UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT
TO RULE 13a-16 OR
15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2020
Commission File Number: 001-34985
Globus Maritime Limited
(Translation of registrant’s name into English)
128 Vouliagmenis Avenue, 3rd Floor, Glyfada, Attica, Greece, 166 74
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
This Report on Form 6-K is being filed by Globus Maritime Limited (“we”, “us”, or the "Company") to:
I. Report certain recent developments relating to the Company's financing agreements, as follows:
We currently have one senior secured loan facility with EnTrust Global’s Blue Ocean Fund with an aggregate outstanding balance as of the date of this report on Form 6-K of approximately $37.0 million; a credit facility with Firment Shipping Inc., our largest shareholder and a related party to us, with an aggregate outstanding balance as of the date of this report on Form 6-K of $800,000; and a Convertible Note outstanding with an unrelated party with an aggregate outstanding balance as of the date of this this report on Form 6-K of approximately $2.5 million.
Entrust Facility
On April 21, 2020, the loan facility with EnTrust Global’s Blue Ocean Fund was amended to provide for, among other things, the deferral at the borrowers’ option of 50% of the amount of interest that accrued on the loan during the interest period that ended on March 31, 2020 and increased the deferred fee from 1.50% to 1.60%, among other matters. The deferred interest that remains outstanding will accrue interest at the same rate and on the same repayment terms as interest on the loan. The deferred interest must be paid on September 30, 2020 and may be paid at the borrowers’ option on June 30, 2020. In May of 2020 the lenders agreed to increase the maximum amount of trade debt permitted to be incurred in respect of the vessels financed under the loan agreement from $400,000 to $600,000 per ship. In addition, the covenant that the market value of our ships plus net realizable value of additional security granted plus the amount standing to credit of the Liquidity Account and the Reserve Account must remain above 125% for the first two years of the loan and then 135% thereafter, was waived by the lenders until September 30, 2020. Our minimum liquidity per ship of $250,000 and group liquidity, on a consolidated basis, at the end of each calendar quarter of liquid funds in an amount, in aggregate, of not less than 5% of the consolidated financial indebtedness was also waived until September 30, 2020.
Firment Facility
On May 8, 2020, the credit facility with Firment Shipping Inc. was amended and restated. This amended facility is unsecured and remains available until its final maturity on October 31, 2021. We have the right to drawdown any amount up to $15 million (with $14.2 million remaining) or prepay any amount in multiples of $100,000. Any prepaid amount cannot be re-borrowed. Interest on drawn and outstanding amounts is charged at 3.5% per annum until December 31, 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 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 annum above the regular interest 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 unpaid interest under this agreement into our common shares. The conversion price shall equal the higher of (i) the average of the daily dollar volume-weighted average sale price for the common stock on the principal market on any trading day during the period beginning at 9.30 a.m. New York City time and ending at 4.00 p.m. over the Pricing Period multiplied by 80%, where the “Pricing Period” equals the ten consecutive trading days immediately preceding the date on which the conversion notice was executed or (ii) $2.80 (subject to proportional adjustment for share splits, share combinations, share dividends and similar events). The Firment Shipping Credit Facility requires that Athanasios Feidakis remain our Chief Executive Officer and that, unless approved by Firment Shipping, Firment Shipping maintains at least a 40% shareholding in us, other than due to actions taken by Firment Shipping, such as sales of shares.
Convertible Note
On May 8, 2020, the holder of our Convertible Note waived (the “May 8, 2020 Waiver”) its right to participate in (a) public offerings which close before August 31, 2020, and (b) issuances of shares and other securities (including common shares, Class B common shares, and new or existing series of preferred shares) to directors, officers, their respective affiliates, and to affiliates of the Company. The holder of our Convertible Note also consented to the amendment and restatement of the Firment Shipping Credit Facility and waived (a) without the Company having admitted fault, certain potential prior technical breaches of the Convertible Note; (b) the holder’s right to require the redemption of the Convertible Note upon a change of control (as such term is used within the Convertible Note), but only if such change of control results from certain underwritten offering or issuances of our securities to directors, officers, their respective affiliates, and to affiliates of the Company; (c) temporarily reduced, until August 31, 2020, the amount the noteholder will receive upon a redemption of the Convertible Note at the Company’s option, such that the Convertible Note can be redeemed at the Company’s option by paying the greater of (i) the aggregate amounts then outstanding pursuant to the Convertible Note (rather than 120% of such amounts) and (ii) the product of (x) the number of shares issuable upon a conversion of the Convertible Note (with respect to the amount being redeemed at the time) multiplied by (y) the greatest closing sale price of the Company’s common shares on any trading day between the date immediately preceding the first such redemption at the Company’s option and the trading day immediately prior to the final Company payment under the Convertible Note. All of the foregoing is subject to the Company’s redemption of all or part of the Convertible Note in cash with an amount equal to the lesser of (a) the aggregate amounts then outstanding pursuant to the Convertible Note and (b) 25% of the net proceeds of any public offering of its securities that closes before August 31, 2020.
As of the date of this report on Form 6-K, approximately $2.5 million in principal and interest was owed pursuant to the Convertible Note. If not converted or redeemed beforehand pursuant to the terms of the Convertible Note, the Convertible Note is now scheduled to mature on March 13, 2021.
