1(f) of the Securities Exchange Act of 1934, as amended) of the Company – Themandatory cooling-off period is the later of (i) 90 days following plan adoption or (ii) two business days following disclosure of the Company’sfinancial results for the fiscal quarter in which the plan was adopted (maximum of 120 days).-Key Employees and All Other Persons – 30 days following plan adoption. Post-Termination TransactionsIf you are aware of material nonpublic information when you terminate service as a Covered Person, you may not trade in the Company’s securities(or any other company’s securities, whether or not that company is a public company) until that information has become public or is no longer material. In allother respects, the procedures set forth in this Trading Policy will cease to apply to your transactions in the Company’s securities upon the expiration of anyQuarterly Blackout Period or Event-Specific Blackout Period that is applicable to your transactions at the time of your termination of service.(f)Permitted Transactions Under Company PlansShare Option Exercises. This Trading Policy does not apply to the exercise of an employee share option, or to the exercise of a tax withholding rightpursuant to which you elect to have the Company withhold shares subject to an option to satisfy tax withholding requirements. This Trading Policy does apply,however, to any sale of shares as part of a broker-assisted cashless exercise of an option, or any other market sale for the purpose of generating the cash neededto pay the exercise price of an option. 11 Acknowledgement of ComplianceYour Personal Commitment to the Company’s Trading PolicyI acknowledge that I have received and read the Globus Maritime Limited (the “Company”) Policies and Procedures to Detect and Prevent Insider Trading(the “Trading Policy”), and understand my obligations thereunder and hereby undertake, as a condition to my present and continued employment at,appointment to the Board, or other affiliation with the Company, to comply with the principles, policies and laws outlined in the Trading Policy.I hereby certify, to the best of my knowledge, that I have complied fully with all policies and procedures set forth in the Trading Policy.I hereby certify, to the best of my knowledge, that I will continue to comply with the Trading Policy for as long as I am subject to the Trading Policy.To the extent that I obtain knowledge of any violations of the Trading Policy, I will report such violations to the Chief Financial Officer of the Company.I understand that my agreement to comply with the Trading Policy does not constitute a contract of employment. Please sign here: Please print yourname: Date: 12 Trading Authorization RequestSection I: To be completed by the officer, director or employeeName: Position: Number and type ofsecurities to bepurchased or sold: Type of Transaction:Purchase Sale CertificationI certify that I am not in possession of material, nonpublic information about Globus Maritime Limited.Signature: Date: Section II: ApprovalApproval #1I approve disapprove the above transaction. Name / Title Signature Date: Approval #2 (if applicable/in the case of a hardship exception)I approve disapprove the above transaction. Name / Title Signature Date: Note: This procedure must be repeated if the transaction is not completed within four business days beginning with the latest approval date in Section II. EXHIBIT 12.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Athanasios Feidakis, certify that: 1. I have reviewed this annual report on Form 20-F of Globus Maritime Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; 4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for thecompany and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by theannual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and 5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the company’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal controlover financial reporting. Date: March 15, 2024 By:/s/ Athanasios Feidakis Name: Athanasios Feidakis Title: President and Chief Executive Officer (Principal Executive Officer) EXHIBIT 12.2 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Athanasios Feidakis, certify that: 1. I have reviewed this annual report on Form 20-F of Globus Maritime Limited; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the company as of, and for, the periods presented in this report; 4. The company’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined inExchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for thecompany and have: (a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the company, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared; (b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles; (c)Evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d)Disclosed in this report any change in the company’s internal control over financial reporting that occurred during the period covered by theannual report that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and 5. The company’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, tothe company’s auditors and the audit committee of the company’s board of directors (or persons performing the equivalent functions): (a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the company’s ability to record, process, summarize and report financial information; and (b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the company’s internal controlover financial reporting. Date: March 15, 2024 By:/s/ Athanasios Feidakis Name: Athanasios Feidakis Title: Chief Financial Officer (Principal Financial Officer) EXHIBIT 13.