With a copy (for informational purposes only) to: If to a Buyer, to its address, e-mail address and facsimile number set forth on the Schedule of Buyers, with copies to such Buyer's representatives as set forth on the Schedule of Buyers. Upon each exercise of the Series E-1 Preferred Warrant, the related Additional F-1 Convertible Common Shares shall become exercisable thereunder. The gross proceeds from the sale of the securities will be approximately $20 million. other amounts designated in such initial Redemption Notice and such other Redemption Notices received during such seven (7) Business Day period, then the Company shall redeem a pro rata amount from each Holder based on the Stated Value of the Series E-2 Preferred Shares submitted for redemption pursuant to such Redemption Notices received by the Company during such seven (7) Business Day period.

Section 4(d), to exceed the Maximum Percentage, such Holder must notify the Company of a reduced number of shares of Common Stock to be purchased pursuant to such Conversion Notice. We have further assumed for the purposes of this opinion, without investigation, that (i) all documents contemplated by the Prospectus to be executed in connection with the Offering have been duly authorized, executed and delivered by each of the parties thereto other than the Company, and (ii) the terms of the Offering comply in all respects with the terms, conditions and restrictions set forth in the Prospectus and all of the instruments, agreements and other documents relating thereto or executed in connection therewith.

At any time, the Company may redeem all, but not less than all, of the Series E-1 Convertible Preferred Shares on the terms described in the documents governing the governing documents. Upon each exercise of the Series E-2 Preferred Warrant, the related Additional F-2 Convertible Common Shares shall become exercisable thereunder. The Holder shall not be entitled to the return or refund of all, or any portion, of such prepaid aggregate Exercise Price under any circumstance or for any reason whatsoever, including in the event this Warrant shall not have been exercised prior to the Expiration Date. For any reason at any time, upon the written or oral request of any Holder, the Company shall within one (1) Business Day confirm orally and in writing or by electronic mail to such Holder the number of shares of Common Stock then outstanding. bank's resolution of such dispute shall be final and binding upon all parties absent manifest error. The Company regained compliance with Listing Rule 5550(a)(2) and this matter is closed as of March 24, 2016. The Company currently does not meet the Nasdaq requirement of having its listed securities maintaining a minimum $1 bid price. faith determined that the matters relating to such notice do not constitute material, non-public information relating to the Company or any of its Subsidiaries, the Company shall within one (1) Business Day after any such receipt or delivery publicly disclose such material, non-public information on a Report of Foreign Issuer on Form 6-K or otherwise. ☐Check here if requesting delivery as a certificate to the following name and to the following address: ☐Check here if requesting delivery by Deposit/Withdrawal at Custodian as follows: The Company hereby acknowledges this Conversion Notice and hereby directs _________________ to issue the above indicated number of shares of Common Stock in accordance with the Transfer Agent Instructions dated _____________, 2016 from the Company and acknowledged and agreed to by ________________________. This opinion is limited to the laws of the State of New York, the federal laws of the United States of America, and the laws of the Republic of the Marshall Islands as in effect on the date hereof. No consideration is required to be paid upon any exercise of the Series F-1 Common Warrants. The aggregate Exercise Price (as defined below) of this Warrant was prepaid to the Company on or prior to the initial Issuance Date and, consequently, no additional consideration shall be required to be paid by the Holder to any Person to effect any exercise of this Warrant. Each Holder and the Company shall maintain records showing the Stated Value, Dividends and Late Charges converted and/or paid (as the case may be) and the dates of such conversions and/or payments (as the case may be) or shall use such other method, reasonably satisfactory to such Holder and the Company, so as not to require physical surrender of a Series E-2 Preferred Share Certificate upon conversion. The Company owns a fleet of 14 Panamax drybulk carriers with a combined deadweight tonnage of approximately 1.0 million tons, and 6 offshore supply vessels, comprising 2 platform supply and 4 oil spill recovery vessels. Aggregate Stated Value of such Series E-2 Preferred Shares to be converted: ☐Check here if electing to convert the Series E-2 Preferred Shares at the Alternate Conversion Price in effect as of the date of this exercise notice.

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