UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
|
PETROGRESS, INC. |
|
(Name of Issuer) |
|
Common Stock, par value $0.001 |
|
(Title of Class of Securities) |
|
71650A 101 |
|
(CUSIP Number) |
|
Jeffrey M. McPhaul Winstead PC 2728 N. Harwood Street, Suite 500 Dallas, Texas 75201 |
|
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
|
February 23, 2018 |
|
(Date of Event Which Requires Filing of this Statement) |
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. □
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.
* 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.
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).
|
CUSIP No. 71650A 101 |
|
| 1. |
Names of Reporting Persons. Christos P. Traios
|
| 2. |
Check the appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ |
| 3. |
SEC Use Only.
|
| 4. |
Source of Funds (See Instructions) 00 |
| 5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
| 6. |
Citizenship or Place of Organization Greece |
|
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. |
Sole Voting Power |
281,611,865 | |
| 8. |
Shared Voting Power |
20,000,000 | ||
| 9. |
Sole Dispositive Power |
281,611,865 | ||
| 10. |
Shared Dispositive Power |
0 |
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person 301,611,865 |
| 12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
| 13. |
Percent of Class Represented by Amount in Row (11) 87.52%(1) |
| 14. |
Type of Reporting Person (See Instructions) IN
|
(1) As of February 23, 2018, the Issuer had 344,607,772 shares of Common Stock, par value $0.001 (“Common Stock”) and 100 shares of Series A Preferred Stock, par value $0.001 per share (“Series A Stock”) issued and outstanding. The Reporting Person directly owns 281,611,865 shares of the Issuer’s Common Stock and 100 shares of the Issuer’s Series A Stock. The Reporting Person also holds irrevocable proxies to exercise voting rights with respect to 20,000,000 shares of the Issuer’s Common Stock held by certain third party stockholders. As such the Reporting Person beneficially holds 87.52% of issued and outstanding shares of the Issuer’s Common Stock and 100% of the Issuer’s issued and outstanding shares of Series A Stock.
This Amendment No. 3 to Schedule 13D (this “Schedule 13D Amendment No. 3”) amends the information provided in the Statement on Schedule 13D filed on October 24, 2017, as amended to date (the “Schedule 13D”). Except as otherwise specified in this Schedule 13D Amendment No. 3, all items in Schedule 13D remain unchanged in all material respects. Capitalized terms used herein but not defined herein have the respective meanings ascribed to them in the Schedule 13D.
Responses to each item of this Schedule 13D Amendment No. 3 are incorporated by reference into the response to each other item, as applicable.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The Reporting Person participated in a stock exchange transaction (the “Exchange Transaction”) executed pursuant to the terms of an Agreement Concerning the Exchange of Securities by and Among 800 Commerce, Inc. (the former name of the Issuer) and Petrogres Co. Limited (“Petrogres”), a Marshall Islands corporation, and the Security Holders of Petrogres, dated February 29, 2016 (the “Exchange Agreement”), whereby the Reporting Person exchanged (i) 1,000,000 shares, representing all outstanding shares of the common stock of Petrogres for 136,000,000 shares of the Common Stock of the Issuer.
The Issuer issued 100 shares of its Series A Stock to the Reporting Person on October 11, 2017 in consideration of, and as provided in, the Employment Agreement between the Issuer and the Reporting Person effective as of April 1, 2017.
On May 12, 2017 the Issuer issued an 8% Convertible Promissory Note (the “Convertible Note”) in the original principal amount of $134,600 to the Reporting Person. Under the terms of the Convertible Note, all principal and accrued interest under the Convertible Note were convertible into Shares of Common Stock of the Issuer at a conversion price of $0.001 per share. On December 21, 2017 the Reporting Person exercised his rights to convert the Convertible Note into 139,880,000 shares of the Common Stock of the Issuer.
On January 12, 2018 the Issuer and the Reporting Person entered into an Amendment to Employment Agreement, pursuant to which the Reporting Person’s Employment Agreement dated April 1, 2016 was amended to reflect that (1) the Reporting Person’s Base Salary has been and will continue to be accrued by the Issuer until such time as either (a) the Reporting Person’s is legally entitled to be gainfully employed in the United States and elects to receive payment of such accrued and payable Base Salary, or (b) such accrued and payable Base Salary is converted into Common Stock of the Issuer. The amendment also provides that the Reporting Person’s accrued and payable Base Salary may be converted at the Reporting Person’s election into Common Stock of the Issuer at a conversion price equal to the average closing price quoted on the principal trading market or securities exchange for the Issuer’s Common Stock over the 5 trading days preceding delivery of a conversion notice. On January 12, 2018 the Reporting Person converted $90,000 of accrued and unpaid base salary into 2,903,225 Shares of Common Stock of the Issuer at a conversion price of $0.031 per share.