The Convertible Note provides for interest to accrue at 10% annually, which interest shall be paid at maturity unless the Convertible Note is converted or redeemed pursuant to its terms beforehand. The interest may be paid in common shares of the Company, if certain conditions described within the Convertible Note are met. The conversion and redemption terms of the Convertible Note are, in principal, as follows:
| · | The Convertible Note may be converted, in whole or in part, into the Company’s common stock at any time by its holder, in which case all principal, interest, and other amounts owed pursuant to the Convertible Note shall convert at a price per share which differs based upon the performance of the Company’s stock price. The price per share for conversion purposes is the lowest of (a) the Conversion Price of $4.50 and (b) the highest of (i) $1.00 (the “Floor Price”) and (ii) 87.5% of the average of the high and low bid price from any day chosen by the holder during the ten (10) consecutive trading day period ending on and including the trading day immediately prior to the applicable conversion date (the “Alternate Conversion Price”) regardless of the subsequent stock price. The Floor Price adjusts for share splits, share dividends, share combinations, and similar transactions. |
| · | The Convertible Note may be redeemed, in whole or in part, by request of its holder upon: |
| o | an Event of Default (as defined within the Convertible Note), in exchange for the higher of (a) 120% of all amounts owed under the Convertible Note, and (b) the value of the stock to which the Convertible Note could be converted (as calculated within Section 4(b) of the Convertible Note); |
| o | a Change in Control (as defined within the Convertible Note) of the Company, in exchange for the higher of (a) 120% of all amounts owed under the Convertible Note and (b) the value of the stock to which the Convertible Note could be converted (as calculated within Section 5(c) of the Convertible Note), unless such Change in Control occurs as described in the May 8, 2020 Waiver described above; or |
| o | any time after an uninterrupted ten Trading Day period in which the common shares trade below the Floor Price, in exchange for 100% of all amounts owed under the Convertible Note. |
| · | The Convertible Note may be redeemed, in whole or in part, at any time by the Company. If we elect to redeem the Convertible Note, and such redemption does not occur as set forth within the May 8, 2020 Waiver, we shall be obligated to pay the holder the greater of (a) 120% of all amounts owed under the Convertible Note and (b) the value of the stock to which the Convertible Note could be converted (as calculated within Section 8(a) of the Convertible Note). If we elect to redeem the Convertible Note, we (as a procedural matter) must first provide the holder notice, which could allow the holder to convert prior to payment by us of the redemption amount. |
| · | If any portion of the Convertible Note is not redeemed or converted prior to its maturity date, on the maturity date, we are required to pay all outstanding principal in cash and may elect whether to pay the interest (and any other amounts owed) in cash or shares of our common stock. If interest is paid in common stock, the Alternate Conversion Price per share shall apply. |
The Convertible Note also forbids us from undertaking certain major transactions (referred to within the Convertible Note as “Fundamental Transactions” or a “Change of Control”) if we do not either (a) redeem the note at 120% of all amounts owed under the Convertible Note beforehand or (b) we or our successor does not reaffirm its obligations under the Convertible Note.
The Company further entered into a registration rights agreement (the “Registration Rights Agreement”) in which it agreed to register the resale of the common shares issuable upon conversion of the Convertible Note. The Registration Rights Agreement includes liquidated damages provisions applicable if the Company fails to meet its obligations. Pursuant to the Registration Rights Agreement, we filed a Registration Statement on Form F-3 with respect to the resale of the common shares that may be issued upon the conversion of the Convertible Note. This registration statement was declared effective on April 19, 2019.
The full conversion of the Convertible Note would dilute the ownership percentage of the Company held by existing stockholders and could hurt our stock price, and will dilute existing shareholders.
Under the terms of the Convertible Note, we may not issue shares to the extent such issuance would cause a holder, together with its affiliates and attribution parties, to beneficially own a number of common shares which would exceed 4.99% (which may be increased upon no less than 61 days’ notice, but not to exceed 9.99%) of our then outstanding common shares immediately following such issuance, excluding for purposes of such determination common shares issuable upon subsequent conversion of principal or interest on the Convertible Note. This provision does not limit a holder from acquiring up to 4.99% of our common shares, selling all of their common shares, and re-acquiring up to 4.99% of our common shares.
The Purchase Agreement contained representations, warranties and covenants that are typical for private placements by public companies. The Purchase Agreement, during the time that the Convertible Note is outstanding, prohibits the Company from entering into certain “variable rate transactions”, as defined within the Purchase Agreement, involving (a) the issuance by the Company of convertible securities at a price that is based upon and/or varies with the trading prices of our common shares or with a conversion, exercise or exchange price that is subject to being reset at some future date, other than pursuant to a customary “weighted average” anti-dilution provision, or (b) a transaction whereby the Company or any Subsidiary may sell securities at a future determined price.
The Purchase Agreement also grants the holder other rights. Within the Purchase Agreement, the Company also grants the holder(s) an option to acquire up to 50% of the securities issued in certain placements of the Company (referred to within the Purchase Agreement as “Subsequent Placements”) during the time that the Convertible Note is outstanding, and obligates the Company to notify the holder(s) before consummating any Subsequent Placements. If the holder does not exercise its participation right within five business days of being noticed of the terms of the offer, we then have 10 business days to consummate the transaction on terms no more favorable than what was offered to the holder, and if we fail to close a transaction within such period, we must notice the holder again and offer another opportunity to participate. We also agreed not to issue more than one offer notice to the holder within 60 days, unless the terms have changed within five business days of our giving notice to the holder.
II. Confirm, as indicated in a report on Schedule 13D furnished with the Commission on June 28, 2019, that Mr. Georgios Feidakis beneficially owns 1,252,258 common shares through Firment Shipping Inc., a Marshall Islands corporation for which he exercises sole voting and investment power. Mr. Georgios Feidakis and Firment Shipping Inc., disclaim beneficial ownership over such common shares except to the extent of their pecuniary interests in such shares. Firment Shipping Inc. is the lender of the Firment Shipping Credit Facility, which facility provides that debt may be repaid by us using our common shares at our election.
III. Provide clarification about a consultancy agreement the Company entered into with our Chief Executive Officer, who is our sole executive officer (and also a director):
In August 2016, the Company entered into a consultancy agreement with 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 amount to €200,000. The consultant is eligible to receive bonus 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 by the Remuneration Committee or the Board of the Company. If the Company terminates the agreement without cause, or either party terminates after a change of control of the Company, then we will pay the consultant €400,000 plus the average annual bonus (including the value of equity awards) granted to the consultant throughout the term of the consultancy agreement.
Each of our other directors has a contract relating to his appointment as a director.