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002 In connection with this annual report of Globus Maritime Limited (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with theSecurities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Athanasios Feidakis, President and Chief Executive Officer ofthe Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff uponrequest. Date: March 15, 2024 By:/s/ Athanasios Feidakis Name: Athanasios Feidakis Title: President and Chief Executive Officer (Principal Executive Officer) EXHIBIT 13.2 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE U.S. SARBANES-OXLEY ACT OF 2002 In connection with this annual report of Globus Maritime Limited (the “Company”) on Form 20-F for the year ended December 31, 2023 as filed with theSecurities and Exchange Commission (the “SEC”) on or about the date hereof (the “Report”), I, Athanasios Feidakis, Chief Financial Officer of the Company,certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that: (1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. A signed original of this written statement has been provided to the Company and will be retained by the Company and furnished to the SEC or its staff uponrequest. Date: March 15, 2024 By:/s/ Athanasios Feidakis Name: Athanasios Feidakis Title: Chief Financial Officer (Principal Financial Officer) EXHIBIT 15.1 Consent of Independent Registered Public Accounting Firm We consent to the incorporation by reference in the following Registration Statements: (1) Registration Statement (Form F-3 No. 333-239250) of Globus Maritime Limited,(2) Registration Statement (Form F-3 No. 333-240042) of Globus Maritime Limited, and(3) Registration Statement (Form F-3 No. 333- 273249) of Globus Maritime Limited of our report dated March 15, 2024, with respect to the consolidated financial statements of Globus Maritime Limited included in this Annual Report (Form20-F) of Globus Maritime Limited for the year ended December 31, 2023. /s/ Ernst & Young (Hellas) Certified Auditors Accountants S.A. Athens, Greece March 15, 2024 Exhibit 97.1GLOBUS MARITIME LIMITEDPolicy for the Recovery of Erroneously Awarded CompensationEffective: November 8, 20231.IntroductionThe Board of Directors (the “Board”) of Globus Maritime Limited (the “Company”) has adopted this policy, which provides for the recovery ofcertain executive compensation in the event of certain accounting restatements (the “Policy”).This Policy is designed to comply with Section 10D, as implemented by Rule 10D-1, of the Securities Exchange Act of 1934, as amended (the“Exchange Act”) and is made in accordance with the applicable listing rules (the “Nasdaq Rules”) of the Nasdaq Stock Market (“Nasdaq”).2.Covered ExecutivesThis Policy applies to the Company’s current and former executive officers, as determined by the Committee (as defined below) in accordance withSection 10D of the Exchange Act and the Nasdaq Rules, who, for the avoidance of doubt, will include, at a minimum, executive officers identified pursuant to17 C.F.R. 229.401(b), as well as the principal financial officer and principal accounting officer (or, if there is no principal accounting officer, the controller),and such other senior executives/employees who may from time to time be deemed subject to the Policy by the Committee (“Covered Executives”).This Policy shall be binding and enforceable against all Covered Executives, as described herein, and, to the extent required by applicable law orguidance from the United States Securities and Exchange Commission (the “SEC”) or Nasdaq, Covered Executives’ beneficiaries, heirs, executors,administrators or other legal representatives.3.Recovery of Erroneously Awarded CompensationIn the event the Company is required to prepare an Accounting Restatement of its financial statements, the Remuneration Committee (if composedentirely of independent directors, or in the absence of such a committee, a majority of independent directors serving on the Board) (the “Committee”) willdetermine the amount of Erroneously Awarded Incentive Compensation (defined below) and the Company will promptly notify each Covered Executive whoreceived Erroneously Awarded Incentive Compensation of the amount of Erroneously Awarded Incentive Compensation received by such Covered Executiveand will require reimbursement or forfeiture of not less than the full amount of any Erroneously Awarded Incentive Compensation received or deemedreceived by any Covered Executive, except to the extent determined impracticable in Section 7 below.Any such recovery shall apply to Incentive Compensation Eligible for Recovery paid during the three (3) completed fiscal years immediatelypreceding the Restatement Date and, if the Company changes its fiscal year, any transition period of less than nine months within or immediately followingthose three completed fiscal years (the “Recovery Period”).1 Incentive Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in theIncentive Compensation award is attained, even if the payment or grant of the Incentive Compensation to the Covered Executive occurs after the end of thatperiod.Any recovery under this Policy shall be made reasonably promptly and in accordance with the Exchange Act and Nasdaq Rules.4.Incentive Compensation and Financial Reporting MeasuresFor purposes of this Policy:“Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reportingrequirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that ismaterial to the previously issued financial statements (a “Big R” restatement), or that would result in a material misstatement if the error were corrected in thecurrent period or left uncorrected in the current period (a “little r” restatement).