On February 23, 2018 the Reporting Person converted $120,000 of accrued and unpaid base salary into 4,758,128 shares of Common Stock of the Issuer at a conversion price of $0.02522 per share.
On February 23, 2018 the Reporting Person entered into a Stock Purchase Agreement with the Issuer pursuant to which he converted and forgave debt obligations for cash advances to the Issuer and certain of its wholly owned subsidiaries in the aggregate amount of $297,500 in exchange for 19,070,512 shares of the Common Stock of the Issuer at a purchase price of $0.0156 per share.
Item 4. Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:
On February 29, 2016 (the “Closing Date”), the Issuer, Petrogres and the Reporting Person executed the Exchange Agreement, pursuant to which the Reporting Person exchanged all of his issued and outstanding shares of Petrogres common stock (1,000,000 shares) (the “Petrogres Common Stock”) for an aggregate of 136,000,000 newly issued shares of Issuer Common Stock.
As a result of the Exchange Transaction described above, the Reporting Person acquired, in the aggregate, approximately 85% of the issued and outstanding Issuer Common Stock and Petrogres became a wholly owned subsidiary of the Issuer as of the Closing Date. As part of Exchange Transaction, the Reporting Person who was sole shareholder and chief executive officer of Petrogres was appointed to the Board of Directors of the Issuer and B. Michael Friedman resigned as the Chief Executive Officer and as the sole member of the Board of Directors of the Issuer.
The Issuer issued 100 shares of its Series A Stock to the Reporting Person on October 11, 2017 in consideration of, and as provided in, the Employment Agreement between the Issuer and the Reporting Person effective as of April 1, 2017. The Issuer’s Series A Stock, is a class of preferred stock that provides the holder(s), as a class, with the right to two (2) votes for each share of Common Stock issued and outstanding, and furthermore requires class voting such that the holders of a majority of the shares of Series A Stock must approve, as a class, any matter requiring stockholder approval. The establishment and issuance of the Series A Stock vests the Reporting Person with total authority over any matters requiring stockholder approval.
As a result of the Exchange Transaction, the business of Petrogres is now the principal business of the Issuer. The purpose of the Exchange Transaction was to provide Petrogres, as a wholly owned subsidiary of Issuer, a platform for operating in the public markets. The Reporting Person participated in Exchange Transaction and acquired the shares of Issuer’s Common and Series A Stock (collectively, the “Shares”) for investment purposes. Consistent with such purposes, the Reporting Person has had, and may have in the future, discussions with management and the Board of Directors of the Issuer regarding the Issuer’s operations, prospects, business and financial strategies and other matters as the Reporting Persons deem relevant to his investment in the Shares and any other securities of the Issuer.
On May 12, 2017 the Issuer issued an 8% Convertible Promissory Note (the “Convertible Note”) in the original principal amount of $134,600 to the Reporting Person. Under the terms of the Convertible Note, all principal and accrued interest under the Convertible Note were convertible into Shares of Common Stock of the Issuer at a conversion price of $0.001 per share. On December 21, 2017 the Reporting Person exercised his rights to convert the Convertible Note into 139,880,000 shares of the Common Stock of the Issuer.
On January 12, 2018 the Reporting Person converted $90,000 of accrued and unpaid base salary into 2,903,225 Shares of Common Stock of the Issuer at a conversion price of $0.031 per share.
On February 23, 2018 the Reporting Person converted $120,000 of accrued and unpaid base salary into 4,758,128 shares of Common Stock of the Issuer at a conversion price of $0.02522 per share.
On February 23, 2018 the Reporting Person entered into a Stock Purchase Agreement with the Issuer pursuant to which he converted and forgave debt obligations for cash advances to the Issuer and certain of its wholly owned subsidiaries in the aggregate amount of $297,500 in exchange for 19,070,512 shares of the Common Stock of the Issuer at a purchase price of $0.0156 per share.
As a result of the conversion and stock purchase transactions consummated on February 23, 2018, the Reporting Person’s beneficial ownership of the Issuer’s Common Stock increased to 301,611,865 shares, representing 87.52% of the issued and outstanding shares of the Issuer’s Common Stock.