EXHIBIT INDEX
THIS REPORT ON FORM 6-K IS HEREBY INCORPORATED BY REFERENCE INTO THE COMPANY’S REGISTRATION STATEMENTS: (A) ON FORM F-3 (FILE NO. 333-222580) FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 17, 2018 AND DECLARED EFFECTIVE FEBRUARY 8, 2018; AND (B) ON FORM F-3 (FILE NO. 333-230841) FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 12, 2019 AND DECLARED EFFECTIVE APRIL 19, 2019.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: May 8, 2020
| GLOBUS MARITIME LIMITED | ||
| By: | /s/ Athanasios Feidakis | |
| Name: | Athanasios Feidakis | |
| Title: | President, Chief Executive Officer and Chief Financial Officer | |
Exhibit 99.1
Dated: 8 May 2020
| GLOBUS MARITIME LIMITED | ||
| and | ||
| FIRMENT SHIPPING INC. |
AMENDED AND RESTATED AGREEMENT
For a Credit Facility
of up to US Dollars $15,000,000.00
This Amended and Restated Agreement is dated 8 May 2020 and made BETWEEN:
(1) GLOBUS MARITIME LIMITED, a corporation duly domesticated in the Republic of the Marshall Islands, having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, Marshall Islands, whose Common Stock (as defined below) is currently listed on the Nasdaq Capital Market under the trading symbol “GLBS” (the “Borrower”);
(2) FIRMENT SHIPPING INC., a corporation duly incorporated in the Republic of the Marshall Islands and having its registered address at Trust Company Complex, Ajeltake Road, Ajeltake Island, Majuro, Marshall Islands MH96960, Marshall Islands (the “Lender”);
WHEREAS, the Borrower and the Lender entered into an Agreement for a Revolving Credit Facility of up to US Dollars $15,000,000.00 dated November 21, 2018 (the “Original Facility Agreement”); and
WHEREAS, the Borrower and the Lender have agreed to amend and restate the Original Facility Agreement in its entirety on the terms and conditions further described herein.
NOW IT IS HEREBY AGREED as follows:
| 1. | DEFINITIONS AND INTERPRETATION |
Unless the context otherwise requires or unless otherwise defined herein, the words and expressions specified below shall have the meaning attributed to them below:
“Common Stock” means shares of common stock, par value US$0.004 per share, of the Borrower,
“Conversion Price” shall equal to the higher of (i) the average of the daily VWAPs over the Pricing Period multiplied by 80%, where the “Pricing Period” equals the ten (10) consecutive Trading Days immediately preceding the date on which the Conversion Notice was executed, or (ii) Two US Dollars and Eighty Cents (US$ 2.80) (subject to proportional adjustment for share splits, share combinations, share dividends and similar events).
“Principal Market” means any market tier of the Nasdaq Stock Market, the New York Stock Exchange, the OTC Bulletin Board or such other principal market or exchange on which the Common Stock is then listed for trading.
“Trading Day” means any day on which the Common Stock is traded on the Principal Market; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on the Principal Market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York City time).
“VWAP” means the daily dollar volume-weighted average sale price for the Common Stock on the Principal Market on any particular Trading Day during the period beginning at 9:30 a.m., New York City time (or such other time as the Principal Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York City time (or such other time as the Principal Market publicly announces is the official close of trading), as reported by Bloomberg through its “Average Quote Recap” functions or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30 a.m., New York City time (or such other time as the Principal Market publicly announces is the official open of trading), and ending at 4:00 p.m., New York City time (or such other time as the Principal Market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported by the OTC Markets and if the above prices/rates are not reported by Bloomberg the Company may in good faith specify another page or service which publishes the relevant prices/rates from time to time in place of Bloomberg. All such determinations of VWAP shall to be appropriately and equitably adjusted in accordance with the provisions set forth herein for any stock dividend, stock split, stock combination or other similar transaction occurring during any period used to determine the Conversion Price.
| 2. | Term CREDIT FACILITY- PURPOSE |
2.01 This Agreement sets out the terms and conditions upon and subject to which the Lender, which is a shareholder of the Borrower, shall make available to the Borrower a credit facility of up to US Dollars Fifteen million (US$15,000,000.00) (the “Facility” and such term shall mean the principal amount owing to the Lender at any relevant time) for a period ending on 31 October 2021 to be used by the Borrower for general working capital purposes. As of the date hereof, the outstanding balance of the Facility is US$800,000 and the available amount is US$14,200,000. The Lender shall not be obliged to monitor or verify how the proceeds of the Facility or part thereof have been used by the Borrower.
| 3. | UTILISATION |
3.01 (Utilisation of the Facility) The Facility shall be advanced by the Lender to the Borrower in advances (each advance of the Facility is hereinafter called: the “Advance” and the principal amount owing in respect of each Advance at any relevant time is hereinafter called: the “Loan” or, as the case may be the “Loans”) following receipt by the Lender of a written notice from the Borrower in form and substance reasonably satisfactory to the Lender (the “Utilisation Request”). Subject to the following conditions, the Borrower may serve a Utilisation Request not later than three (3) banking days prior to the intended date on which the Borrower requests that the relevant Advance be made available (the “Drawdown Date”). A Utilisation Request shall be signed by an authorised representative of the Borrower and once served, such Utilisation Request cannot be revoked without the prior written consent of the Lender.
3.02 (Conditions of Utilisation) The conditions referred to in Clause 3.01 are that:
| (a) | the amount of each Advance shall be a multiple of US$100,000.00 and shall not exceed the amount of the Facility; |
| (b) | the aggregate amount of all the Loans shall not exceed the amount of the Facility; |
| (c) | the conditions set out in Clause 9 (as applicable to the relevant Utilisation Request) have been complied with, by the Borrower. |
3.03 (No Revolving Credit) The Borrower may not re-borrow any part of the Facility which is repaid.
| 4. | INTEREST |
4.01 (Interest Rate and Computation) The Borrower shall pay interest at a rate of three and one-half percent (3.5%) per annum until 31 December 2020 on each Loan on the last day of each period of three months. Thereafter, the Borrower shall pay interest at a rate of seven percent (7%) per annum on each Loan on the last day of each period of three months. The first interest payment date shall be the last day of a period of three (3) months after the Drawdown Date of the relevant Advance. All interest and other payments periodic or payable by reference to a rate per annum under this Agreement shall accrue from day to day and be calculated on the basis of actual number of days elapsed and a three hundred and sixty (360) day year.
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4.02 (Default Interest) In case of failure of the Borrower to pay any sum due under this Agreement, the Borrower shall pay default interest on such sum from the due date or, as the case may be the date of the demand up to the date of actual payment (as well after as before judgment) at the rate of two percent (2%) per annum above the interest rate provided for in Clause 4.01.
| 5. | REPAYMENT- VOLUNTARY PREPAYMENT |
5.01 (Repayment) The Borrower shall repay all the Loans on 31 October 2021 (the “Final Maturity Date”). On the Final Maturity Date, any undrawn amount of the Facility shall be automatically cancelled and revoked without any further notice to the Borrower. On the Final Maturity Date any interest owing and unpaid, costs and any other amounts owing under this Agreement shall be due and payable in full.