“Financial Reporting Measures” are measures that are determined and presented in accordance with the accounting principles used in preparing theCompany’s financial statements, and all other measures that are derived wholly or in part from such measures. Share price and total shareholder return (andany measures that are derived wholly or in part from share price or total shareholder return) shall, for purposes of this Policy, be considered FinancialReporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in afiling with the SEC.“Incentive Compensation” means any compensation that is granted, earned, or vested based wholly or in part on the attainment of a FinancialReporting Measure, including, but not limited to, the following:(a) Annual bonuses and other short- and long-term cash incentives;1(b) Stock options;(c) Restricted stock;(d) Restricted stock units; and(e) Performance shares.2 “Incentive Compensation Eligible for Recovery” means Incentive Compensation received by a Covered Executive:(f) after beginning service as a Covered Executive;(g) who served as a Covered Executive at any time during the performance period for the applicable Incentive Compensation (regardless ofwhether such individual is serving as a Covered Executive at the time the Erroneously Awarded Incentive Compensation is required to be repaid);(h) while the Company had a class of securities listed on a national securities exchange or a national securities association;(i) during the applicable Recovery Period; and(j) on or after the effective date of the applicable Nasdaq Rules (i.e., October 2, 2023).“Restatement Date” means the earlier to occur of (i) the date the Board, a committee of the Board or the officers of the Company authorized to takesuch action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an AccountingRestatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.5.Erroneously Awarded Incentive Compensation – Amount Subject to RecoveryThe amount to be recovered will be the excess of the Incentive Compensation Eligible for Recovery paid to the Covered Executive based on theerroneous data over the Incentive Compensation Eligible for Recovery that would have been paid to the Covered Executive had it been based on the restatedresults (calculated without regard to any taxes paid), as determined by the Committee (the “Erroneously Awarded Incentive Compensation”).If the Committee cannot determine the amount of Erroneously Awarded Incentive Compensation received by the Covered Executive directly from theinformation in the Accounting Restatement (i.e., the Erroneously Awarded Incentive Compensation is not subject to mathematical recalculation directly fromthe information in the applicable Accounting Restatement), then it will make its determination based on a reasonable estimate of the effect of the AccountingRestatement. The Company shall maintain documentation of the determination of such reasonable estimate and provide the relevant documentation to Nasdaq.The Company shall promptly notify each Covered Executive with a written notice containing the amount of any Erroneously Awarded IncentiveCompensation and a demand for repayment or return of such compensation, as applicable.6.Method of RecoveryThe Committee will determine, in its sole discretion, the method for recouping Erroneously Awarded Incentive Compensation hereunder which mayinclude, without limitation, any of the following or combination thereof:(a) requiring reimbursement of cash Incentive Compensation Eligible for Recovery previously paid;(b) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards;(c) offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive;(d) cancelling outstanding vested or unvested equity awards; and/or(e) taking any other remedial and recovery action permitted by law, as determined by the Committee.Except as set forth in Section 7 below, in no event may the Company accept an amount that is less than the amount of Erroneously Awarded IncentiveCompensation in satisfaction of a Covered Executive’s obligations hereunder. To the extent that a Covered Executive fails to repay all Erroneously AwardedIncentive Compensation to the Company when due, the Company shall take all actions reasonable and appropriate to recover such Erroneously AwardedIncentive Compensation from the applicable Covered Executive. The applicable Covered Executive shall be required to reimburse the Company for any andall expenses reasonably incurred (including legal fees) by the Company in recovering such Erroneously Awarded Incentive Compensation in accordance withthe immediately preceding sentence.To the extent that the Covered Executive has already reimbursed the Company for any Erroneously Awarded Incentive Compensation received underany duplicative recovery obligations established by the Company or applicable law, it shall be appropriate for any such reimbursed amount to be credited tothe amount of Erroneously Awarded Incentive Compensation that is subject to recovery under this Policy.7.ImpracticalityThe Company shall recover any Erroneously Awarded Incentive Compensation in accordance with this Policy, unless such recovery would beduplicative of compensation recovered by the Company from the Covered Executive pursuant to Section 304 of the Sarbanes-Oxley Act or would beimpracticable, as determined by the Committee in accordance with Rule 10D-1 of the Exchange Act and the Nasdaq Rules, and any of the followingconditions