The Reporting Person will continue to evaluate his investment position in the Issuer and may, depending on the Issuer’s performance and market and other conditions, increase or decrease his investment position in the Shares and other securities of the Issuer. The Reporting Person reserves the right to determine in the future whether to change the purpose or purposes herein described or whether to adopt plans or proposals regarding the Issuer or any of its securities.
Except as otherwise set forth herein, the Reporting Person has no specific plans or proposals that relate to or would result in any of the following:
|
|
(a) |
the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; |
|
|
||
|
|
(b) |
an extraordinary corporate transaction, such as a merger, reorganization, or liquidation, involving the Issuer or any of its subsidiaries; |
|
|
||
|
|
(c) |
a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; |
|
|
||
|
|
(d) |
any change in the present Board of Directors or management of the Issuer, including any plans or proposals to change the number or term of the Issuer’s Board of Directors or to fill any existing vacancies thereon; |
|
|
||
|
|
(e) |
any material change in the present capitalization or dividend policy of the Issuer; |
|
|
||
|
|
(f) |
any other material change in the Issuer’s business or corporate structure; |
|
|
||
|
|
(g) |
changes in the Issuer’s charter, bylaws, or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; |
|
|
||
|
|
(h) |
causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; |
|
|
||
|
|
(i) |
a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended; or |
|
|
||
|
|
(j) |
any action similar to any of those enumerated above. |
Item 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) As of February 23, 2018, the Issuer had 344,607,772 shares of Common Stock issued and outstanding. The Reporting Person beneficially owns a total of 301,611,865 shares of the Issuer’s Common Stock, or 87.52% of issued and outstanding shares. 281,611,865 shares of the Issuer’s Common Stock beneficially owned are held in the Reporting Person’s name and the Reporting Person also holds irrevocable proxies to exercise voting rights with respect to 20,000,000 shares of the Issuer’s Common Stock held by certain third party stockholders. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission (the “SEC”) and generally includes voting of investment power with respect to securities.
(b) The Reporting Person has the sole power to vote and direct the voting of 301,611,865 shares of the Issuer’s Common Stock (281,611,865 held directly by the Reporting Person and 20,000,000 by virtue of irrevocable proxies granted by third party stockholders). The Reporting Person has the sole power to dispose of and direct the disposition of 257,783,225 shares of the Issuer’s Common Stock held directly by the Reporting Person.
(c) The Reporting Person entered into a Share Donation Agreement dated September 29, 2017 effecting the transfer of 10,000,000 shares of the Issuer’s Common Stock from the Reporting Person to Dimitrios Pappas. Mr. Pappas executed an Irrevocable Proxy in favor of the Reporting Person in connection with the transfer vesting the Reporting Person with the right to vote the subject shares until September 29, 2018. The Reporting Person received no consideration for the transfer.
The Reporting Person entered into a Share Donation Agreement dated September 29, 2017 effecting the transfer of 5,000,000 shares of the Issuer’s Common Stock from the Reporting Person to Dimitrios Sorotos. Mr. Sorotos executed an Irrevocable Proxy in favor of the Reporting Person in connection with the transfer vesting the Reporting Person with the right to vote the subject shares until September 29, 2018. The Reporting Person received no consideration for the transfer.
The Reporting Person transferred 5,000,000 shares of the Issuer’s Common Stock from the Reporting Person to Nikolaos Pirounias. Mr. Pirounias executed an Irrevocable Proxy in favor of the Reporting Person in connection with the transfer vesting the Reporting Person with the right to vote the subject shares until September 29, 2018. The Reporting Person received no consideration for the transfer.
The Reporting Person transferred 1,000,000 shares of the Issuer’s Common Stock from the Reporting Person to John Moraites on September 29, 2017. The Reporting Person received no consideration for the transfer.
(d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Schedule 13D.
(e) Not applicable.
Item 7. Material to Be Filed as an Exhibit
Item 7 of the Schedule 13D is hereby amended to add the following disclosure:
|
Exhibit |
|
Description |
|
|
|
|
|
99.1 |
|
Stock Purchase Agreement dated February 23, 2018, by and between Christos Traios and Petrogress, Inc. |
Signature
After reasonable inquiry and to the best knowledge and belief of the undersigned, such person certifies that the information set forth in this statement is true, complete and correct.
| Dated: February 23, 2018 | /s/ Christos P. Traios |
| Christos P. Traios, Individually |
7
Exhibit 99.1
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (this “Agreement”), dated as of February 23, 2018, is entered into by and between Christos P. Traios (“Purchaser”) and Petrogress, Inc., a Delaware corporation (“Company”).