5.02 (Voluntary Prepayment) The Borrower shall have the right at any time, to prepay a Loan or part thereof together with all unpaid interest accrued thereon and all other sums of money whatsoever due and owing from the Borrower to the Lender under such Loan. In case the Borrower elects to prepay part of the Loan, such prepayment can only be made in multiples of US$100,000.00.
| 6. | PAYMENTS |
6.01 (Payment) All moneys to be paid by the Borrower under this Agreement shall be paid to the Lender in same day immediately available Dollar funds to an account of the Lender to be notified by it to the Borrower.
6.02 (Payments on Banking Days) All payments due shall be made on a day on which banks and financial markets are opened for business of the nature contemplated by this Agreement in New York and at the place of payment specified by the parties (“Banking Day”). If the due date for payment falls on a day which is not a Banking Day, the payment or payments which is due shall be made on the first Banking Day thereafter, provided that this falls in the same calendar month. If it does not, payments shall fall due and be made on the last Banking Day before the said due date.
6.03 (No withholdings - Gross up) All payments to be made by the Borrower shall be made in full, without set-off or counterclaim whatsoever, and free and clear of, and without withholding or deduction for, or on account of taxes or withholdings and any restrictions or conditions resulting in any charge whatsoever imposed, either now or hereafter, by any legal or regulatory provisions at the place of payment or receipt of any amount payable under this Agreement; and the Borrower shall pay to the Lender such additional amounts as may be necessary to ensure that the Lender will receive a net amount equal to the full amount which would have been received had payment not been made, subject to such deductions, charges or withholdings.
| 7. | CONVERSION |
7.01 (Ability to Convert) Subject to the terms hereof and restrictions and limitations contained herein, at any time during the term of this Agreement, the Borrower (but not the Lender) shall have the right, in its sole option, to convert in whole or in part the outstanding unpaid principal amount and accrued but unpaid interest under this Agreement into Common Stock (based on the formula set forth in Clause 7.02) by delivering to the Lender, a fully executed notice of conversion in the form of conversion notice attached hereto as Exhibit A (the “Conversion Notice”), which may be transmitted by email or facsimile. The Conversion Notice may be sent regardless of whether the Borrower is in default hereunder or an Event of Default has occurred and remains uncured. For the avoidance of doubt, any prepayment of principal and any payment of accrued interest shall reduce the amount that can be converted into Common Stock.
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7.02 (Common Stock Issuance upon Conversion)
| (a) | Conversion Procedures. Upon conversion of the unpaid principal and accrued but unpaid interest pursuant to Clause 7.01 above, the outstanding principal amount and accrued but unpaid interest being converted hereunder shall be converted into such number of fully paid, validly issued and non-assessable shares of Common Stock, free of any liens, claims and encumbrances, as is determined by dividing the outstanding principal amount and accrued but unpaid interest being converted by the then applicable Conversion Price. The Lender and the Borrower shall maintain records showing the outstanding principal amount and accrued but unpaid interest so converted and repaid and the dates of such conversions or repayments or shall use such other method, reasonably satisfactory to the Lender and the Borrower, so as not to require amendment of this Agreement or other similar action upon each such conversion or repayment. |
| (b) | Stock Certificates or Statements. The Borrower will deliver to the Lender (or its designee) not later than five (5) Trading Days after receipt of the Conversion Notice, a certificate or certificates, representing the number of shares of Common Stock being acquired upon the conversion described herein or the Borrower may cause its transfer agent to electronically transmit such shares issuable upon conversion to the Lender (or its designee), by crediting the account of the Lender’s (or such designee’s) prime broker with the Depository Trust Company through its Deposit Withdrawal Agent Commission system or the Borrower may issue the shares of Common Stock in uncertificated form. |
| (c) | Notwithstanding anything herein to the contrary, no shares of Common Stock may be issued at a conversion price per share less than the par value of one share of Common Stock. |
7.03 (Conversion Price Adjustments)
| (a) | Stock Dividends, Splits and Combinations. If the Borrower determines a record date for any stock dividend, stock split, stock combination or other similar transaction after the Conversion Notice is sent but prior to the issuance of the relevant shares pursuant to the conversion described in such Conversion Notice, then the Borrower will make an appropriate adjustment to the Conversion Price to protect the rights of the Lender and the Borrower, and not to be overly benefitted (or be overly burdened) by such event, as if the stock dividend, stock split, stock combination or other similar transaction concluded immediately prior to the date the Conversion Notice was sent. |
| (b) | Rounding of Adjustments. All calculations under this Clause 7.03 shall be made to the nearest 4 decimal places or the nearest 1/100th of a share, as the case may be. |
7.04 (Fractions) Upon a conversion hereunder the Borrower shall not be required to issue stock certificates representing fractions of shares of Common Stock, but may if otherwise permitted, make a cash payment in respect of any final fraction of a share based on the closing price of a share of Common Stock at such time. If the Borrower elects not, or is unable, to make such a cash payment, the Lender shall be entitled to receive, in lieu of the final fraction of a share, one whole share of Common Stock.