are satisfied:(a) The Committee has determined that the direct expenses paid to a third party to assist in enforcing the Policy would exceed the amount to berecovered. Before making this determination, the Company must make a reasonable attempt to recover the Erroneously Awarded Incentive Compensation,documented such attempt(s) and provide such documentation to Nasdaq; or (b) Recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining thatit would be impracticable to recover any amount of Erroneously Awarded Incentive Compensation based on violation of home country law, the Company hasobtained an opinion of home country counsel, acceptable to Nasdaq, that recovery would result in such a violation and a copy of the opinion is provided toNasdaq; or3 (c) Recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of theCompany, to fail to meet the requirements of Section 401(a)(13) or Section 411(a) of the Internal Revenue Code of 1986, as amended, and regulationsthereunder.8.No IndemnificationThe Company shall not insure or indemnify any Covered Executive against the loss of any Erroneously Awarded Incentive Compensation that isrepaid, returned or recovered in accordance with the terms of this Policy, or for any claims relating to the Company’s enforcement of any of its rights underthis Policy.The Company shall not enter into any agreement or arrangement that exempts any Incentive Compensation that is granted, paid or awarded to anyCovered Executive from the application of this Policy or that waives the Company’s right to recover any Incentive Compensation Eligible for Recovery, andthis Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date of this Policy).9.Other Recovery RightsThe Committee intends that this Policy will be applied to the fullest extent required by applicable law. Any employment agreement, equity awardagreement, compensatory plan or any other agreement or arrangement with a Covered Executive shall be deemed to include, as a condition to the grant of anybenefit thereunder, an agreement by the Covered Executive to abide by the terms of this Policy.The Committee may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the EffectiveDate shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy.Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to theCompany under applicable law, regulation or rule or pursuant to the terms of any similar policy in any employment agreement, equity award agreement, orsimilar agreement and any other legal remedies available to the Company.10.Disclosure RequirementsThe Company shall file all disclosures with respect to this Policy required by applicable SEC filings and rules.11.InterpretationThe Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for theadministration of this Policy, and for the Company’s compliance with Nasdaq Rules, Section 10D, Rule 10D-1 and any other applicable law, regulation, rule orinterpretation of the SEC or Nasdaq promulgated or issued in connection therewith. It is intended that this Policy be interpreted in a manner that is consistentwith the requirements of Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC or Nasdaq.4 12.Amendment and TerminationThe Committee may amend or terminate this Policy from time to time in its discretion; provided, that, no amendment or termination of this Policyshall be effective if such amendment or termination would cause the Company to violate any applicable federal securities laws, SEC rule or Nasdaq Rule.13.Effective DateThis Policy shall be effective as of November 8, 2023 (the “Effective Date”) and shall apply to Incentive Compensation that is approved, awarded orgranted to Covered Executives on or after October 2, 2023.14.Policy AdministrationThis Policy shall be administered by the Committee, and any determinations made by the Committee shall be final and binding on all affectedindividuals. 5 ANNEX AGlobus Maritime LimitedPolicy for the Recovery of Erroneously Awarded CompensationAcknowledgement FormBy signing below, the undersigned acknowledges and confirms they have received and reviewed a copy of the Globus Maritime Limited Policy for theRecovery of Erroneously Award Compensation (the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement Form shall have themeanings given to such terms in the Policy.By signing this Acknowledgement Form, the undersigned acknowledges and agrees that they are and will continue to be subject to the Policy and that thePolicy will apply both during and after the undersigned’s employment with the Company. Further, by signing below, the undersigned agrees to abide by theterms of the Policy, including, without limitation, by returning any Erroneously Awarded Incentive Compensation (as defined in the Policy) to the Company tothe extent required by, and in a manner permitted by, the Policy.For the avoidance of doubt, any recovery affected under the Policy shall not constitute grounds to terminate the undersigned’s employment for “Good Reason”(or any term of similar meaning) under any employment, change in control or severance, equity award or compensation arrangements, agreements, plans orprograms. ________________________________Signed ________________________________Name (Printed) ________________________________Date_________________ [1] To the extent that a Covered Executive receives a salary increase earned wholly or in part based on the attainment of a Financial Reporting Measureperformance goal, such a salary increase is subject to recovery as a non-equity incentive plan award for purposes of Rule 10D-1.
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