WHEREAS, during the fiscal year 2017, Purchaser made cash advances directly to or on behalf of the Company in the amount of $275,000, cash advances to or on behalf of Petrogress Oil & Gas Energy, Inc., a wholly owned subsidiary of the Company, in the amount of $7,500 and cash advances to or on behalf of Petrogress Int’l LLC, a wholly owned subsidiary of the Company, in the amount of $15,000, representing aggregate loans in the amount of $297,500 (the “Traios Loans”);
WHEREAS, Purchaser desires to purchase from the Company, and the Company desires to issue and sell to Purchaser, 19,070,512 shares (the “Shares”) of the Company’s Common Stock, par value $0.001 per share (the “Common Stock”), in exchange for complete satisfaction, cancellation and forgiveness of the Traios Loans at a price of $0.0156 per share, on the terms and conditions set forth in this Agreement.
NOW THEREFORE, in consideration of the promises and respective mutual agreements herein contained, it is agreed by and between the parties hereto as follows.
1. Sale and Purchase of the Shares.
1.1 Sale of the Shares. Subject to the terms and conditions herein set forth, on the basis of the representations, warranties and agreements herein contained, at the Closing (defined below) on the date hereof, Company hereby issues, sells, assigns, transfers and delivers the Shares to Purchaser, and Purchaser hereby purchases the Shares from the Company.
1.2 The Closing. The purchase of the Shares shall take place at the office of the Company or such other place as Purchaser and Company may mutually agree contemporaneous with the execution hereof “Closing Date”.
1.3 Delivery of Certificates. At the Closing, the Company shall deliver one or more certificates representing the Shares to Purchaser in form and substance satisfactory to Purchaser (“Certificates”), as shall be effective to vest in Purchaser all right, title and interest in and to all of the Shares.
1.4 Consideration and Payment for the Shares. In consideration for the Shares, upon Closing, Purchaser agrees that the Traios Loans shall be deemed repaid in full, cancelled and forgiven, and all obligations with respect to the Traios Loans shall be deemed satisfied (the “Purchase Price”).
2. Representations and Warranties of the Company. The Company represents, warrants and undertakes to the Purchaser that:
2.1 Due Organization. The Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. All actions taken by the current directors and stockholders of the Company have been valid and in accordance with the laws of the State of Delaware, and all actions taken by the Company have been duly authorized by the current directors and stockholders of the Company as appropriate.
2.2 Company Authority. The Company has all requisite corporate power and authority to enter into and perform this Agreement and to consummate the transactions contemplated herein.
2.3 Due Authorization. The execution, delivery and performance by the Company of this Agreement has been duly and validly authorized and no further consent or authorization of the Company, its Board of Directors or its stockholders is required.
2.4 Valid Execution. This Agreement has been duly executed and delivered by the Company.
2.5 Binding Agreement. This Agreement constitutes, and upon execution and delivery thereof by the Company will constitute, a valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditor’s rights generally or the availability of equitable remedies.
2.6 No Violation of Corporate Documents or Agreements. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder will not cause, constitute, or conflict with or result in (i) any breach or violation, or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under, or to increased, additional, accelerated or guaranteed rights or entitlements of any person under any of the provisions of, or constitute a default under, any license, indenture, mortgage, charter, instrument, certificate of incorporation, bylaw, judgment, order, decision, writ, injunction or decree or other agreement or instrument or proceeding to which the Company is a party, or by which it may be bound, nor will any consents or authorizations of any party other than those contemplated hereby be required, or (ii) an event that would result in the creation or imposition or any lien, charge or encumbrance on any asset of the Company or on the securities of the Company to be acquired by Purchaser.
2.7 Authorized Capital, No Preemptive Rights, No Liens. As of the date hereof, the authorized capital of the Company is 490,000,000 shares of Common Stock, par value $0.001 per share, and 10,000,000 shares of Preferred Stock, par value $0.001 per share. No shares of capital stock of the Company are subject to preemptive rights or similar rights of the stockholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company, or otherwise. The Company has furnished to Purchaser true and correct copies of the Company’s Articles of Incorporation, as amended, and Bylaws.
2.8 No Governmental Action Required. The execution and delivery by the Company of this Agreement does not and will not, and the consummation of the transactions contemplated hereby will not, require any action by or in respect of, or filing with, any governmental body, agency or governmental official.