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| 8. | REPRESENTATIONS AND WARRANTIES |
8.01 The Borrower makes the representations and warranties set out in this Clause to the Lender on the date of this Agreement and covenants that the said representations and warranties shall remain true and correct during the term of this Agreement:
| (a) | The Borrower is a duly domesticated corporation validly existing under the laws of its jurisdiction of domestication; |
| (b) | The Borrower is listed on the Nasdaq Stock Market as a foreign private issuer; |
| (c) | The Borrower has the power and authority to execute, deliver and perform its obligations under this Agreement and the transactions contemplated hereunder. No limit on its powers will be exceeded as a result of the borrowing contemplated by this Agreement; and |
| (d) | The Borrower's obligations under this Agreement are legal, valid, binding and enforceable in accordance with its terms and do not contravene any other obligations of the Borrower. |
| 9. | CONDITIONS PRECEDENT |
9.01 The obligation of the Lender to allow any use of the Facility or part thereof shall be subject to the conditions that prior to and/or simultaneously with the delivery of the relevant Utilisation Request:
| (i) | the representations and warranties set out in Clause 8 are true and correct on and as of each such time as if each was made with respect to the facts and circumstances existing at such time; |
| (ii) | any consent or permit as may be required has been obtained and remains valid; and |
| (iii) | no Event of Default shall have occurred and be continuing or would result from the drawdown of an Advance. |
| 10. | COVENANTS |
The Borrower covenants with the Lender that, as of the date of this Agreement until all its liabilities under this Agreement have been discharged:
| (a) | The Borrower, upon written request by the Lender, shall deliver to the Lender certified copies of all audited annual statements and all quarterly reports as soon as they are available, together with all other information that the Lender may reasonably require concerning the Borrower or its business, unless such information is available on the Borrower’s website or the U.S. Securities and Exchange Commission’s website within the deadlines established by the U.S. Securities and Exchange Commission. |
| (b) | The Borrower shall promptly, after becoming aware of them, notify the Lender of any litigation, arbitration or administrative proceedings or claim. |
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| (c) | The Borrower shall promptly obtain all consents or authorisations necessary (and do all that is needed to maintain them in full force and effect) under any law or regulation to enable it to perform its obligations under this Agreement. |
| (d) | The Borrower shall notify the Lender of any Event of Default (and the steps, if any, being taken to remedy it) promptly on becoming aware of its occurrence. |
| (e) | The Borrower shall carry on and conduct its business in a proper and efficient manner and will not make any substantial change to the general nature or scope of its business as carried on at the date of this Agreement. |
| (f) | The Borrower shall continue to comply with all listing requirements with the Nasdaq Stock Market and applicable securities laws and regulations and make all required filings (including but not limited to filings pertaining to the consummation of this Agreement). |
| (g) | The Borrower shall ensure that its obligations under this Agreement shall at all times rank at least pari passu with all its other present and future unsecured and unsubordinated indebtedness with the exception of any obligations which are mandatorily preferred by law and not by contract. |
| 11. | EVENTS OF DEFAULT |
11.01 (Events of Default) There shall be an Event of Default whenever any of the following events occurs:
| (a) | Failure by the Borrower to pay any sum due from the Borrower under this Agreement when due, or, in the case of any sum payable on demand, within five (5) Banking Days of such demand; or |
| (b) | The Borrower fails (other than by failing to pay) to comply with any provision of this Agreement and (if in the Lender’s reasonable opinion that the default is capable of remedy) such default is not remedied within fourteen (14) Business Days of the Borrower’s Chief Executive Officer having actual knowledge of the default; or |
| (c) | Unless otherwise approved by the Lender, the ownership, beneficial ownership, control or management of the Borrower or any share therein is substantially changed and the equity interest held directly or indirectly by the current major shareholder of the Borrower and its affiliates in the share capital of the Borrower falls at any time and for any reason whatsoever below forty percent (40%) of the voting securities or economic interest in the Borrower, other than due to actions taken by the current major shareholder of the Borrower and its affiliates (such as sale of shares by such major shareholder or approval of any particular transaction by an affiliate in his capacity as a director of the Borrower, if applicable); or |
| (d) | Mr. Athanasios (“Thanos”) Feidakis is no longer the Chief Executive Officer of the Borrower; or |
| (e) | The Borrower is adjudicated or found bankrupt or insolvent by any court of competent jurisdiction or any order is made by any competent court or resolution passed by the Borrower or petition presented for the winding-up or dissolution of the Borrower or for the appointment of a liquidator, trustee, administrator or conservator of the whole or any part of the undertakings, assets, rights or revenues of the Borrower or the Borrower suspends or ceases or threatens to suspend or cease to carry on its business; or |
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| (f) | Any provision of this Agreement is or becomes, for any reason, invalid, unlawful, unenforceable, terminated or ceases to be effective or to have full force and effect. |
The Lender acknowledges and agrees that all previous stock issuances of the Borrower are approved, and the Borrower is, as of the date of this Agreement, not in breach of Clause 11.01(c).
11.02 (Consequences of Default) Without limitation to any other rights of the Lender under the applicable laws and regulations and/or this Agreement, the Lender may at any time after the occurrence of an Event of Default by written notice to the Borrower, for so long as the Event of Default is continuing (i) revoke the Facility in whole (whereupon the Facility shall be reduced to zero), (ii) declare that all the Loans and all interest accrued thereon and all other sums payable under this Agreement be due and payable on demand, whereupon the same shall, immediately or in accordance with the terms of such notice, become due and payable without any further diligence, presentment, demand of payment, protest or notice which are expressly waived by the Borrower, but which Loans and all interest accrued thereon and all other sums payable under this Agreement may be satisfied pursuant to the issuance of Common Stock in accordance with Section 7, and (iii) take any other action which as a result of the Event of Default or any notice served hereunder the Lender is entitled to take under this Agreement or any applicable laws and regulations.
11.03 (Proof of Default) It is agreed that (i) the non-payment of any sum of money in time will be proven conclusively by mere passage of time and (ii) the occurrence of this (non-payment) and any other Event of Default shall be proven conclusively by a mere written statement of the Lender (save for manifest error).
| 12. | INDEMNITIES – EXPENSES |
12.01 The Borrower shall on demand indemnify the Lender, without prejudice to any of the other rights of the Lender against any loss or expense which the Lender shall certify as sustained or incurred as a consequence of: (i) any default in payment of any sum under this Agreement when due, (ii) the occurrence of any Event of Default including, in any such case, but not limited to, any loss or expense sustained or incurred in maintaining or funding the Facility or a Loan or Loans in liquidating or re-employing deposits from third parties acquired to effect or maintain the Facility or a Loan or Loans or any part thereof.
12.02 The Borrower shall pay to the Lender on demand all expenses (including legal expenses and any expenses for filings required under the Nasdaq Stock Market listing rules and/or applicable securities laws and regulations) incurred by the Lender in connection with the negotiation, preparation and execution of this Agreement and of any amendment or extension of or the granting of any waiver or consent under this Agreement. The Borrower shall also pay any and all stamp duties, registration and similar taxes or charges (including those payable by the Lender) imposed by governmental authorities in relation to this Agreement, and shall indemnify the Lender against any and all liabilities with respect to, or resulting from delay or omission on the part of the Borrower to pay such stamp duties, taxes or charges; provided that if Common Stock is to be issued in the name of a person other than the Lender as part of a Conversion Notice, the Lender will pay all transfer taxes payable with respect thereto.
| 13. | MISCELLANEOUS |
13.01 (Assignment by the Borrower) The Borrower may not assign any rights and/or obligations under this Agreement without the prior written consent of the Lender.
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13.02 (Assignment by the Lender) The Lender may at any time assign, transfer, or offer participations to any other person in whole or in part, or in any manner dispose of all or any of its rights and/or obligations arising or accruing under this Agreement. The Lender may disclose to a potential assignee, transferee or participant or to any other person who may propose entering into contractual relations with the Lender in relation to this Agreement such information about the Borrower as the Lender shall consider appropriate.
