TOP SHIPS INC.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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Y8897Y156
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(CUSIP Number)
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George Economou
G.C. Economou & Associates
11 Kanari Street
106 71 Athens, Greece
011 (30) 210 364 0030
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
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February 21, 2017
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(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d‑1(f) or 240.13d-1(g), check the following box ☐.
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Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
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* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No.
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Y8897Y156
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1.
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NAME OF REPORTING PERSONS
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Family Trading Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
Republic of the Marshall Islands
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7.
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SOLE VOTING POWER
0
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8.
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SHARED VOTING POWER
2,167,881 (1)
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9.
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SOLE DISPOSITIVE POWER
0
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10.
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SHARED DISPOSITIVE POWER
2,167,881 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,167,881
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.7% (2)
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14.
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TYPE OF REPORTING PERSON
CO
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CUSIP No.
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Y8897Y156
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1.
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NAME OF REPORTING PERSONS
Sovereign Holdings Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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492,048 (1)
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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492,048 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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492,048
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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6.3% (2)
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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Y8897Y156
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1.
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NAME OF REPORTING PERSONS
Epsilon Holdings Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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221,687 (1)
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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221,687 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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221,687
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.8% (2)
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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Y8897Y156
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1.
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NAME OF REPORTING PERSONS
Oscar Shipholding Ltd
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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157,000 (1)
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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157,000 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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157,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.0% (2)
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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Y8897Y156
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1.
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NAME OF REPORTING PERSONS
Race Navigation Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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2,275,000 (1)
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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2,275,000 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,275,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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23.2% (2)
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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Y8897Y156
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1.
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NAME OF REPORTING PERSONS
Tankers Family Inc.
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Republic of the Marshall Islands
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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183,000 (1)
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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183,000 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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183,000
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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2.3% (2)
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14.
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TYPE OF REPORTING PERSON
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CO
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CUSIP No.
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Y8897Y156
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1.
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NAME OF REPORTING PERSONS
The Lax Trust
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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[X]
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(b)
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[_]
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3.
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SEC USE ONLY
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4.
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SOURCE OF FUNDS
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OO
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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[_]
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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New Zealand
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
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7.
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SOLE VOTING POWER
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0
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8.
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SHARED VOTING POWER
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5,496,616 (1)
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9.
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SOLE DISPOSITIVE POWER
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0
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10.
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SHARED DISPOSITIVE POWER
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5,496,616 (1)
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,496,616
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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[_]
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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55.7% (2)
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14.
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TYPE OF REPORTING PERSON
OO
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Exhibit A
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Joint Filing Undertaking.
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Exhibit B
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Amended Family Trading Credit Facility.
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Dated: March 1, 2017
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FAMILY TRADING INC.
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By:
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/s/ Dimosthenis Eleftheriadis
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Name:
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Dimosthenis Eleftheriadis
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Title:
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President/Director
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SOVEREIGN HOLDINGS INC.
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By:
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/s/ Annita Hadjipaschali
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Name:
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Annita Hadjipaschali
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Title:
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President / Director
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OSCAR SHIPHOLDING LTD
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By:
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/s/ Pinelopi Platsouka
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Name:
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Pinelopi Platsouka
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Title:
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Vice President / Secretary
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EPSILON HOLDINGS INC.
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By:
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/s/ Dimosthenis Eleftheriadis
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Name:
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Dimosthenis Eleftheriadis
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Title:
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President/Treasurer/Director
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RACE NAVIGATION INC.
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By:
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/s/ Stylianos Giamanis
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Name:
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Stylianos Giamanis
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Title:
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President/Treasurer/Director
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TANKERS FAMILY INC.
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By:
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/s/ Dimosthenis Eleftheriadis
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Name:
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Dimosthenis Eleftheriadis
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Title:
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Vice President / Secretary
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THE LAX TRUST
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NEW ZEALAND TRUST CORPORATION LIMITED, as Trustee
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By:
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/s/ Karen Marshall
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Name:
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Karen Marshall
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Title:
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Director
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Dated: March 1, 2017
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FAMILY TRADING INC.
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By:
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/s/ Dimosthenis Eleftheriadis
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Name:
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Dimosthenis Eleftheriadis
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Title:
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President / Director
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SOVEREIGN HOLDINGS INC.
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By:
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/s/ Annita Hadjipaschali
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Name:
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Annita Hadjipaschali
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Title:
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President / Director
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OSCAR SHIPHOLDING LTD
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By:
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/s/ Pinelopi Platsouka
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Name:
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Pinelopi Platsouka
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Title:
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Vice President / Secretary
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EPSILON HOLDINGS INC.
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By:
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/s/ Dimosthenis Eleftheriadis
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Name:
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Dimosthenis Eleftheriadis
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Title:
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President/Treasurer/Director
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RACE NAVIGATION INC.
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By:
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/s/ Stylianos Giamanis
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Name:
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Stylianos Giamanis
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Title:
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President/Treasurer/Director
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TANKERS FAMILY INC.
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By:
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/s/ Dimosthenis Eleftheriadis
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Name:
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Dimosthenis Eleftheriadis
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Title:
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Vice President / Secretary
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THE LAX TRUST
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NEW ZEALAND TRUST CORPORATION LIMITED, as Trustee
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By:
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/s/ Karen Marshall
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Name:
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Karen Marshall
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Title:
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Director
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I. |
"The Borrower": Top Ships Inc., of the Republic of the Marshall Islands, Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro, Marshall Islands MH96960, duly represented by Mr. Alexandros Tsirikos, Director/ Chief Financial Officer.
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II. |
"The Lender": Family Trading Inc. of the Republic of the Marshall Islands, of Trust Company Complex, Ajeltake Road, Ajeltake Islands, Majuro, Marshall Islands MH96960, duly represented by Dimosthenis Eleftheriadis.
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a. |
The price per share issued upon an equity offering of the Borrower
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b. |
The exercise price of warrants or options for common shares of the Borrower
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c. |
The conversion price of any convertible security into the Borrower's common stock
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d. |
The implied exchange price of the Borrower's common shares pursuant to an asset to equity or liability to equity swap
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SIGNED for and on behalf of
TOP SHIPS INC. /s/ Alexandros Tsirikos
Mr. Alexandros Tsirikos
Director / Chief Financial Officer
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SIGNED for and on behalf of
FAMILY TRADING INC. /s/ Dimosthenis Eleftheriadis
Dimosthenis Eleftheriadis
President/Director
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