2.9 Compliance with Applicable Law and Corporate Documents. The execution and delivery by the Company of this Agreement and the performance by the parties hereto of the transactions contemplated hereby does not and will not contravene or constitute a default under or violation of (i) any provision of applicable law or regulation, (ii) the Company’s Articles of Incorporation, as amended, or Bylaws, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Company or any of its assets, or result in the creation or imposition of any lien on any asset of the Company. To the best of its knowledge, the Company is in compliance with and conforms to all statutes, laws, ordinances, rules, regulations, orders, restrictions and all other legal requirements of any domestic or foreign government or any instrumentality thereof having jurisdiction over the conduct of its businesses or the ownership of its properties.
3. Representations and Warranties of the Purchaser. Purchaser represents and warrants that the following are true and correct as of the date hereof and will be true and correct through the Closing Date as if made on that date:
3.1 Agreement’s Validity. This Agreement has been duly executed and delivered by Purchaser and constitutes a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights generally or the availability of equitable remedies.
3.2 Investment Intent. Purchaser is acquiring the Shares for his own account for investment and not with a view to, or for sale or other disposition in connection with, any distribution of all or any part thereof.
3.3 Restricted Securities. Purchaser understands that the Shares have not been registered pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or any applicable state securities laws, that the Shares will be characterized as “restricted securities” under federal securities laws, and that under such laws and applicable regulations the Shares cannot be sold or otherwise disposed of without registration under the Securities Act or an exemption therefrom.
3.4 Legend. It is agreed and understood by Purchaser that the Certificates representing the Shares shall each conspicuously set forth on the face or back thereof a legend in substantially the following form:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY APPLICABLE STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION FROM REGISTRATION OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
3.5 Disclosure of Information. Purchaser is a director and executive officer of the Company and acknowledges that he has been furnished with information regarding the Company and its business, assets, results of operations, and financial condition to allow Purchaser to make an informed decision regarding an investment in the Shares. Purchaser represents that he has had an opportunity to ask questions of and receive answers from the Company regarding the Company and its business, assets, results of operation, and financial condition.
4. Miscellaneous.
4.1 Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties hereto with respect to the transactions contemplated hereby, and supersedes all prior agreements, arrangements and understanding related to the subject matter hereof. No understanding, promise, inducement, statement of intention, representation, warranty, covenant or condition, written or oral, express or implied, whether by statute or otherwise, has been made by any party hereto which is not embodied in this Agreement or the written statement, certificates, or other documents delivered pursuant hereto or in connection with the transactions contemplated hereby, and no party hereto shall be bound by or liable for any alleged understanding, promise, inducement, statement, representation, warranty, covenant or condition not set forth.
4.2 Governing Law. This Agreement shall be governed in all respects, including validity, construction, interpretation and effect, by the laws of the State of Delaware (without regard to principles of conflicts of law).
4.3 Counterparts. This Agreement may be executed by the parties hereto in separate counterparts each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
4.4 Binding Effect; No Assignment, No Third-Party Rights. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. This Agreement is not assignable without the prior written consent of each of the parties hereto or by operation of law. This Agreement is for the sole benefit of the parties hereto and their permitted assigns, and nothing herein, expressed or implied, shall give or be construed to give to any person, including any union or any employee or former employee of the Company, any legal or equitable rights, benefits or remedies of any nature whatsoever, including any rights of employment for any specified period, under or by reason of this Agreement.
4.5 Further Assurances. Each party shall, at the request of the other party, at any time and from time to time following the Closing Date promptly execute and deliver, or cause to be executed and delivered, to such requesting party all such further instruments and take all such further action as may be reasonably necessary or appropriate to carry out the provisions and intents of this Agreement and of the instruments delivered pursuant to this Agreement.
4.6 Severability of Provisions. If any provision or any portion of any provision of this Agreement or the application of any such provision or any portion thereof to any person or circumstance, shall be held invalid or unenforceable, the remaining portion of such provision and the remaining provisions of the Agreement, or the application of such provision or portion of such provision is held invalid or unenforceable to person or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and such provision or portion of any provision as shall have been held invalid or unenforceable shall be deemed limited or modified to the extent necessary to make it valid and enforceable, in no event shall this Agreement be rendered void or unenforceable.
4.7 Captions. All section titles or captions contained in this Agreement are for convenience only, shall not be deemed a part of this Agreement and shall not affect the meaning or interpretation of this Agreement. All references herein to sections shall be deemed references to such parts of this Agreement, unless the context shall otherwise require.
***Signature Page Follows***
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of the date first written herein above.
| Petrogress, Inc. | |||
| By: | |||
| Christos Traios, President | |||
| Christos Traios | |||
5