13.03 (Set-off) The Lender may at any time set off any liability of the Lender to the Borrower against any liability of the Borrower to the Lender, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under this Agreement and in the capacity of the Lender as shareholder of the Borrower or otherwise. If the liabilities to be set off are expressed in different currencies, the Lender may convert either liability at a market rate of exchange reasonably determined by the Lender for the purpose of set-off. Any exercise by the Lender of its rights under this Clause shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.
13.04 (Cumulative Remedies) The rights and remedies of the Lender contained in this Agreement are cumulative and not exclusive of each other nor of any other rights or remedies conferred by law.
13.05 (Waivers) No delay or failure to exercise any right under this Agreement shall operate as a waiver of that right and no single or partial exercise of any right under this Agreement shall prevent any further exercise of that right (or any other right under this Agreement).
13.06 (Severance) If any provision (or part of a provision) of this Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision (or part of a provision) shall be deemed deleted. Any modification to or deletion of a provision (or part of a provision) under this Clause shall not affect the legality, validity and enforceability of the rest of this Agreement.
13.07 (Amendments) This Agreement shall not be amended or varied in its respective terms by any oral agreement or representation or in any other manner other than by an instrument in writing of even date herewith or subsequent hereto executed by or on behalf of the parties hereto.
13.08 (Notices) Each notice or other communication required to be given under, or in connection with, this Agreement shall be:
| (a) | in writing, delivered personally or sent by courier or fax or shall be served through process server or via e-mail; and |
| (b) | sent: |
| (i) | to the Borrower at: |
GLOBUS MARITIME LIMITED
c/o Globus Shipmanagement Corp.
128 Vouliagmenis Avenue, 3rd Floor
166 74 Glyfada
Athens, Greece
Fax: +30 210 9608359
Email: corporatesecretary@globusmaritime.gr
Attention: Corporate Secretary
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| (ii) | to the Lender at: |
FIRMENT SHIPPING INC.
17 Ifigenias street, 2007 Strovolos
P.O. Box 28541
2080 Nicosia, Cyprus
Fax: +357 22271111
Email: corporate@papaphilippou.eu
Attention: Marios Lazarou
or to any other addresses, fax numbers, or email addresses that are notified in writing by one party to the other from time to time.
Any notice or other communication given under this Agreement shall be deemed to have been received: if sent by fax, upon receipt of a successful transmission report (or –if sent after business hours– the following business day), if sent via email, upon acknowledgment of receipt thereof and in all other cases when actually delivered or served.
13.09 (Process Agent in Greece) Ms Olga Lambrianidou (128 Vouliagmenis Avenue, 3rd Floor, 166 74 Glyfada, Greece) is hereby appointed by the Borrower as agent in Greece to accept service (hereinafter: the “Greek Process Agent”) upon whom any judicial process may be served and any notice, request, demand or other communication under this Agreement. In the event that the Greek Process Agent (or any substitute process agent notified to the Lender in accordance with the foregoing) cannot be found at the address specified above (or, as the case may be, notified to the Lender), which will be conclusively proved by the affidavit of a process server to that effect, the authority of the Greek Process Agent as agent to accept service shall be deemed to have ceased and service of documents may be effected in accordance with the procedure provided by the relevant law. In case, however, that such Greek Process Agent is found at any other address, the Lender shall have the right to serve the documents either on the Greek Process Agent at such address or in accordance with the procedure provided by the relevant law.
13.10 (Third Party Rights) A person who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term of this Agreement.
13.11 (Counterparts) This Agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute one agreement.
13.12 (Governing Law and Jurisdiction)
| (a) | This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law. |
| (b) | The parties hereto irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). Each of the parties hereto irrevocably and unconditionally submits to the jurisdiction of such courts and irrevocably designates, appoints and empowers Mr. Emmanuel K. Stavrianakis (103, Totterbridge Lane, London N20 8DX, England) to receive for it and on its behalf, service of process issued out of the English courts in any such legal action or proceedings. |
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13.13 (Merger) This Agreement, including the Exhibit attached hereto, constitutes the entire agreement among the parties with respect to the matters covered hereby and supersedes all previous written, oral or implied understandings among them with respect to such matters, including but not limited to the Original Facility Agreement.
[Signature Page Follows]
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IN WITNESS whereof, the parties hereto have caused this Agreement to be duly executed the day and year first above written.
| SIGNED by | ) | |
| Olga Lambrianidou | ) | |
| for and on behalf of | ) | |
| GLOBUS MARITIME LIMITED | ) | |
| the Borrower | ) | /s/ Olga Lambrianidou |
| Name: Olga Lambrianidou | ||
| Title: Secretary | ||
| SIGNED by | ) | |
| Marios Lazarou | ) | |
| for and on behalf of | ) | |
| FIRMENT SHIPPING INC. | ) | |
| the Lender | ) | /s/ Marios Lazarou |
| Name: Marios Lazarou | ||
| Title: President/Secretary/Treasurer |
EXHIBIT A
FORM OF CONVERSION NOTICE
[Date of Conversion Notice]
(To be executed by the Borrower
in order to convert unpaid principal and accrued but unpaid interest)
Re: [Credit Facility Agreement]
Pursuant to that certain [Credit Facility Agreement] (the “Agreement”) dated [●], between Globus Maritime Limited (the “Borrower”) and Firment Shipping Inc. (the “Lender”), an aggregate principal amount of US$15,000,000 has been made available by the Lender to the Borrower.
The undersigned Borrower hereby elects to convert the aggregate outstanding principal amount [and accrued interest] indicated below, loaned pursuant to the Agreement, into shares of common stock, US$0.004 par value per share (the “Common Stock”), of the Borrower according to the conditions hereof, as of the date written below. If Common Stock is to be issued in the name of a person other than the Lender, the Lender will pay all transfer taxes payable with respect thereto.
| Conversion information: | ||
| Date to Effect Conversion | ||
| Aggregate Principal Amount [and accrued interest] being Converted | ||
| Number of Shares of Common Stock to be Issued | ||
| Applicable Conversion Price | ||
| GLOBUS MARITIME LIMITED | ||
| By: | ||
| Name: | ||
| Title: | ||
Exhibit 99.2
SUPPLEMENTAL LETTER
DEVOCEAN MARITIME LTD.
DOMINA MARITIME LTD.
DULAC MARITIME S.A.
ARTFUL SHIPHOLDING S.A.
LONGEVITY MARITIME LIMITED
c/o Globus Shipmanagement Corp.
128 Vouliagmenis Avenue
166 74 Glyfada
Greece
GLOBUS MARITIME LIMITED
c/o Globus Shipmanagement Corp.
128 Vouliagmenis Avenue
166 74 Glyfada
Greece
21 April 2020
Dear Sirs,
Facility agreement dated 24 June 2019 (as amended and/or supplemented from time to time, the “Facility Agreement”) made between (i) Devocean Maritime Ltd., Domina Maritime Ltd. Dulac maritime S.A., Artful Shipholding S.A. and Longevity Maritime limited as joint and several borrowers (together, the “Borrowers”), (ii) Globus Maritime Limited (the “Guarantor”), (iii) the financial institutions listed in part B of schedule 1 as lenders (iv) Lucid Agency Services limited as facility agent and (v) Lucid Trustee Services Limited as security agent.
Words and expressions defined in the Facility Agreement shall have the same meaning when used in this letter unless the context requires or unless otherwise defined in this letter.
We refer to:
| (a) | the Facility Agreement; and |
| (b) | your request to the Finance Parties (the “Request”) to grant the Borrowers the option to defer the payment of 50% of the interest which has accrued and was originally payable on 31 March 2020 (the “Deferred Interest”) for a period of up to 6 months. |
| 1 | Agreement. The Finance Parties hereby agree to the Request subject to: |
| (a) | the Deferred Interest continuing to accrue interest at a rate equal to the Interest Rate; |
| (b) | the increase of the deferred fee set out in Clause 11.4 (Deferred Fee) by 0.10 per cent; and |
| (c) | the Borrowers and the other Transaction Obligors executing the acknowledgement to this letter confirming their agreement to the terms and conditions of the same. |
| 2 | Amendment to the Facility Agreement. In consideration of the agreement of the Finance Parties referred to in paragraph 1 of this letter and upon and with effect on and from 31 March 2020 (the “Effective Date”), the Facility Agreement shall be amended as follows: |
| (a) | by deleting in clause 11.4 (Deferred Fee) of the Facility Agreement the words and numbers ‘1.50 per cent.’ and replacing them with ‘1.60 per cent.’; and |
| (b) | by inserting in clause 7.4 the words ‘(for the avoidance of doubt such prepayment to be applied in accordance with the provisions of Clause 7.3(b))’ after the words ‘following the payment referred to in paragraph (a); |
| (c) | by inserting in clause 8 (interest) of the Facility Agreement a new clause 8.5 as follows: |
| “8.5 | Deferred Interest |
| (a) | The Borrowers shall have the option to defer the payment of 50% of the interest which accrued during the Interest Period ending on 31 March 2020 (the “Deferred Interest”) for six months. |
| (b) | For as long as the Deferred Interest (or any part thereof) remains outstanding it shall accrue interest, on a quarterly basis, at a rate equal to the Interest Rate and such accrued interest shall be payable on the last day of that quarter. |
| (c) | The Deferred Interest (or any part thereof) shall be payable on 30 September 2020 provided that the Borrowers shall have the option to pay the Deferred Interest on 30 June 2020.” |
| (d) | by construing all references in the Facility Agreement to “this Agreement”, ”hereunder” and the like and in the Finance Documents to the “Facility Agreement” as references to the Facility Agreement as amended and/or supplemented by this letter. |
| 3 | Amendments to Finance Documents. In consideration of the agreement of the Finance Parties referred to in paragraph 1 of this letter and upon and with effect from the Effective Date, each of the Finance Documents (other than the Facility Agreement) shall be, and shall be deemed by this letter to have been, 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 shall be construed as if the same referred to the Facility Agreement and those Finance Documents as amended and supplemented by this letter; and |
| (b) | by construing references throughout each of the Finance Documents to “this Agreement”, “this Deed”, ”hereunder” and other like expressions as if the same referred to such Finance Documents as amended and supplemented by this letter. |
| 4 | Facility Agreement and Finance Documents. The Borrowers and each other Transaction Obligor agree with the Finance Parties that all other provisions of the Facility Agreement and the Finance Documents to which the Borrowers and each other Transaction Obligor is a party shall be and are hereby re-affirmed and remain in full force and effect. |
| 5 | Expenses. The provisions of clause 16 (fees and expenses) of the Facility Agreement shall extend and apply to this letter as if the same were (mutatis mutandis) herein expressly set forth. |
| 6 | Notices. Clause 37 (Notices) of the Facility Agreement shall extend and apply to this letter as if the same were (mutatis mutandis) herein expressly set forth. |
| 7 | Counterparts. This letter may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this letter. |
| 8 | Governing law. This letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with English law and clauses 44 (Governing Law) and 45 (Enforcement) of the Facility Agreement shall extend and apply to this letter as if the same were (mutatis mutandis) herein expressly set forth. |
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| 9 | Designation of Finance Document. This letter is a Finance Document. |
Please confirm your acceptance to the foregoing terms and conditions by signing the acceptance at the foot of this letter.
| Yours faithfully | |
| /s/Paul Barton | |
| Paul Barton | |
| Director | |
| SIGNED by | |
| for and on behalf of | |
| LUCID AGENCY SERVICES LIMITED | |
| as Facility Agent (for and on behalf of the other Finance Parties) | |
Acknowledgment
| 1 | We hereby acknowledge receipt of the above letter and confirm our agreement to the terms hereof. |
| 2 | We hereby represent and warrant to the Finance Parties that: |
| (a) | the representations and warranties contained in clause 19 (Representations ) of the Facility Agreement are true and correct on the date of this letter as if all references therein to “this Agreement” were references to the Facility Agreement as supplemented by this letter; and |
| (b) | this letter comprises our legal, valid and binding obligations and is enforceable in accordance with its terms. |
| /s/ Athanasios Feidakis | |
| By: Athanasios Feidakis | |
| for and on behalf of | |
| DEVOCEAN MARITIME LTD. | |
| Date: 21 April 2020 |
| /s/ Athanasios Feidakis | |
| By: Athanasios Feidakis | |
| for and on behalf of | |
| DOMINA MARITIME LTD. | |
| Date: 21 April 2020 |
3
| /s/ Athanasios Feidakis | |
| By: Athanasios Feidakis | |
| for and on behalf of | |
| DULAC MARITIME S.A. | |
| Date: 21 April 2020 |
| /s/ Athanasios Feidakis | |
| By: Athanasios Feidakis | |
| for and on behalf of | |
| ARTFUL SHIPHOLDING S.A. | |
| Date: 21 April 2020 |
| /s/ Athanasios Feidakis | |
| By: Athanasios Feidakis | |
| for and on behalf of | |
| LONGEVITY MARITIME LIMITED | |
| Date: 21 April 2020 |
| /s/ Athanasios Feidakis | |
| By: Athanasios Feidakis | |
| for and on behalf of | |
| GLOBUS MARITIME LIMITED | |
| Date: 21 April 2020 |
4
We hereby confirm and acknowledge that we have read and understood the terms and conditions of the above letter and agree in all respects to the same and confirm that the Finance Documents to which we are a party shall remain in full force and effect and shall continue to stand as security for the obligations of the Borrowers under the Facility Agreement and the other Finance Documents.
| /s/ Athanasios Feidakis | |
| By: Athanasios Feidakis | |
| for and on behalf of | |
| GLOBUS SHIPMANAGEMENT CORP. | |
| Date: 21 April 2020 |
5
Exhibit 99.3
CONSENT AND WAIVER LETTER
Globus Maritime Limited
c/o Globus Shipmanagement Corp.
128 Vouliagmenis Avenue, 3rd Floor
166 74 Glyfada
Greece
8/5, 2020
Ladies and Gentlemen,
We refer to (1) the Securities Purchase Agreement (the “SPA”) dated as of March 13, 2019, among Globus Maritime Limited (the “Company”) and Arnaki Ltd. (the “Buyer”), (2) the registration rights agreement (the “RRA”) dated as of March 13, 2019 between the Company and the Buyer, and (3) the Senior Convertible Note (the “Note”) dated March 13, 2019 issued by the Company to the Buyer ((1)-(3), collectively, the “Agreements”). Capitalized terms not defined herein have the meanings assigned to them in the Note.
We understand that you may wish to conduct certain transactions, but you have not yet made such determination. In order to facilitate such transactions, and so that all parties to the Agreements are in accord, you have asked that we provide you with this consent and waiver letter.
Waiver
Effective as of the date hereof:
| 1. | The Buyer hereby waives the potential violations and/or breaches of the Agreements, as applicable, as specified on Schedule I attached hereto (the “Disclosed Defaults”), it being understood that the Company does not admit that any of such are in fact breaches or violations of the Agreements. |
| 2. | The Buyer hereby waives solely with respect to the Proposed Transactions (as defined below) and Affiliate Transaction (as defined below), and not with respect to any other Subsequent Placement, the right to participate in such Proposed Transactions (including notices with respect thereto) in accordance with Section 4(n) of the Securities Purchase Agreement. |
| 3. | The Buyer hereby waives any of its rights to require the redemption of the Notes in a Change of Control resulting from the consummation of the Proposed Transactions and Affiliate Transaction (but not with respect to any other transaction). |
| 4. | From the date hereof until August 31, 2020 (which date shall be extended by three weeks if the Proposed Transaction closes on or after August 15, 2020), the Buyer waives, in part, the Holder’s right to receive any Company Optional Redemption Price pursuant to Section 8(a) of the Note, such that during such period each Company Redemption Price, if any, shall equal the greater of (i) 100% of the Conversion Amount being redeemed as of the Company Optional Redemption Date and (ii) the product of (1) the Conversion Rate with respect to the Conversion Amount being redeemed as of the Company Optional Redemption Date multiplied by (2) the greatest Closing Sale Price of the Common Shares on any Trading Day during the period commencing on the date immediately preceding such Company Optional Redemption Notice Date and ending on the Trading Day immediately prior to the date the Company makes the entire payment required to be made under Section 8 of the Note. |
| 5. | The Buyer hereby waives any prohibition of the extension and/or amendment, as applicable, of the provisions of the $15,000,000 Revolving Credit Facility dated November 21, 2018 and made between the Company and Firment Shipping Inc., so long as no more than $15,000,000 in principal is outstanding thereunder at any time (the “New Permitted Indebtedness”) and, the Holder acknowledges that the effect of this waiver shall be to include New Permitted Indebtedness as Permitted Indebtedness under the Note and any liens with respect thereto, Permitted Liens thereunder. |
This waiver letter is given on the condition that the Company redeems, or sends to the Buyer a Company Optional Redemption Notice, by no later than the fifth (5th) Business Day after the applicable closing of any public offering of securities of the Company that closes before August 31, 2020 (each, a “Proposed Transaction”) (and, in the case of sending a Company Optional Redemption Notice, the Company so redeems in accordance with such notice), such portion of the Note in cash with an amount equal to the lesser of (x) the aggregate amounts then outstanding under the Note and (y) 25% of the net proceeds of the Proposed Transaction. If and only if the Company does not so redeem after such a closing, then this waiver letter shall be deemed to be null and void, and of no further force and effect.
“Affiliate Transaction” means the Company issuing shares or other securities to one or more of its directors (and/or affiliates), officers (and/or affiliates), or affiliates, which securities may include common shares, Class B common shares, or preferred shares (of any series, whether or not currently existing) of the Company, and may contain any provisions consistent with the Company’s Articles of Incorporation, as amended.
This waiver letter shall be construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this consent and waiver letter shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.
[Signature Page Follows]
| 2 |
The grant of these consents and waivers is without prejudice to any other rights the undersigned may have under the Agreements.
ARNAKI LTD.
By: /s/ Ariel S. Belilo
Name: Ariel S. Belilo
Title: Director
ACCEPTED AND AGREED:
GLOBUS MARITIME LIMITED
By: /s/ Athanasios Feidakis
Name: A. Feidakis
Title: CEO
Schedule I
Disclosed Defaults
1. The Company named the Buyer in certain of its filings with the U.S. Securities and Exchange Commission, potentially in violation of Section 4(i) of the SPA,
2. The Company agreed with Firment Shipping Inc. to extend the term of the $15,000,000 Revolving Credit Facility dated November 21, 2018 and made between the Company and Firment Shipping Inc., without obtaining the consent of the Buyer, potentially in violation of Section 4(m) of the SPA,
3. The Company’s potential failure to register a sufficient number of shares for resale in accordance with Section 2(d) of the RRA,
4. The Company filed its annual report on Form 20-F on April 1, 2020, potentially in violation of Section 2(e) of the RRA, and
5. Any notice requirements pursuant to Section 4(b) of Note in respect of the above.